Terms of Service

This is an agreement (the "Agreement") between you ("You", "Your" or "Customer") and Tata Consultancy Services Limited ("TCS" or "We" or "us"), and governs Your and Your Users Use of the Software and Documentation which You are requesting.

By clicking and/or checking an "I Agree" or any similar button or check box presented with these terms at the time of requesting Use, and/or by activating the Software with any associated license key, or using, as applicable, all or any part of the Software, you agree to the terms of this Agreement.

If You are registering and/or accessing, downloading, installing or using the Software and/or the Services on behalf of an organization/entity You represent, You are agreeing to these terms and conditions on behalf of Your organization/entity, and You represent and warrant that You have read and understand these terms and that You have legal authority to bind your organization/entity to the terms of this Agreement. In that case, "You", "Your" or "Customer" also refers to that organization/entity.

If You do not agree with any of these terms, you must not download, install, activate, Use or access the Software and/or the Services in any way, or check and/or click "I Agree" or any similar box or button associated with this Agreement during the software registration, downloading, installation, activation, use or access process. You must immediately stop Use of the Software and/or access key/credentials provided to You.

1.  Use Terms.

1.1  Subject to the terms and conditions set forth in this Agreement, and in consideration of Your acceptance thereof and payment of Subscription Fees for each selected Subscription Plan, TCS grants You a non-exclusive, non-transferable, non-sub licensable, right to Use and permit its Authorized Users to Use the Software hosted on the Services Environment, during the Subscription Term applicable for each selected Subscription Plan for Your internal business purposes, in accordance with instructions and guidelines provided in the accompanying Documentation, or as may be specified by TCS from time to time. All fixes, patches, upgrades and updates for the Software that TCS may (in its sole discretion) provide shall be deemed to be the part of and treated as Software provided as a service hereunder. You expressly acknowledge that the Software may include an internal clock function that may cause the Software to become inoperable or inaccessible at the end of the Subscription Term applicable for each selected Subscription Plan and that access to and use of the Software and the Services after expiration of the Subscription Term may be prevented.

1.2  In order to Use the Software and/or the Services, You may be required to download and/or install Enabling Software or Apps provided by TCS or any third party. If such software is provided by a third party, the usage shall be governed by the terms and conditions of such third party. If such software is provided by TCS, the usage shall be governed by the terms and conditions of this Agreement and You agree not to use such software for any purpose other than to facilitate or enable Your Use of the Software as a service. Separate Fees and/or additional terms may apply for such Enabling Software or Apps. If such software is required to integrate and/or configure the Software and/or the Services with any third party software applications outside the Services Environment, You shall be responsible for procuring appropriate licenses for such third party software applications and complying with the applicable terms and conditions of respective third parties.

1.3  Trial Services. From time to time, we may offer You access to certain Software and/or Services that we designate as "beta," "pre-release", "experimental", "evaluation," "trial", "promotional" or "free" on the Software Site ("Trial Services"). Trial Services may be provided to you without charging Subscription Fee, except as otherwise specified by us, on ‘as is' basis without any warranties or liabilities, and used solely for internal evaluation purposes. We may limit, suspend, or terminate your access to any portion of the Trial Services for any reason, in our sole discretion, including, for example, the expiration of the Trial Services period, to enforce Trial Services usage limitations, or to protect our services or systems. Any Trial Service is subject to change without notice and may differ substantially upon commercial release. You acknowledge and understand that Trial Services may not have been tested or verified to meet security requirements and may not provide standard security features and may not be secure. Accordingly, You agree not to store any data that require confidential or secure treatment, including sensitive, regulatory or personal data. Trial Services may become unavailable or be taken offline at any time without notice and any data maintained in Trial Services environments may be deleted at any time, including at the end of the trial period, if You do not subscribe to a paid Subscription Plan before the Trial Services become unavailable or the trial period ends. We are not responsible for any loss or compromise of data or breach of data security arising from your use of Trial Services. Your use of any trial services is at Your sole risk.

2.  Your Obligations:

2.1  In particular, and without limitation, You represents, warrants and covenants, that You shall NOT and shall not permit others to:

a)  use, copy or modify, enhance or create derivative works of the Software or Services or any portion thereof, except as expressly permitted in this Agreement;

b)  sell, license, sublicense, assign, transfer, distribute or timeshare the Software and/or the Services or otherwise grant any right under this Agreement to any third party, without the prior written consent of TCS;

c)  reverse engineer, disassemble, de-compile, tamper, recreate, the Software and/or the Services or any part thereof;

d)  remove, alter, obscure or otherwise render illegible any of TCS, its Affiliates, their respective licensors or service provider's logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the Software or the Services or any component or output thereof;

e)  override access authorization and access controls for Your access and Use of the Software or the Services as may be prescribed by TCS or circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by TCS or its third party service providers, in connection with the Software or the Services;

f)  use the access rights granted herein to gain or attempt to gain unauthorized access to other computer systems accessible via the internet, any portion of the Software and/or Service for which You have not been expressly authorized to use pursuant to this Agreement, or software or computer systems belonging to others which is also hosted by TCS;

g)  use the Software and/or the Service to store or transmit malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses or use any automated means or bots to Use the Service;

h)  Use the Software and/or the Services in any manner or for any purpose that violates any applicable law or the rights of others or allow the transfer, transmission, export or re-export the Software and/or the Services in violation of any applicable export control laws or regulations;

i)  interfere with or disrupt the integrity or performance of any Software and/or the Service or data, device, account, network or Services Environment;

j)  perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the Software and/or the Services Environment without TCS' prior written consent;

k)  interface or link or include, without express written permission, the Software with any other systems or applications or services other than those agreed in writing and in accordance with the Documentation provided by TCS;

l)  use any public software or open source software in connection with Software and/or the service in any manner that requires, pursuant to the license applicable to such public or open source software, that the Software be disclosed or distributed in source code form, or made available free or charge to recipients, or modifiable without any restriction by recipients;

m)  access or use the Software and/or the Services for purposes of competitive or comparative analysis, the development, provision or use of a competing software service or product or any other purpose that is to the TCS's detriment or commercial disadvantage; or

n)  issue any press release or make any other public communication with respect to this Agreement or Your use of the Software and/or the Services without TCS' prior written consent.

2.2  In order to subscribe to the Services, You are required to complete the registration process on the Software Site by providing us with current, complete, and accurate information as prompted by the applicable registration form. The Services are available only in select countries which you can check at the time of registration and/or ordering the Services and are also subject to applicable export control laws and regulations. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and any other non-public account information. You shall be responsible for all activity occurring under Your control and/or through Your user accounts and Your information systems used to access the Services, and ensure that You and Your Authorized Users abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Software, including those related to data privacy, international communications, export and the transmission of technical or personal data. You shall not export or re-export any software or technical or personal data (or direct products thereof) provided under this Agreement in violation of any applicable export control laws and regulations. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized Use of the Software; (b) the security of its information systems used to Use the Software and/or the service; and (c) for its Authorized Users' compliance with the terms of this Agreement, including without limitation, that the access credentials to Use the Software are not shared or used by more than one individual (unless such license is reassigned in its entirety to another Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Software). You shall designate one or more account administrators. Account administrators shall be responsible for managing user access, including adding and subtracting Authorized Users, placing orders, subscribing to Subscription Plans, etc. You are responsible for understanding the settings and controls and whom you allow to become administrators and any actions they take.. Any reduction in number of Authorized Users will be effective from the next billing cycle / renewal period. You acknowledge and agree that it is prohibited from sharing passwords and/or user names. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.

2.3  You remain responsible for any and all data, test data, scripts, information, materials and content of any database input / uploaded / stored / processed or otherwise made available by it and transmission, transfer, archival, conversion or use of any and all data (including personally identifiable data) and/or introduced into the Software and/or the Services Environment, by You or on Your behalf ("Customer Data"). You represent and warrant to TCS that You and/or Your licensors have all rights, title and interests in the Customer Data and You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. TCS has no obligation to monitor the Customer Data uploaded on to the Services. TCS shall not have any rights in the Customer Data except as stated herein. To the extent any Customer Data is required to be used in the operation and/or performance of Software and/or the provision of Services hereunder, You hereby grant to TCS, its Affiliates and third party service providers a non-exclusive, irrevocable, worldwide, fully paid up and royalty free right and license to use, copy, display, disclose, modify, reproduce, sublicense and distribute such Customer Data solely to provide Services. TCS, its Affiliates and third party service providers shall not access Your user accounts or Customer Data, except (i) in the course of data center operations if required, (ii) in response to Service Environment or technical issues, or (iii) at Your specific request as reasonably required in the provision and support of Services; or (iv) if deemed necessary based on Your violation of this Agreement. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, vulnerabilities, appropriateness, and intellectual property ownership or right to use of all Customer Data. The Software or Services Environment do not replace the need for You to encrypt, mask, secure Customer Data and maintain regular data backups or redundant data archives. You agree that all Customer Data will be in format compatible with the Software and/or the Services Environment and agree that Customer Data may not be fully recoverable beyond the last restoration archive point where Software permits uploading, copying, archiving or storage of Customer Data in the Services Environment. No data back-up or service is made available under this Agreement and the same shall be Your sole responsibility. You acknowledge and agree that Software is provided as a service and/or where You request some support from TCS, the Customer Data may be transferred or stored outside the EEA (European Economic Area) or the country where You and/or Your Authorized Users are located in order to carry out the services and TCS's other rights under this Agreement.

2.4 As between TCS and You, You shall be responsible for (a) acquisition, installation and maintenance of the Customer Environment; (b) complying with the applicable terms and conditions of the respective third party products used in Customer Environment (c) choice, installation, use and maintenance of any third party software not forming part of the Software, which is and/or to be used in relation to the Software, (d) making regular back-ups of Your data processed via the Software, and (e) complying with any laws or regulations applicable to Your or Your industry that are generally not applicable to licensed product providers.

