LICENSE

FINARKEIN COMMUNITY LICENCE AGREEMENT

The Finarkein Community Licence Agreement (“Agreement”) set out the terms of use of the work being made available by Finarkein Analytics Private Limited (hereafter, the “Work”). For more details on Finarkein Analytics Private Limited (hereafter, “Licensor”), please refer to https://finarkein.com.

You hereby represent and warrant that:
	1. you have the legal capacity to enter into this Agreement;
	2. no authorisation or approval from any third party is required in connection with your execution and performance of obligations under this Agreement; and
	3. execution and performance of obligations under this agreement does not violate the terms or conditions of any other Agreement to which you are a party, or by which you are otherwise bound under any Applicable Law.
	4. if you are entering into this Agreement on behalf of another person, then you represent and warrant that you have the authority to bind such persons to the terms of this Agreement. 

By downloading, installing, or otherwise using the Work, you agree to the terms of this Agreement. If you do not agree to any terms of this Agreement, you must immediately cease using the Work and uninstall and delete all copies of the Work.  

1. DEFINITIONS
    1.1. Definitions:
		(a) “Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, by-law, permits, licences, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other governmental restrictions, or any similar form of decision, or determination, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any regulatory authority, whether in effect as of the date on which the Licensee accepts the terms of this Agreement or at any time after.
		(b) “Derivative Works” mean the modifications or improvements to the Work, including translation, abridgement, condensation, recasting, transformation, adaptation, or any derivative work created or made from the Work, including a combination of the Work, whether in whole or in part, with works that are not covered under this Agreement.
		(c) “Executable Form” means in any other form other than the Source Code.
		(d) “Licensee” or “you” (and “your” shall be construed accordingly) means a person who uses the Work in any manner. If the Licensee is not a natural person, the term includes any person using the Work on its behalf.
		(e) “Parties” shall mean the Licensor and the Licensee, and each may individually be referred to as a “Party”.
		(f) “Source Code” means the source code of the Work, and all technical information and documentation required to operate the Work, or otherwise exercise the rights granted under this Agreement.

2. GRANT OF LICENCE
    2.1. The Licensor grants the Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable licence to install and use the Work at no charge for the Licensee’s internal business purposes in accordance with the terms of this Agreement. The Work is licensed, and not sold, to the Licensee.
    2.2. Other than as stated hereunder, this Agreement does not grant any licence in or to any intellectual property rights of the Licensor.
    2.3. Any use of the Work in a manner not contemplated under the terms of this Agreement is prohibited.

3. LICENCE RESTRICTIONS
    3.1. The Licensee shall not:
		(a) work around or bypass any technical limitations in the Work that allow only the Licensee to use the Work in certain ways, or any security device or protection, used for or contained in the Work;
		(b) decompile, reverse engineer, disassemble, attempt to derive the Source Code of, modify, or create Derivative Works of the Work, except to the extent permitted by the terms of this Agreement;
		(c) use the Work in a manner that is against the Applicable Law, including but not limited to using the Work in a manner that infringes, misappropriates, or otherwise violates any right of any third party;
		(d) sell, transfer, license, sublicense, rent, lease, market, commercialise, distribute, offer, or provide the Work to any third party either on a standalone basis or in combination with any other work or material;
		(e) make any representations or warranties regarding the Work; or
		(f) use any robot, spider, other automated device, or manual process to monitor, copy, or retain any part or the whole of the Work after termination of this Agreement.
    3.2. The Licensor shall not use the Work in a manner that falls outside the scope of this Agreement without the prior written consent of the Licensor, and such use shall be subject to such additional terms, conditions, commercials, and licences that the Licensor may require.

4. TERM AND TERMINATION
    4.1. Term: This Agreement shall commence as on the date that it is entered into by the Licensee and continue to be in force unless terminated by the Parties in accordance with Clause 4 (“Term”).
    4.2. Termination for Convenience: The Licensee may terminate this Agreement at any time by uninstalling and deleting all copies of the Work in the Licensee’s possession or control. The Licensor may terminate this Agreement by providing 7 (Seven) days prior written notice to the Licensee.
    4.3. Termination for Cause: The Licensor may terminate this Agreement with immediate effect by providing a written notice to Licensee if:
		(a) the Licensee fails to perform its obligations or is in breach of any terms and conditions of this Agreement; or
		(b) the Licensee uses the Work in a manner that violates Applicable Law.
    4.4. Consequences of Termination: If the Licensor notifies the Licensee of termination of this Agreement, the Licensee must promptly uninstall and delete all copies of the Work in the Licensee’s possession or control, and provide a written certificate of its compliance in this regard to the Licensor. Where the Licensee has accepted the terms of this Agreement on behalf of a person who is not a natural person, such certificate should be issued by the officer in charge of the affairs of such person.