2.5  Your agree to provide information and/or other materials relating to its Use of Services and/or Customer Data as reasonably requested by TCS to verify Your compliance with the Agreement. You agree that TCS may, upon notice of at least five (5) days, audit Your Use of Software for compliance with the terms & conditions of this Agreement and agree to provide access (including remote access) to sites/equipment where Software is Used and/or supply all relevant information necessary for such audit. You shall maintain a written, up to date list of current Authorized Users and provide such list to TCS within five (5) business days of the written request at any time by TCS. You shall be liable to pay TCS immediately on demand additional Subscription Fee, equal to two times the applicable subscription fee as per then current TCS price list, with respect to the increased or extended Use of the Software and/or their services revealed by the audit. Payment of the amounts as stated above shall not release You from its contractual obligations. TCS and/or its licensors expressly reserve the right to claim damages for any further prejudice. If any audit reveals You to be in breach of this Agreement, TCS shall be entitled to terminate the license granted hereunder, without prejudice to any other rights or remedies TCS may have under this Agreement or otherwise.

3.  Ordering and Delivery.

You agree that authorization to Use the Software is based upon, and subject to, the order made by You or on Your behalf by an Authorized User or Authorized TCS Channel Partner, as the case may be. TCS will provide access to the Software as a cloud service only in accordance with the Subscription Plan selected, ordered and paid. Any terms that may appear on a Customer's order form (including without limitation pre-printed terms), or as part of Customer's order with an Authorized TCS Channel Partner, that conflict or vary from the terms and conditions of this Agreement shall not apply to the Software and/or the Service hereunder and shall be deemed null and void. Unless otherwise stated, TCS will crawl or monitor Service usage data related to Customer's account for billing and administrative purposes, to provide support and investigate fraud, abuse or any violations of the Agreement. You consent to TCS process of such data where TCS or its Affiliates maintain their administrative, support and investigation personnel. You will be invoiced by TCS or its Affiliate depending upon billing information You provide at the time of You ordering for the Services. The invoice currency will be USD or converted local currency depending upon the prevailing local regulation in this regard. You consent to lawful use, disclosure, processing and transfer of your account information, including billing information and Subscription Plan by TCS, its Affiliates and their respective third party service providers solely to provide You with the Services and process Your payments. You consent to TCS paying its reseller Affiliates or TCS or its Affiliates paying fees directly or indirectly through license credits to the Authorized TCS Channel Partners. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with, the size of your order. The list prices for Services are the same whether or not Your order is through a TCS Affiliate or an Authorized TCS Channel Partner. In the event You exceed the authorized Use in accordance with the selected Subscription Plan, the overage will be treated as an order for excess use and You will be billed for the overage at the rates stated in the applicable Subscription Plan or otherwise as stated on the Software Site and included for the remainder of the Subscription Term. TCS reserves the right to introduce new Subscription Plans and discontinue any Subscription Plans, the information regarding which will be made available on the Software Site. The Subscription Plans displayed on the Software Site and those offered through the Authorized TCS Channel Partner or to corporate bulk purchase customers may differ.

4.  Fees and Taxes.

4.1  You agree to pay for all Services in accordance with the Subscription Plan selected by You or on Your behalf and any overages. All fees due under the Agreement are due in full and payable in advance in accordance with the Subscription Plan, are non-cancelable and the sums paid are nonrefundable unless required under the applicable law, provided however, no refunds will be provided for partially unused months. Customer located outside India undertakes holding of valid registration under local VAT/GST or similar taxes applicable to import of such services. If You are ordering through an Authorized TCS Channel Partner, You agree to discharge all taxes on Your transaction with such channel partner on Your purchase of subscription to the Services. You shall be solely liable to discharge the applicable taxes to the local tax jurisdiction in the prescribed time limit.

4.2  Subscription Fees are exclusive of applicable Sales, Use, VAT, GST or any tax of similar nature that shall be payable in addition to the fees from the customer availing services in India. Customer receiving services outside India shall discharge taxes applicable in their tax jurisdiction to the concerned tax authority.

4.3  If any taxes are required by law to be withheld on payments made by you to TCS or its reseller Affiliate, you are obliged to gross up, compute and pay appropriate taxes equivalent to the taxes to be withheld to the prescribed authority in which case the sum payable by You will be increased to the extent necessary to ensure that, after making such deduction or withholding, TCS receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required. You agree to indemnify, defend and hold harmless TCS and its reseller Affiliate for any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever for failure to withhold and pay such taxes.

4.4  This tax section shall govern the treatment of all Taxes arising as a result of or in connection with this Agreement notwithstanding any other section or any other document included in this Agreement.

4.5  When ordering directly through the Software Site, You may pay the Subscription Fees through Your credit card, or other accepted payment method, if any, as may be specified on the Software Site. You hereby authorize third party payment processing service provider to bill Your credit card or account for Your subscription to the Services (and any renewal thereof) on behalf of TCS and its Affiliates. You are responsible for paying for the entire Subscription Term whether or not actively used. When ordering through an Authorized TCS Channel Partner, You may pay the Subscription Fees through a payment method as agreed with the Authorized TCS Channel Partner.

4.6  When ordering directly through the Software Site, Your subscription to the services will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term as per the Subscription Fee then applicable for the Subscription Plan, provided the Subscription Plan is still being offered by TCS as of the date of such renewal. If the existing Subscription Term is longer than one calendar month, we will provide You with notice of the automatic renewal before the expiration of the Subscription Term. You agree that Your credit card, debit card or other payment account provided by You to the third party payment processing service provider for Your subscription to the Services may be charged at the time of such auto-renewal. If Your credit card or debit card provided to, or other payment account with, the third party payment processing service provider expires prior to the auto renewal date, and if You do not update your credit card or debit card or payment account by the auto renewal date with the third party payment processing service provider or if there is no sufficient balance in Your credit card, debit card or other payment account or if You are in a jurisdiction which does not permit auto-debit of Your credit card or debit card or other payment account, we will be unable to complete your auto renewal and You will need to renew Your Subscription online in order to keep Your Subscription active. You may cancel Your Subscription Plan at any time by logging into Your account on the Software Site created at the time of registering and subscribing for the Services upon which Your subscription for the relevant Subscription Plan will terminate at the end of the then current Subscription Term for which You have already subscribed and paid.

4.7  TCS may use a third party service provider to manage credit or debit card and other payment processing provided that such service provider is not permitted to use Your payment account information except to process Your credit card, debit card and/or other payment information for TCS or its Affiliates. The third party service provider may require You to open an account with it in accordance with its terms and conditions and applicable policies, including but not limited to, privacy policies, for payment processing for Your subscription (and any renewal thereof). You must update Your account with the third party payment processing service provider of any change in Your credit card, debit card or other payment account information to ensure continuity of Services. If You are in a jurisdiction which does not permit auto-debit of Your credit card, debit card or Your account, You may have to subscribe or renew Your Subscription Plan using other payment processing methods, if available and mentioned on the Software Site. Use of third party payment processing services is provided for Your convenience and You agree that their use by You shall be subject to respective terms and conditions and applicable policies of such third party payment processing service providers. The information regarding such service providers utilized by TCS or its Affiliates and their terms of use can be accessed from here https://www.jile.io/security.html on the Software Site.

4.8  You may upgrade within a Subscription Plan or between two Subscription Plans or subscribe to an additional Subscription Plan. When You upgrade or subscribe to an additional Subscription Plan, the new Subscription Fee become immediately applicable and payable. Upon upgrade, the new Subscription Fee for the subsisting month would be charged as stated on the Software Site at the time of requesting the upgrade or addition of Authorized Users and Your credit card, debit card or other payment account will be charged automatically. Subsequent months will be charged in full according to the new Subscription Fees.

5.  Security and Data Privacy.

5.1  Without limiting Section 12 (Disclaimer) or Your obligations under Section 2 (Your Obligations), TCS will implement reasonable and appropriate measures designed to help secure Customer Data against accidental or unlawful loss, access or disclosure.

5.2  You acknowledge that the Software and/or the Services are not intended for use with or for processing personal or sensitive personal information, protected health information, credit card numbers, financial account numbers, or other similarly sensitive information, and that You assume all risk arising from use of any such information with the Software and the Services, including without limitation the risk of any inadvertent disclosure or unauthorized access thereto or export. You are responsible for determining whether the Software and/or the Service is appropriate for its purposes, storage and processing of information subject to any specific law or regulation or any standard. TCS, its Affiliates, partners or service providers are not responsible for compliance with any laws or regulations applicable to You or Your industry.

5.3  If TCS processes any personal data on Your behalf when performing its obligations under this Agreement, such as those submitted by You or collected by TCS e.g. Internet protocol ("IP") address used to connect your computer to the Internet (which may allow us to identify your geographic location) at the time of registering for or the account information which You may provide such as names, usernames, email addresses, phone numbers and billing information associated with Your account for registering, ordering or Using the Software, or information relating to devices, computers and Use of Services, the Parties record their intention that You shall be the data controller and TCS shall be a data processor and in any such case:

a)  You acknowledge and agree that the personal data may be transferred or stored outside the EEA (European Economic Area) or the country where You and Your Authorised Users are located in order to carry out the Services and TCS's other rights under this Agreement;

b)  You represent that You are entitled to transfer the relevant personal data to TCS so that TCS, its Affiliates or third party service providers may lawfully use, disclose, process and transfer the personal data in accordance with this Agreement and the Privacy Policy available on the Software Site and the privacy policy of the third party service providers utilized by TCS;

c)  You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer in accordance with this Agreement; and

d)  each Party shall take appropriate technical and organisational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

5.4 You acknowledge and agree that the Software is provided as cloud service hosted on third party cloud service providers' infrastructure (including supporting applications and databases) and utilizes third party payment processing service providers which may process Customer Data and any personal data included in Customer Data in accordance with their security and privacy policies necessary to provide the services. The information regarding third party cloud service providers and third party payment processing service provider utilized by TCS or its Affiliates and their security and privacy policies or guidelines can be accessed from here https://www.jile.io/security.html on the Software Site. You consent to processing of the Customer Data and any personal data included in Customer Data in accordance with security and privacy policies of such third party service providers. You understand that use of the Services necessarily involves transmission of Customer Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Customer Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Customer Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

6.  Confidential Information

6.1  Each Party (the "Receiving Party") acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other Party (the "Disclosing Party") hereunder. The Receiving Party shall not disclose or disseminate the Disclosing Party's Confidential Information to any person other than those employees, agents, contractors, subcontractors, service providers and licensees of the Receiving Party, or of its Affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (i) shall take all such steps to prevent unauthorized access to the Disclosing Party's Confidential Information, as it takes to protect its own confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care, (ii) shall not use the Disclosing Party's Confidential Information, or authorize other persons or entities to use the Disclosing Party's Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder, and (iii) shall require all persons and entities who are provided access to the Disclosing Party's Confidential Information, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 8. The provisions of this Section respecting Confidential Information shall not apply to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) subsequently learned from an independent third party free of any restriction and without breach of this provision; (c) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange. Upon the Disclosing Party's written request at any time, or following the completion or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof.

7.  Ownership and Proprietary Rights.

7.1  Customer acknowledges and agrees that TCS and / or its licensors does and will continue to own all intellectual property and intellectual property rights in or attached to the Software, Enabling Software or Apps, Documentation, and Services Environment including without limitation, in or attached to any Derivative Works thereof, whether solely or jointly conceived, or even if made for the Customer. Nothing contained herein shall be construed as a transfer, assignment or conveyance by TCS to Customer of the ownership, interest or title to the intellectual property or intellectual property rights in or attached to the Software, Enabling Software or Apps, Documentation, Services Environment or any Derivative Works thereof. The Customer only receives the right to Use for the Subscription Term explicitly granted by TCS to Customer hereunder.

7.2  Customer acknowledges and agrees that TCS shall have the right to collect, use, disclose, publish, or otherwise exploit without restriction or compensation to Customer, including without limitation, in future releases or further developments, any technical data relating to the use of the Software and/or Services, comments or feedback that Customer provides regarding the Software, Enabling Software or Apps, Documentation or the Service and reference the license granted to the Customer; or any and all knowledge and information arising out of use of the Software (including Derivative Works, if any), Documentation or the Service by the Customer.

8.  Third Party Software or Content.

8.1  Notwithstanding the Use grant in Section 2, Customer acknowledges that certain components of the Software and/or the Services may be covered by so-called "open source" software licenses ("Open Source Software" or "OSS") or third party proprietary software components (collectively "Third Party Software"). Third Party Software, if any, contained in this Software and/or the Services and the Use thereof, shall be subject to the terms and conditions of the relevant Third Party Software license agreement only. Third Party Software and related information (including relevant notices) for the versions of the Software Used are mentioned in the accompanying Documentation or the Software Site at the following link: https://www.jile.io/oss.html In the event of any conflict between the terms of this Agreement and those in the relevant license agreement applicable to such Third Party Software components, the terms of the applicable license agreement shall prevail with respect to use of that relevant Third Party Software component. To the extent the terms of the licenses applicable to any OSS require licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made, and may be requested in writing by the Customer and accessed from the information provided in the above mentioned link.

8.2  Third Party Content may be made available on the Software Site for use in conjunction with the Software and/or the Services. Your use such Third Party Content will constitute a separate agreement directly between You and the Third Party Content provider for the provision of the Third Party Content. The Third Party Content provider is solely responsible for the Third Party Content, and we shall have no obligation or liability arising from such Third Party Content. You consent to our sharing information, including Customer Data, with the provider of the Third Party Content in connection with your use of the Third Party Content.

9.  Software Support Policy.

9.1  TCS will use commercially reasonable efforts to provide You with technical support relating to the Software in accordance with our Software Support Policy, based on the Subscription Plan that You select. TCS may change, discontinue, or add to the Software Support Policy or Support plans from time to time by posting a notice on the Software Site. TCS may change, discontinue or deprecate any APIs utilized for the Service from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for three (3) months after the change, discontinuation, or deprecation (except if supporting the previous version (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is rendered impossible or impractical as a result of a requirement of the law or requests of governmental entities).

9.2  TCS does not represent or warrant that the Software and/or the Services provided under this Agreement functions without interruption and without error or that such Software or Services will operate in every combination desired by Customer with any data, computer systems and programs of its choice or that the remedying of one error does not result in the occurrence of other errors. Further, TCS shall not be considered to be in breach to the extent that TCS offered to Customer a correction, update or upgrade and Customer failed to implement such correction, update or upgrade. In such cases, the work put in by TCS in order to determine the cause of the fault and to remedy the fault shall be invoiced in accordance with TCS' then current rates of charges. Customer acknowledges that TCS does not control the transfer of data over communication facilities, including the internet, and that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. TCS is not responsible of any delays, delivery failures, or other damage resulting from such problems or for any issues related to the performance, operations or security of the Services that arise from Customer Data.

9.3  You acknowledge and agree that the Software is provided as cloud service hosted on third party cloud service providers infrastructure (including supporting applications and databases) and TCS does not make any representations or guarantees regarding support, uptime or availability unless specifically identified in Software Support Policy. The information regarding third party cloud service providers utilized by TCS and their respective service terms and service level agreements (if any) can be accessed from here https://www.jile.io/security.html on the Software Site. You acknowledge and agree that Software Support Policy will be subject to support/service terms and service level agreements of such third party cloud service providers. TCS shall not be responsible for any service / support issues arising out of or related to services provided by such third party service providers.

10.  Suspension of Services

10.1  Notwithstanding TCS' right to terminate, TCS may, directly or indirectly, suspend, deny or disable Your or any Authorized User's or any other third party access to or use of all or any part of the Software or the Services, without incurring any resulting obligation or liability, if:

(a)  TCS believes, in its good faith and reasonable discretion, that:

(i)  You or any Authorized User has failed to comply with, any term of this Agreement, or accessed or used the Software, the Enabling Software or Apps, the Services Environment or the Services provided under this Agreement, beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Documentation;

(ii)  You or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or

(iii)  Use or non-Use of Software and/or Service by Customer, or Customer Data, which poses an imminent threat to the Software and/or the Services; or

(iv)  continued Use of the Software and/or the Services may result in harm to the TCS, its Affiliates or third party service provider systems or other TCS customers, or result in a violation of applicable law, regulation, legal obligation or rights of any third party; or

(v)  any Customer Data violates the rights of any third party, or You fail to respond to a claim of alleged infringement under Section 13 within a reasonable time;

(vi)  You have failed to pay the Subscription Fee, as required; or

(vii)  You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or

(b)  TCS receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires TCS to do so. This section does not limit any of TCS's other rights or remedies, whether at law, in equity or under this Agreement.

10.2  Effect of Suspension. If Your right to access or use any portion or all of the Services is suspended:

a)  You remain responsible for all fees and charges You incur during the period of suspension;

b)  processing of Customer Data may be suspended or cancelled;

c)  Customer Data may not be erased, except as specified elsewhere in this Agreement;

d)  You may retrieve Customer Data from the Service during any suspension only if you have paid any charges for any post-suspension use of the Services and all other amounts due.

11.  Termination

11.1  This Agreement shall terminate upon expiry or termination of the Subscription Term, or the date of termination of this Agreement in accordance with the provisions herein, whichever is earlier.

11.2  If You breach any provisions of this Agreement or violate any law, rule or regulation, Your access and use of the Software is automatically terminated and any subsequent access and use is unauthorized. TCS shall have the right, but without any obligation, to restrict access to and/or immediately remove or block any and all contents uploaded by or on behalf of the Customer that violates these terms and conditions or is non-compliant in TCS' sole discretion and TCS shall have the right to take appropriate measures available to it under the applicable law.

11.3  Either Party may terminate this Agreement immediately upon written notice with no obligation or liability of any kind on the part of the other Party except as to which has already accrued or otherwise agreed to under this Agreement. In such a case, You may continue to Use the Software and the Services till the expiry of the then current Subscription Term and disable any auto-renewal settings and instructions which You may have enabled.

11.4  TCS may also terminate this Agreement immediately upon notice to you (a) for cause, if any act or omission by You or any Authorized User results in a suspension described in Section 10, (b) if our relationship with a third party partner who provides software or other technology we use to provide the Services expires, terminates, or requires us to change the way we provide the Software or other technology as part of the Services, (c) if TCS believes providing the Services could create a substantial economic or technical burden or material legal or security risk for TCS, (d) in order to comply with the law or requests of governmental entities, or (e) if TCS determines use of the Services by You or any Authorized User or our provision of any of the Services to You or any Authorized User is impractical, prohibited, or unfeasible for any legal or regulatory reason.

11.5  In the event of termination or expiration of this Agreement,

a)  all your rights under this Agreement immediately terminate and You shall cease to use the Software and the Services, Documentation and Confidential Information, in whatever form disclosed hereunder, immediately upon expiration or termination of the Agreement.

b)  All copies of Software, Documentation and Confidential Information received by Customer and/or made by use of service shall be deleted from Customer's computer systems in the event of termination or expiration of this Agreement and on request from TCS, Customer shall certify in writing its compliance with this paragraph to TCS within five (5) days.

c)  Your access to, and processing of Customer Data by, the Services on or after the date of termination will be terminated. No data access or retrieval services are available post expiry or termination of the Subscription Term or this Agreement. You are advised to export or take regular back-ups of Your Data on the Services.

d)  Customer Data may, however, be retained for a period of thirty (30) days post expiry or termination of the Subscription Plan and may be made available if the subscription is renewed by the Customer within such thirty (30) days.