5. VERIFICATION OF USE
	The Licensor may verify that the Licensee is using the Work in compliance with this Agreement. Upon the Licensor’s request, the Licensee will provide the Licensor with system generated information verifying that the use of the Work complies with the terms and conditions of this Agreement.

6. PRIVACY AND DATA PROTECTION
	The Licensor’s use of any personal data collected under this Agreement is governed by the Licensor’s privacy policy, located at: [url]. The Licensee’s use of the Work operates as a consent to the practices described in the Licensor’s privacy policy.

7. LIMITED INDEMNITY
    7.1. The Licensee agrees to indemnify and hold harmless the Licensor (and its directors, employees, affiliates, agents, successors, and assigns) from and against any losses, claims, costs and damages, actions and expenses (including legal fees) of any kind which may be incurred, suffered, brought, or threatened against the Licensor and that arise out of any breach by the Licensee (or any person on the Licensee’s behalf) of the provisions of this Agreement. The provisions of this Clause shall survive termination of this Agreement.

8. LIMITED LIABILITY
   8.1. The Licensor shall not be responsible to the Licensee or any other party for any loss of profits, loss of savings or other direct, indirect, special, incidental or consequential damages arising out of the use or inability to use the Work, even if advised of the possibility of such damages or of any claim by any other party, except in accordance with the terms of this Agreement. The Licensee agrees to exercise due caution and perform its own diligence while arriving at any form of decision while using the Work. The Licensor shall hold no responsibility and does not render any advice or suggestions, directly or indirectly, to the Licensee on any decision.

9. DISCLAIMER OF WARRANTIES
	To the maximum extent permissible by Applicable Law:
	(a) use of the Work is at the Licensee’s sole risk and the entire risk as to satisfactory quality, performance, accuracy, and effort is with the Licensee;
	(b) the Work is made available on an “as is” and “as available” basis, without warranties or conditions of any kind, and the Licensor disclaims all warranties, either express, implied, or statutory, including but not limited to warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, availability, or non-infringement;
	(c) without limiting the foregoing, the Licensor does not warrant that the Work will meet the Licensee’s requirements, that its operation will be uninterrupted or error-free, or that defects will be corrected; and
	(d) no information or advice given by the Licensor will create any warranty.

10. MISCELLANEOUS
   10.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
   10.2. Amendment: This Agreement may only be amended or modified upon the mutual written agreement of both the Parties.
   10.3. Assignment: The Licensee may not sublicense, assign, or transfer the Licensee’s rights under this Agreement without the Licensor’s prior written consent. Any attempt by the Licensee to sublicense, assign, or transfer any of the Licensee’s rights, duties, or obligations under this Agreement, whether directly, or indirectly, will be null and void.
   10.4. Waiver: A Party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing and must specify the provision to be waived and signed by the Party agreeing to the waiver.
   10.5. Independent Contractor: The Parties are independent contractors and nothing herein shall be deemed to constitute either Party as the representative or the agent of the other.
   10.6. No Partnership: Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as an agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability, and the exercise of any right or power).
   10.7. Severability: If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, in whole or in part, the provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. Any such modification of a provision shall not affect the validity, legality, and enforceability of the rest of this Agreement.
   10.8. Third Party Rights: No third party shall have any right to enforce the provisions of this Agreement.

11. JURISDICTION, GOVERNING LAW AND DISPUTE RESOLUTION 
   11.1. This Agreement shall be governed by and construed in accordance with the laws of Pune, Maharashtra. Subject to Clause 11.2, the courts of Pune, shall have exclusive jurisdiction in connection with any disputes arising under this Agreement.
   11.2. Any controversies, conflicts, disputes, or differences between the Parties, including formation, interpretation, breach and termination of this Agreement, shall be resolved by arbitration in Pune in accordance with Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (One) arbitrator mutually appointed by the Parties. The language of the arbitration shall be English.
   11.3. The Parties shall keep the arbitration confidential and not disclose to any person, other than those necessary to the proceedings, any information, transcripts or award unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.