11.6  The provisions of this Agreement necessary to determine, enforce or interpret the rights and obligations of the Parties shall survive any expiration or termination of this Agreement, including without limitation, the provisions of Sections 2, 4, 6, 7, 11.5, 12, 13.3, 13.4, 14, 15, 16, 17.3, 17.4, 17.5, 17.7, 17.11, 17.12 and 17.13 shall survive expiration or termination of this Agreement.

12.  Warranty Disclaimer.

12.1  The Software (including any Derivative Works), Documentation and/or the Services and related information and materials, including without limitation, Confidential Information, any Third Party Software (if any) contained in the Software, Documentation and/or the Service, any Third Party Content, or any third party services utilized by TCS or its Affiliates to provide the Services, is/are provided "AS IS". TCS and its Affiliates make no representations and warranties of any kind, whether expressed or implied, including, but not limited to, any implied warranty of merchantability, satisfactory quality, non-infringement, fitness for a particular purpose, any legal or regulatory compliance requirements, quite enjoyment, system integration, configuration, accuracy, reliability, error-free, free of harmful components, un-interruption, support (unless otherwise specified), correction, repair or otherwise any warranties arising out of any course of dealing or trade or that the Company Data stored will be secure or not otherwise lost or damaged. TCS will not be responsible for service interruptions. No advice, information or support obtained by the Customer from TCS, its Affiliates, and Authorized TCS Channel Partners or from any third party or through the Services shall create any warranty not expressly stated in the Agreement.

12.2  You further acknowledge that the Software and Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Software or Services could lead to death, personal injury, or severe physical or environmental damage, including without limitation the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, life support or weapons systems.

13.  Indemnity

13.1  Subject to Section 13.4, TCS will defend, or at its option settle, any unaffiliated third party claim alleging the Software, when used in accordance with this Agreement during the Subscription Term of selected Subscription Plan, infringe the registered intellectual property rights of a third party ("Infringement Claim") in the territory in which You have subscribed as mentioned in Your billing information provided at the time of registering, and shall pay any and all direct damages, losses, assessments, charges, costs, including without limitation reasonable legal fees and disbursements, and court costs ("Losses") arising therefrom; provided that the TCS shall have no obligations to the Customer under this Section 13.1 or Section 13.2 below for Losses to the extent resulting from:

modification of the Software and/or Services, if such modification was not made by TCS; or

Use of the Software and/or the Services in combination with third party hardware or software, or with third party services, processes or materials where the infringement would not have occurred but for such combination; or

use of the Software and/or the Services in a manner contrary to or in violation the provisions of this Agreement; or

Customer's failure to implement corrections, revisions, updates or upgrades provided by TCS, the use of which would have prevented any such Infringement Claim; or

TCS's compliance with any specific requirements, instructions or technical designs of the Customer, or use, processing or storage of or otherwise arising out of or in relation to any Customer Data; or

Your or Your Authorized Users continued use of the Software and/or the Services or other allegedly infringing activity after receiving notice of the alleged infringement; or

Any version of the Software and/or the Services which is no longer supported by TCS.

13.2  In the event that any Infringement Claim is initiated against You and permitted Use of the Software and/or the Services is injuncted by a valid court order, or in the TCS's sole opinion is likely to be initiated for which TCS is liable in terms of Section 13.1, then TCS may, at its expense, either:

a)  modify or replace the infringing part of the relevant Software and/or the Service so that such part is no longer infringing; or

b)  procure for You the right to continue using the infringing part of the relevant Software and/or the Service;

c)  in either case, as promptly as possible and in a manner which will avoid unreasonable disruption to Your operations. If neither of options 13.2 (a) and (b) is reasonably possible or effective, and if the infringement is established by a final decision of the competent court or through a extrajudicial settlement, TCS shall cancel the subscription and terminate all rights and licenses granted to You and refund from any pre-paid Subscription Fees to You an amount equal to the unutilized portion of the Subscription Term for such Service.

d)  The provisions of Section 13.1 and Section 13.2 state the TCS's entire liability and Your sole remedy with respect to any Infringement Claim.

13.3  Customer agrees to indemnify and hold TCS, its Affiliates, licensors, third party service providers and their respective directors, officers, employees, agents and representatives harmless from any third party claim, demand or expense, including reasonable legal and attorney fees, due to or arising out of sub-sections (a) to (g) of Section 13.1 or any matters connected therewith.

13.4  Neither Party ("Indemnified Party") shall be entitled to seek any indemnification from the other party ("Indemnifying Party") under this Section 13 unless Indemnified Party:

a)  provides Indemnifying Party with prompt written notice of any claim, demand or action for which Indemnified Party is seeking or may seek indemnification hereunder and gives the Indemnifying Party the right to have sole control over the investigation, defence and settlement negotiations;

b)  does not make any statement or admission in relation to such claim which may prejudicially affect the chances of settlement or defence of such claim;

c)  reasonably cooperate with Indemnifying Party in assisting the defence of the claim and in the investigation, negotiations or settlements of any such claim, demand or action by providing all assistance and information to perform the above obligations, at Indemnifying Party's expense.

14.  Limitation of Liability

14.1  Neither Party shall be liable for any, indirect, incidental, special, exemplary, punitive or consequential damages, use or loss of use; loss or damage of data, lost profits, business, revenue, goodwill or anticipated savings; business interruption; procurement of substitute goods or services; suffered by other Party or any third party however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising from or as a result of using the Software and/or the Service, even if advised of the possibility of such loss or damage. The aggregate liability of either Party for all damages arising from or relating to this Agreement (whether in contract, tort or any other theories of law) shall not exceed the total amount of Subscription Fees paid by the Customer to TCS under the relevant Subscription Plan that is subject of the claim during six (6) month period immediately preceding the event giving rise to such liability, except in case of a Customer with monthly payment plan, where such liability shall be limited to fees paid during three (3) months period immediately preceding the event giving rise to such liability. For Trial Services or any portion thereof provided free of charge, TCS' and its Affiliates liability is limited to direct damages up to US$100.00 USD or an equivalent amount in applicable local currency.

14.2  The limitation/exclusion on any Party's liability as set forth in Section 8.1 shall not apply to liability for damages,

a)  Resulting from the wilful misconduct of a Party, its employees or agents, or anyone for whom it is in law or by contract responsible;

b)  Each Party's indemnification obligations under Section 13;

c)  Use of the Software and/or the Service by You or Your Authorized Users in a manner not permitted under this Agreement; and

d)  Misappropriation or infringement of TCS, its Affiliates or their licensors or third party service providers' intellectual property rights by Customer.

15.  Governing Law & Dispute Resolution:

15.1  If Your billing information is in a country within the Americas, this Agreement shall be governed by laws of State of New York, USA, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, You consent to the exclusive jurisdiction of the courts in the city of New York over any matter arising out of or connected with this Agreement.

All disputes or differences whatsoever arising between the Parties, out of or in relation to the construction, meaning and operation or effect of this Agreement or breach thereof, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "Rules") by a single independent and neutral arbitrator appointed by AAA within fifteen (15) days of reference of dispute in accordance with the said Rules and shall be an attorney with at least fifteen (15) years of experience or a former judge. The seat of arbitration and the arbitration proceedings shall be at New York and the language of arbitration proceedings shall be English. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

15.2  If Your billing information is in a country within Europe or African continents, this Agreement shall be governed by the laws of England, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, You consent to the exclusive jurisdiction of the courts in London, England over any matter arising out of or connected with this Agreement.

All disputes or differences whatsoever arising between the Parties, out of or in relation to the construction, meaning and operation or effect of this Agreement or breach thereof, shall be exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules for the time being inforce, which Rules are deemed to be incorporated by reference in this Section 15.2. The seat of the arbitration shall be London. The language of the arbitration shall be English. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

15.3  If Your billing information is in a country outside the Americas, Europe or African continents ("Rest of the World"), this Agreement shall be governed by the laws of Singapore, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, You consent to the exclusive jurisdiction of the courts in Singapore over any matter arising out of or connected with this Agreement.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") by one or more arbitrators appointed in accordance with the said Rules for the time being in force, which Rules are deemed to be incorporated by reference in this Section 15.3. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

15.4  Nothing herein shall prohibit TCS from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage, to preserve the status quo, or to prevent or stop the violation of these term and conditions and/or infringement of intellectual property rights or other proprietary rights or Confidential Information of TCS, its Affiliates and/or their respective licensors, or from bringing and pursuing legal action to specifically enforce the provisions of this Section 15.

16.  Notices:

16.1  All notices provided for or permitted under this Agreement to TCS shall be deemed effective upon receipt, and shall be in writing and (i) delivered personally, (ii) sent by commercial overnight courier with written verification of receipt, or (iii) sent by certified or registered mail, postage prepaid and return receipt requested.

Notices to TCSshall be sent to the attention of its Legal Department, at the following addresses:

For Americas: Tata Consultancy Services Limited, 101 Park Avenue, NY 10178, NY,

For Europe and Africa: Tata Consultancy Services Limited, at its Registered Branch Office at 18 Grosvenor Place, London SW1X 7HS - BR: 007627

For Rest of the World: Tata Consultancy Services Asia Pacific Pte Limited (Co. Reg. No 200308003M) having its registered office at 60, Anson Road, #18-01, Mapletree Anson, Singapore 079914,

with a copy shall be sent to the Deputy General Counsel, Tata Consultancy Services Limited, TCS House, Raveline Street, Fort, Mumbai 400001, India.

16.2  Notices to Customer shall be sent at the email address provided by You at the time of registering and requesting for Use of the Software. You agree to receive electronic notices from TCS, which will be sent by email to the account administrator you specify in the Software Site. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the account administrator email address that you specify in the Software Site is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.

17.  Miscellaneous:

17.1  Changes to or Discontinuation of Services: TCS may change, discontinue, or deprecate the Services or any part or portion thereof or change or remove features or functionality of the Software and/or the Services from time to time, including by providing additional Content through the Service from time to time, or introduction or discontinuance of Subscription Plans, Support plans and any associated fees. TCS will notify you of any material change to or discontinuation of the Services by posting a notice on the Software Site. TCS may amend the Software Site from time to time to modify, add, or remove Service-specific terms that apply to one or more of the Services.

17.2  Modifications to the Agreement: TCS may modify this Agreement (including any policies) at any time by posting a revised version on the Software Site or by otherwise notifying you in accordance with Section 16. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message for Trial Services, and upon renewal of the Subscription Term in case of paid Services. You may be asked to accept the modified terms at the time of such renewal, however, to keep abreast of Your rights and relevant restrictions, please bookmark this Agreement or the page on which this Agreement is posted and read it periodically. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Software Site regularly for modifications to this Agreement. The date on which this Agreement was last modified is listed at the end of this Agreement. If you object to the modified/updated Agreement, as your exclusive remedy, you may immediately stop Using the Trial Services or choose not to renew, including cancelling any terms set to auto-renew.

17.3  No Assignment: You shall not sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of TCS. Any assignment in violation of this Section 17.3 shall be void.

17.4  Waiver: Either Party's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party.

17.5  Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.

17.6  No agency: This agreement does not create an agency, partnership, or joint venture.

17.7  No Third Party Beneficiaries: TCS, its Affiliates and their respective licensors may be third party beneficiaries of this Agreement. No other third party is intended to be beneficiary to this Agreement entitled to enforce its terms directly.

17.8  Import and Export Compliance. In connection with this Agreement, You will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Services, including the jurisdictions from which You Use, Your transfer and processing of Customer Data and any personal data included therein, the provision of Customer Data to Authorized Users, and the region in which any of the foregoing occur.

17.9  Force Majeure: We and our Affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including without limitation, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

17.10  Government End Users: The Service is commercial computer software and commercial computer software documentation. If the user of Services is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of Service(s), or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

17.11  Waiver of Right to Void Online Purchases. To the maximum extent permitted by applicable law, You waive Your rights to void purchases under this Agreement pursuant to any law governing distance selling or electronic or online agreements, as well as any right or obligation regarding prior information, subsequent confirmation, rights of withdrawal, or cooling-off periods.

17.12  Entire Agreement: This Agreement along with all documents referenced therein shall constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. By using the Service, You acknowledge that You have read this Agreement, understood it, and agree to be bound by the terms and conditions. A translation or summary thereof of the English language version of this Agreement may be provided for convenience, however, the English language version of the Agreement will control if there is any conflict. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

17.13  Definitions.

a.  Affiliate means shall mean with respect to any entity, any other entity that at such time directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such entity.

b.  API means application program interface.

c.  Authorized TCS Channel Partner means an entity having a valid, current agreement with TCS or its Affiliate to market, offer, and resell to Customer the right to use the Software as a service. Customer may find information regarding Authorized TCS Partners on the Software Site.

d.  Authorized User means an individual to whom Customer has granted access to use the Software on Customer's behalf, regardless of whether or not the User actually accesses the Software and subject to the limitation on number of users to which You subscribed. Users may be Your employees, consultants, contractors, customers or agents.

e.  Confidential Information means any proprietary or confidential information, technical data, or know-how and all other non-public information, material or data relating to a Party disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly in any form whatsoever: (i) that has been marked as confidential; (ii) when disclosed orally or visually, whose confidential nature has been made known by Disclosing Party, orally or in writing, to Receiving Party at the time of disclosure and subsequently reduced to or summarized in writing within fifteen (15) days; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential, and further includes all analysis, compilations, studies, summaries, extracts or other documentation prepared by the Receiving Party based on such information disclosed by the Disclosing Party. Whether or not so marked or designated, TCS Confidential Information includes any and all information relating to the Software, Services Environment, Enabling Software or Apps, Documentation and Services. Whether or not so marked or designated, Customer Confidential Information includes Customer Data owned by Customer that may be provided to TCS for purposes of providing Services. The terms "Disclosing Party" and "Receiving Party" shall have the meaning assigned to each of them in Section 4 (Confidential Information).

f.  Content means all information, works, and materials, including, but not limited to, software (including machine images), data, databases, text, audio, video, and images.

g.  Derivative Works shall mean works that are prepared in connection with, based upon or derived from the Software, Enabling Software or Apps, Services Environment, Documentation or other proprietary material, including without limitation, a revision (e.g. updates and upgrades), modification, customization, enhancement (e.g. creation of new micro-services or interfaces), improvement (e.g. additional content or metadata within existing feature or functionality), additions (e.g. new feature or functionality), interfaces (including stand-alone interface code), adapters, translation, abridgment, condensation, expansion or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted.

h.  Documentation shall mean related user manual, installation manual, release notes, specification of APIs, subscription plans, support and any other documentation and any updates thereof made available by TCS along with or in connection with the Software and the Services on or through the Software Site.

i.  Enabling Software or Apps shall mean software required to access and Use the Software or required to integrate and/or configure the Software with any third party software applications or devices outside the hosted Services Environment.

j.  Services mean making available the Software and the Software Environment as a cloud service along with any, Software Technical Support related thereto, where applicable, and included as part of the Subscription Plan, Enabling Software or Apps (provided by TCS) and any Documentation.

k.  Services Environment means all or part of operating and application system environment (physical, virtual or emulated) to provide the Software as a service to Customer, including all or part of software, servers, hardware, networks, equipment, and telecommunications facilities and the technology installed within such environment provisioned on a public cloud by TCS or its Affiliates or third party service providers.

l.  Software refers to the software products owned or distributed by TCS to which TCS grants You access as part of the Services, including any updates provided as part of the Services.

m.  Software Site means https://www.jile.io or any successor or related site or portal designated by TCS.

n.  Subscription Fee means fee corresponding to the Subscription Plan selected by Your or on Your behalf and fee for overages, if any.

o.  Subscription Plan means the different pricing plan(s) published on the Software website, for which You subscribe with respect to the functionality or associated services and number of Authorized Users.

p.  Subscription Term means the initial or renewal period of the subscription to Use the Services as set out in the invoice generated after payment of the Subscription Fee for the selected Subscription Plan.

q.  Customer Environment Customer's processing computer system hardware, software and operating environment required for the operation and Use of the Software as described in the relevant Documentation.

r.  Third Party Content means Content of any third party made available to You on or through the Software Site for use in conjunction or in relation with the Services.

s.  Use shall mean Customer's access and use of the Software deployed on the Services Environment as a cloud service in object code only and to the extent applicable, use shall also include the act of configuring the Software, transmitting and processing data by Authorized Users in connection with the business of the Customer in accordance with the terms of this Agreement.

Last Revision Date:  15 th October 2018

Copyright © 2018 Tata Consultancy Services Limited. All Rights Reserved.

This is an agreement (the "Agreement") between you ("You", "Your" or "Customer") and Tata Consultancy Services Limited ("TCS" or "We" or "us"), and governs Your and Your Users Use of the Software and Documentation which You are requesting.

By clicking and/or checking an "I Agree" or any similar button or check box presented with these terms at the time of requesting Use, and/or by activating the Software with any associated license key, or using, as applicable, all or any part of the Software, you agree to the terms of this Agreement.

If You are registering and/or accessing, downloading, installing or using the Software and/or the Services on behalf of an organization/entity You represent, You are agreeing to these terms and conditions on behalf of Your organization/entity, and You represent and warrant that You have read and understand these terms and that You have legal authority to bind your organization/entity to the terms of this Agreement. In that case, "You", "Your" or "Customer" also refers to that organization/entity.

If You do not agree with any of these terms, you must not download, install, activate, Use or access the Software and/or the Services in any way, or check and/or click "I Agree" or any similar box or button associated with this Agreement during the software registration, downloading, installation, activation, use or access process. You must immediately stop Use of the Software and/or access key/credentials provided to You.

1.  Use Terms.

1.1 Subject to the terms and conditions set forth in this Agreement, and in consideration of Your acceptance thereof and payment of Subscription Fees for Monthly Unit Licenses subscribed by You during each Annual Bulk Subscription Plan, TCS grants You a non-exclusive, non-transferable, non-sub licensable, right to Use and permit Your Authorized Users to Use the Software hosted on the Services Environment, during the validity of the Annual Bulk Subscription Plan for Your business operations, in accordance with instructions and guidelines provided in the accompanying Documentation, or as may be specified by TCS from time to time. All fixes, patches, upgrades and updates for the Software that TCS may (in its sole discretion) provide shall be deemed to be the part of and treated as Software provided as a service hereunder. You expressly acknowledge that the Software may include an internal clock function that may cause the Software to become inoperable or inaccessible at the end of the term of either all the Monthly Unit Licenses subscribed during the then current Annual Bulk Subscription Plan or the Annual Bulk Subscription Plan, whichever is earlier, and that access to and use of the Software and the Services thereafter may be prevented.

1.2 In order to Use the Software and/or the Services, You may be required to download and/or install Enabling Software or Apps provided by TCS or any third party. If such software is provided by a third party, the usage shall be governed by the terms and conditions of such third party. If such software is provided by TCS, the usage shall be governed by the terms and conditions of this Agreement and You agree not to use such software for any purpose other than to facilitate or enable Your Use of the Software as a service. Separate Fees and/or additional terms may apply for such Enabling Software or Apps. If such software is required to integrate and/or configure the Software and/or the Services with any third party software applications outside the Services Environment, You shall be responsible for procuring appropriate licenses for such third party software applications and complying with the applicable terms and conditions of respective third parties.

1.3 Trial Services. From time to time, we may offer You access to certain Software and/or Services that we designate as "beta," "pre-release", "experimental", "evaluation," "trial", "promotional" or "free" on the Software Site ("Trial Services"). Trial Services may be provided to you without charging Subscription Fee, except as otherwise specified by us, on ‘as is' basis without any warranties or liabilities, and used solely for internal evaluation purposes. We may limit, suspend, or terminate your access to any portion of the Trial Services for any reason, in our sole discretion, including, for example, the expiration of the Trial Services period, to enforce Trial Services usage limitations, or to protect our services or systems. Any Trial Service is subject to change without notice and may differ substantially upon commercial release. You acknowledge and understand that Trial Services may not have been tested or verified to meet security requirements and may not provide standard security features and may not be secure. Accordingly, You agree not to store any data that require confidential or secure treatment, including sensitive, regulatory or personal data. Trial Services may become unavailable or be taken offline at any time without notice and any data maintained in Trial Services environments may be deleted at any time, including at the end of the trial period, if You do not subscribe to a paid Annual Bulk Subscription Plan before the Trial Services become unavailable or the trial period ends. We are not responsible for any loss or compromise of data or breach of data security arising from your use of Trial Services. Your use of any trial services is at Your sole risk.

2.  Your Obligations:

2.1 In particular, and without limitation, You represents, warrants and covenants, that You shall NOT and shall not permit others to:

a) use, copy or modify, enhance or create derivative works of the Software or Services or any portion thereof, except as expressly permitted in this Agreement;

b) sell, license, sublicense, assign, transfer, distribute or timeshare the Software and/or the Services or otherwise grant any right under this Agreement to any third party, without the prior written consent of TCS;

c) reverse engineer, disassemble, de-compile, tamper, recreate, the Software and/or the Services or any part thereof;

d) remove, alter, obscure or otherwise render illegible any of TCS, its Affiliates, their respective licensors or service provider's logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the Software or the Services or any component or output thereof;

e) override access authorization and access controls for Your access and Use of the Software or the Services as may be prescribed by TCS or circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by TCS or its third party service providers, in connection with the Software or the Services;

f) use the access rights granted herein to gain or attempt to gain unauthorized access to other computer systems accessible via the internet, any portion of the Software and/or Service for which You have not been expressly authorized to use pursuant to this Agreement, or software or computer systems belonging to others which is also hosted by TCS;

g) use the Software and/or the Service to store or transmit malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses or use any automated means or bots to Use the Service;

h) Use the Software and/or the Services in any manner or for any purpose that violates any applicable law or the rights of others or allow the transfer, transmission, export or re-export the Software and/or the Services in violation of any applicable export control laws or regulations;

i) interfere with or disrupt the integrity or performance of any Software and/or the Service or data, device, account, network or Services Environment;

j) perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the Software and/or the Services Environment without TCS' prior written consent;

k) interface or link or include, without express written permission, the Software with any other systems or applications or services other than those agreed in writing and in accordance with the Documentation provided by TCS;

l) use any public software or open source software in connection with Software and/or the service in any manner that requires, pursuant to the license applicable to such public or open source software, that the Software be disclosed or distributed in source code form, or made available free or charge to recipients, or modifiable without any restriction by recipients;

m) access or use the Software and/or the Services for purposes of competitive or comparative analysis, the development, provision or use of a competing software service or product or any other purpose that is to the TCS's detriment or commercial disadvantage; or

n) issue any press release or make any other public communication with respect to this Agreement or Your use of the Software and/or the Services without TCS' prior written consent.

2.2 In order to subscribe to the Services, You are required to complete the registration process on the Software Site by providing us with current, complete, and accurate information as prompted by the applicable registration form. The Services may be available only in select countries which you can check at the time of registration and/or ordering the Services and are also subject to applicable export control laws and regulations. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and any other non-public account information. You shall be responsible for all activity occurring under Your control and/or through Your user accounts and Your information systems used to access the Services, and ensure that You and Your Authorized Users abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Use of the Software, including those related to data privacy, international communications, export and the transmission of technical or personal data. You shall not export or re-export any software or technical or personal data (or direct products thereof) provided under this Agreement in violation of any applicable export control laws and regulations. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary : (a) to securely administer the distribution and use of all access credentials and protect against any unauthorized Use of the Software; (b) for the security of its information systems used to Use the Software and/or the Services; and (c) for its Authorized Users' compliance with the terms of this Agreement, including without limitation, that the access credentials to Use the Software are not shared or used by more than one individual (unless such license is reassigned in its entirety to another Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Software). You shall designate one or more account administrators. Account administrators shall be responsible for managing user access, including adding and subtracting Authorized Users, placing orders, enabling subscription plans, etc. You are responsible for understanding the setting and control and whom you allow to become Administrators and any actions they take. You acknowledge and agree that it is prohibited from sharing passwords and/or user names. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.

2.3 You remain responsible for any and all data, test data, scripts, information, materials and content of any database input / uploaded / stored / processed or otherwise made available by it and transmission, transfer, archival, conversion or use of any and all data (including personally identifiable data) and/or introduced into the Software and/or the Services Environment, by You or on Your behalf ("Customer Data"). You represent and warrant to TCS that You and/or Your licensors have all rights, title and interests in the Customer Data and You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. TCS has no obligation to monitor the Customer Data uploaded on to the Services. TCS shall not have any rights in the Customer Data except as stated herein. To the extent any Customer Data is required to be used in the operation and/or performance of Software and/or the provision of Services hereunder, You hereby grant to TCS, its Affiliates and third party service providers a non-exclusive, irrevocable, worldwide, fully paid up and royalty free right and license to use, copy, display, disclose, modify, reproduce, sublicense and distribute such Customer Data solely to provide Services. TCS, its Affiliates and third party service providers shall not access Your user accounts or Customer Data, except (i) in the course of data center operations if required, (ii) in response to Service Environment or technical issues, (iii) at Your specific request as reasonably required in the provision and support of Services; or (iv) if deemed necessary based on Your violation of this Agreement. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, vulnerabilities, appropriateness, and intellectual property ownership or right to use of all Customer Data. The Software or Services Environment do not replace the need for You to encrypt, mask, secure Customer Data and maintain regular data backups or redundant data archives. You agree that all Customer Data will be in format compatible with the Software and/or the Services Environment and agree that Customer Data may not be fully recoverable beyond the last restoration archive point where Software permits uploading, copying, archiving or storage of Customer Data in the Services Environment. No data back-up or service is made available under this Agreement and the same shall be Your sole responsibility. You acknowledge and agree that Software is provided as a service and/or where You request some support from TCS, the Customer Data may be transferred or stored outside the EEA (European Economic Area) or the country where You and/or Your Authorized Users are located in order to carry out the services and TCS's other rights under this Agreement.

2.4 As between TCS and You, You shall be responsible for (a) acquisition, installation and maintenance of the Customer Environment; (b) complying with the applicable terms and conditions of the respective third party products used in Customer Environment (c) choice, installation, use and maintenance of any third party software not forming part of the Software, which is and/or to be used in relation to the Software, (d) making regular back-ups of Your data processed via the Software, and (e) complying with any laws or regulations applicable to Your or Your industry that are generally not applicable to licensed product providers.

2.5 Your agree to provide information and/or other materials relating to its Use of Services and/or Customer Data as reasonably requested by TCS to verify Your compliance with the Agreement. You agree that TCS may, upon notice of at least five (5) days, audit Your Use of Software for compliance with the terms & conditions of this Agreement and agree to provide access (including remote access) to sites/equipment where Software is Used and/or supply all relevant information necessary for such audit. You shall maintain a written, up to date list of current Authorized Users and provide such list to TCS within five (5) business days of the written request at any time by TCS. You shall be liable to pay TCS immediately on demand additional Subscription Fee, equal to two times the applicable subscription fee as per then current TCS price list, with respect to the increased or extended Use of the Software and/or the Services revealed by the audit. Payment of the amounts as stated above shall not release You from its contractual obligations. TCS and/or its licensors expressly reserve the right to claim damages for any further prejudice. If any audit reveals You to be in breach of this Agreement, TCS shall be entitled to terminate the license granted hereunder, without prejudice to any other rights or remedies TCS may have under this Agreement or otherwise.

3.  Ordering and Delivery.

You agree that authorization to Use the Software is based upon, and subject to, the order made by You or on Your behalf by an Authorized User or Authorized TCS Channel Partner, as the case may be. TCS will provide access to the Software as a cloud service only in accordance with the Annual Bulk Subscription Plan selected, ordered and paid. Any terms that may appear on a Customer's order form (including without limitation pre-printed terms), or as part of Customer's order with an Authorized TCS Channel Partner, that conflict or vary from the terms and conditions of this Agreement shall not apply to the Software and/or the Service hereunder and shall be deemed null and void. Unless otherwise stated, TCS will crawl or monitor Service usage data related to Customer's account for billing and administrative purposes, to provide support and investigate fraud, abuse or any violations of the Agreement. You consent to TCS process of such data where TCS or its Affiliates maintain their administrative, support and investigation personnel. You will be invoiced by TCS or its Affiliate depending upon billing information You provide at the time of You ordering for the Services directly from the Software Site. The invoice currency will be USD or converted local currency depending upon the prevailing local regulation in this regard. If You are ordering through an Authorized TCS Channel Partner, You will be invoiced by such channel partner based on the billing information You provide at the time of You ordering for the Services through the Authorized TCS Channel Partner. You consent to lawful use, disclosure, processing and transfer of your account information, including billing information and Annual Bulk Subscription Plan by TCS, its Affiliates and their respective third party service providers and Authorized TCS Channel Partner solely to provide You with the Services and process Your payments. You consent to TCS paying directly (or indirectly through Monthly Unit Licenses as credits to their subscription accounts) its reseller Affiliates or TCS or its Affiliates paying fees or Monthly Unit Licenses as credits to their subscription accounts to the Authorized TCS Channel Partners. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with, the size of your order. The list prices for Services are the same whether or not Your order is through a TCS Affiliate or an Authorized TCS Channel Partner. In the event You exceed the authorized Use in accordance with the selected Annual Bulk Subscription Plan and the Monthly Unit Licenses subscribed, the overage will be treated as an order for excess use and You will be billed for the overage at the rates stated on the Software Site and included for the remainder of the Annual Bulk Subscription Plan. TCS reserves the right to introduce new subscription plans and discontinue any subscription plans, the information regarding which will be made available on the Software Site. The Subscription Plans displayed on the Software Site and those offered through the Authorized TCS Channel Partner or to corporate bulk purchase customers may differ.

4.  Fees and Taxes.

4.1 You agree to pay for all Services in accordance with the Monthly Unit Licenses subscribed by You or on Your behalf and any overages. All fees due under the Agreement are due in full and payable in advance, are non-cancelable and the sums paid are nonrefundable unless required under the applicable law, provided however, no refunds or extensions or Use will be provided for partially unused months. If You are ordering through an Authorized TCS Channel Partner, You agree to discharge all taxes on Your transaction with such channel partner on Your purchase of Monthly Unit Licenses and subscription to the Services. You shall be solely liable to discharge the applicable taxes to the local tax jurisdiction in the prescribed time limit. Customer located outside India undertakes holding of valid registration under local VAT/GST or similar taxes applicable to import of such services.

4.2 Subscription Fees are exclusive of applicable Sales, Use, VAT, GST or any tax of similar nature that shall be payable in addition to the fees from the customer availing services in India. Customer receiving services outside India shall discharge taxes applicable in their tax jurisdiction to the concerned tax authority.

4.3 If any taxes are required by law to be withheld on payments made by You to TCS or its reseller Affiliate or Authorized TCS Channel Partner, you are obliged to gross up, compute and pay appropriate taxes equivalent to the taxes to be withheld to the prescribed authority in which case the sum payable by You will be increased to the extent necessary to ensure that, after making such deduction or withholding, TCS receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required. You agree to indemnify, defend and hold harmless TCS and its Affiliates for any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever for failure to withhold and pay such taxes or discharge all taxes on its transaction with an Authorized TCS Channel Partner when ordering through an Authorized TCS Channel Partner.

4.4 This tax section shall govern the treatment of all taxes arising as a result of or in connection with this Agreement notwithstanding any other section or any other document included in this Agreement.

4.5 When ordering directly through the Software Site, You may pay the Subscription Fees through Your credit card, or other accepted payment method, if any, as may be specified on the Software Site. You hereby authorize third party payment processing service provider to bill Your credit card or account for Your subscription to the Services (and any renewal thereof) on behalf of TCS and its Affiliates. You are responsible for paying for the entire Subscription Term whether or not actively used. When ordering through an Authorized TCS Channel Partner, You may pay the Subscription Fees through a payment method as agreed with the Authorized TCS Channel Partner.

4.6 Your new Annual Bulk Subscription Plan will be created only on expiry of any current Annual Bulk Subscription Plan and purchase of any Monthly Unit Licenses in bulk for subscribing to the Services after expiry of then current Annual Bulk Subscription Plan and payment of the applicable Subscription Fee, provided the subscription plan is still being offered by TCS .. You can view the Monthly Unit Licenses consumed and balance Monthly Unit Licenses available from My Account page on the Software Site for the then current Annual Bulk Subscription Plan and the remaining period of the Annual Bulk Subscription Plan during which the balance Monthly Unit Licenses should be used. Any unused Monthly Unit Licenses or portion thereof lapse on expiry of the Annual Bulk Subscription Plan and can no longer be used. When ordering directly from the Software Site, You agree that Your credit card, debit card or other payment account provided by You to the third party payment processing service provider for Your subscription to the Services may be charged at the time of purchase of Monthly Unit Licenses. If Your credit card or debit card provided to, or other payment account with, the third party payment processing service provider expires prior to the purchase date, and if You do not update your credit card or debit card or payment account before the purchase date with the third party payment processing service provider or if there is no sufficient balance in Your credit card, debit card or other payment account or if You are in a jurisdiction which does not permit auto-debit of Your credit card or debit card or other payment account, You will be unable to complete your purchase of the Monthly Unit Licenses. You acknowledge and agree that Your Annual Bulk Subscription Plan and any Monthly Unit Licenses purchased at any time are non-cancellable and Your Annual Bulk Subscription Plan and any balance Monthly Unit Licenses will terminate at the end of the then current subscription term for which You have already subscribed and paid.

4.7 TCS may use a third party service provider to manage credit or debit card and other payment processing provided that such service provider is not permitted to use Your payment account information except to process Your credit card, debit card and/or other payment information for TCS or its Affiliates. The third party service provider may require You to open an account with it in accordance with its terms and conditions and applicable policies, including but not limited to, privacy policies, for payment processing for Your subscription (and any renewal thereof). You must update Your account with the third party payment processing service provider of any change in Your credit card, debit card or other payment account information to ensure continuity of Services. If You are in a jurisdiction which does not permit auto-debit of Your credit card, debit card or Your account, You may have to subscribe using other payment processing methods, if available and mentioned on the Software Site. Use of third party payment processing services is provided for Your convenience and You agree that their use by You shall be subject to respective terms and conditions and applicable policies of such third party payment processing service providers. The information regarding such service providers utilized by TCS or its Affiliates and their terms of use can be accessed from here https://www.jile.io/security.html on the Software Site.

4.8 Any further allocation or subscription (as the case may be) i.e. top-up of Monthly Unit Licenses shall be added to the then current Annual Bulk Subscription Plan and such Monthly Unit Licenses shall remain valid only for the term of such Annual Bulk Subscription Plan.

5.  Security and Data Privacy.

5.1 Without limiting Section 12 (Disclaimer) or Your obligations under Section 2 (Your Obligations), TCS will implement reasonable and appropriate measures designed to help secure Customer Data against accidental or unlawful loss, access or disclosure.

5.2 You acknowledge that the Software and/or the Services are not intended for use with or for processing personal or sensitive personal information, protected health information, credit card numbers, financial account numbers, or other similarly sensitive information, and that You assume all risk arising from use of any such information with the Software and the Services, including without limitation the risk of any inadvertent disclosure or unauthorized access thereto or export. You are responsible for determining whether the Software and/or the Service is appropriate for its purposes, storage and processing of information subject to any specific law or regulation or any standard. TCS, its Affiliates, partners or service providers are not responsible for compliance with any laws or regulations applicable to You or Your industry.

5.3 If TCS processes any personal data on Your behalf when performing its obligations under this Agreement, such as those submitted by You or collected by TCS e.g. Internet protocol ("IP") address used to connect your computer to the Internet (which may allow us to identify your geographic location) at the time of registering for or the account information which You may provide such as names, usernames, email addresses, phone numbers and billing information associated with Your account for registering, ordering or Using the Software, or information relating to devices, computers and Use of Services, the Parties record their intention that You shall be the data controller and TCS shall be a data processor and in any such case:

a) You acknowledge and agree that the personal data may be transferred or stored outside the EEA (European Economic Area) or the country where You and Your Authorised Users are located in order to carry out the Services and TCS's other rights under this Agreement;

b) You represent that You are entitled to transfer the relevant personal data to TCS so that TCS, its Affiliates or third party service providers may lawfully use, disclose, process and transfer the personal data in accordance with this Agreement and the Privacy Policy available on the Software Site at https://www.jile.io/privacypolicy and the privacy policy of the third party service providers utilized by TCS;

c) You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer in accordance with this Agreement; and

d) each Party shall take appropriate technical and organisational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

5.4 You acknowledge and agree that the Software is provided as cloud service hosted on third party cloud service providers' infrastructure (including supporting applications and databases) and utilizes third party payment processing service providers which may process Customer Data and any personal data included in Customer Data in accordance with their security and privacy policies necessary to provide the services. The information regarding third party cloud service providers and third party payment processing service provider utilized by TCS or its Affiliates and their security and privacy policies or guidelines can be accessed from here https://www.jile.io/security.html on the Software Site. You consent to processing of the Customer Data and any personal data included in Customer Data in accordance with security and privacy policies of such third party service providers. You understand that use of the Services necessarily involves transmission of Customer Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Customer Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Customer Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.

6.  Confidential Information

6.1 Each Party (the "Receiving Party") acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other Party (the "Disclosing Party") hereunder. The Receiving Party shall not disclose or disseminate the Disclosing Party's Confidential Information to any person other than those employees, agents, contractors, subcontractors, service providers and licensees of the Receiving Party, or of its Affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (i) shall take all such steps to prevent unauthorized access to the Disclosing Party's Confidential Information, as it takes to protect its own confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care, (ii) shall not use the Disclosing Party's Confidential Information, or authorize other persons or entities to use the Disclosing Party's Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder, and (iii) shall require all persons and entities who are provided access to the Disclosing Party's Confidential Information, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 8. The provisions of this Section respecting Confidential Information shall not apply to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) subsequently learned from an independent third party free of any restriction and without breach of this provision; (c) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) is independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange. Upon the Disclosing Party's written request at any time, or following the completion or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof.

7.  Ownership and Proprietary Rights.

7.1 Customer acknowledges and agrees that TCS and / or its licensors does and will continue to own all intellectual property and intellectual property rights in or attached to the Software, Enabling Software or Apps, Documentation, and Services Environment including without limitation, in or attached to any Derivative Works thereof, whether solely or jointly conceived, or even if made for the Customer. Nothing contained herein shall be construed as a transfer, assignment or conveyance by TCS to Customer of the ownership, interest or title to the intellectual property or intellectual property rights in or attached to the Software, Enabling Software or Apps, Documentation, Services Environment or any Derivative Works thereof. The Customer only receives the right to Use for the Subscription Term explicitly granted by TCS to Customer hereunder.

7.2 Customer acknowledges and agrees that TCS shall have the right to collect, use, disclose, publish, or otherwise exploit without restriction or compensation to Customer, including without limitation, in future releases or further developments, any technical data relating to the use of the Software and/or Services, comments or feedback that Customer provides regarding the Software, Enabling Software or Apps, Documentation or the Service and reference the license granted to the Customer; or any and all knowledge and information arising out of use of the Software (including Derivative Works, if any), Documentation or the Service by the Customer.

8.  Third Party Software or Content.

8.1 Notwithstanding the Use grant in Section 2, Customer acknowledges that certain components of the Software and/or the Services may be covered by so-called "open source" software licenses ("Open Source Software" or "OSS") or third party proprietary software components (collectively "Third Party Software"). Third Party Software, if any, contained in this Software and/or the Services and the Use thereof, shall be subject to the terms and conditions of the relevant Third Party Software license agreement only. Third Party Software and related information (including relevant notices) for the versions of the Software Used are mentioned in the accompanying Documentation or the Software Site at the following link: https://​www.jile.io/oss.html In the event of any conflict between the terms of this Agreement and those in the relevant license agreement applicable to such Third Party Software components, the terms of the applicable license agreement shall prevail with respect to use of that relevant Third Party Software component. To the extent the terms of the licenses applicable to any OSS require licensor to make an offer to provide source code or related information in connection with the Software, such offer is hereby made, and may be requested in writing by the Customer and accessed from the information provided in the above mentioned link.

8.2 Third Party Content may be made available on the Software Site for use in conjunction with the Software and/or the Services. Your use such Third Party Content will constitute a separate agreement directly between You and the Third Party Content provider for the provision of the Third Party Content. The Third Party Content provider is solely responsible for the Third Party Content, and we shall have no obligation or liability arising from such Third Party Content. You consent to our sharing information, including Customer Data, with the provider of the Third Party Content in connection with your use of the Third Party Content.

9.  Software Support Policy.

9.1 TCS will use commercially reasonable efforts to provide You with technical support relating to the Software in accordance with our Software Support Policy, based on Your subscription plan. TCS may change, discontinue, or add to the Software Support Policy or Support plans from time to time by posting a notice on the Software Site. TCS may change, discontinue or deprecate any APIs utilized for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for three (3) months after the change, discontinuation, or deprecation (except if supporting the previous version (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is rendered impossible or impractical as a result of a requirement of the law or requests of governmental entities).

9.2 TCS does not represent or warrant that the Software and/or the Services provided under this Agreement functions without interruption and without error or that such Software or Services will operate in every combination desired by Customer with any data, computer systems and programs of its choice or that the remedying of one error does not result in the occurrence of other errors. Further, TCS shall not be considered to be in breach to the extent that TCS offered to Customer a correction, update or upgrade and Customer failed to implement such correction, update or upgrade. In such cases, the work put in by TCS in order to determine the cause of the fault and to remedy the fault shall be invoiced in accordance with TCS' then current rates of charges. Customer acknowledges that TCS does not control the transfer of data over communication facilities, including the internet, and that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. TCS is not responsible of any delays, delivery failures, or other damage resulting from such problems or for any issues related to the performance, operations or security of the Services that arise from Customer Data.

9.3 You acknowledge and agree that the Software is provided as cloud service hosted on third party cloud service providers infrastructure (including supporting applications and databases) and TCS does not make any representations or guarantees regarding support, uptime or availability unless specifically identified in Software Support Policy. The information regarding third party cloud service providers utilized by TCS and their respective service terms and service level agreements (if any) can be accessed from here https://www.jile.io/security.html on the Software Site. You acknowledge and agree that Software Support Policy will be subject to support/service terms and service level agreements of such third party cloud service providers. TCS shall not be responsible for any service / support issues arising out of or related to services provided by such third party service providers.

10.  Suspension of Services

10.1 Notwithstanding TCS' right to terminate, TCS may, directly or indirectly, suspend, deny or disable Your or any Authorized User's or any other third party access to or use of all or any part of the Software or the Services, without incurring any resulting obligation or liability, if:

(a) TCS believes, in its good faith and reasonable discretion, that:

(i) You or any Authorized User has failed to comply with, any term of this Agreement, or accessed or used the Software, the Enabling Software or Apps, the Services Environment or the Services provided under this Agreement, beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Documentation;

(ii) You or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities; or

(iii) Use or non-Use of Software and/or Service by Customer, or Customer Data, which poses an imminent threat to the Software and/or the Services; or

(iv) continued Use of the Software and/or the Services may result in harm to the TCS, its Affiliates or third party service provider systems or other TCS customers, or result in a violation of applicable law, regulation, legal obligation or rights of any third party; or

(v) any Customer Data violates the rights of any third party, or You fail to respond to a claim of alleged infringement under Section 13 within a reasonable time;

(vi) You have failed to pay the Subscription Fee, as required; or

(vii) You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or

(b) TCS receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires TCS to do so. This section does not limit any of TCS's other rights or remedies, whether at law, in equity or under this Agreement.

We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach (where curable), but if we determine that Your actions or inactions are covered by sub-sections 10.1(a)(ii), (iii), (iv), (v) and (vii), we may suspend your access immediately without notice.

10.2 Effect of Suspension. If Your right to access or use any portion or all of the Services is suspended:

(a) You remain responsible for all fees and charges You incur during the period of suspension;

(b) processing of Customer Data may be suspended or cancelled;

(c) Customer Data may not be erased, except as specified elsewhere in this Agreement;

(d) You may retrieve Customer Data from the Service during any suspension only if you have paid any charges for any post-suspension use of the Services and all other amounts due.

11.  Termination

11.1 This Agreement shall terminate upon expiry or termination of the Subscription Term, or the date of termination of this Agreement in accordance with the provisions herein, whichever is earlier.

11.2 If You breach any provisions of this Agreement or violate any law, rule or regulation, Your access and use of the Software is automatically terminated and any subsequent access and use is unauthorized. TCS shall have the right, but without any obligation, to restrict access to and/or immediately remove or block any and all contents uploaded by or on behalf of the Customer that violates these terms and conditions or is non-compliant in TCS' sole discretion and TCS shall have the right to take appropriate measures available to it under the applicable law.

11.3 Either Party may terminate this Agreement for convenience upon written notice of thirty days with no obligation or liability of any kind on the part of the other Party except as to which has already accrued or otherwise agreed to under this Agreement. If this Agreement is terminated by TCS for convenience, it will refund from any Subscription Fee paid in advance by You an amount equal to the effective price of the unutilized Monthly Unit Licenses subscribed during the term of then current Annual Bulk Subscription Plan to You if You have ordered and paid for Services directly to TCS or its Affiliates through the Software Site. In case You have paid the Subscription Fee for the Services through an Authorized TCS Channel Partner, You agree that You will have to seek the refund through the Authorized TCS Channel Partner through which You ordered the Services. You agree that no refund shall be made by TCS if this Agreement is terminated for convenience by You.

11.4 TCS may also terminate this Agreement immediately upon notice to you (a) for cause, if any act or omission by You or any Authorized User results in a suspension described in Section 10 is either not curable or where curable, is not cured within a period of seven (7) days from date of notice to You, (b) if our relationship with a third party partner who provides software or other technology we use to provide the Services expires, terminates, or requires us to change the way we provide the Software or other technology as part of the Services, (c) if TCS believes providing the Services could create a substantial economic or technical burden or material legal or security risk for TCS, (d) in order to comply with the law or requests of governmental entities, or (e) if TCS determines use of the Services by You or any Authorized User or our provision of any of the Services to You or any Authorized User is impractical, prohibited, or unfeasible for any legal or regulatory reason.

11.5 In the event of termination or expiration of this Agreement,

a) all your rights under this Agreement immediately terminate and You shall cease to use the Software and the Services, Documentation and Confidential Information, in whatever form disclosed hereunder, immediately upon expiration or termination of the Agreement.

b) All copies of Software, Documentation and Confidential Information received by Customer and/or made by use of Service shall be deleted from Customer's computer systems in the event of termination or expiration of this Agreement and on request from TCS, Customer shall certify in writing its compliance with this paragraph to TCS within five (5) days.

c) Your access to, and processing of Customer Data by, the Services on or after the date of termination will be terminated. No data access or retrieval services are available post expiry or termination of the Annual Bulk Subscription Plan (except as mentioned in Section 11.5(d) below or this Agreement. You are advised to take regular back-ups of Your Data on the Services before such expiry.

d) Customer Data may, however, be retained for a period of thirty (30) days post expiry or termination of the Annual Bulk Subscription Plan and may be made available if the subscription is renewed by the Customer within such thirty (30) days but not otherwise.

11.6 The provisions of this Agreement necessary to determine, enforce or interpret the rights and obligations of the Parties shall survive any expiration or termination of this Agreement, including without limitation, the provisions of Sections 2, 4, 6, 7, 11.5, 12, 13.3, 13.4, 14, 15, 16, 17.3, 17.4, 17.5, 17.7, 17.11, 17.12 and 17.13 shall survive expiration or termination of this Agreement.

12.  Warranty Disclaimer.

12.1 The Software (including any Derivative Works), Documentation and/or the Services and related information and materials, including without limitation, Confidential Information, any Third Party Software (if any) contained in the Software, Documentation and/or the Service, any Third Party Content, or any third party services utilized by TCS or its Affiliates to provide the Services, is/are provided "AS IS". TCS and its Affiliates or Authorized TCS Channel Partners make no representations and warranties of any kind, whether expressed or implied, including, but not limited to, any implied warranty of merchantability, satisfactory quality, non-infringement, fitness for a particular purpose, any legal or regulatory compliance requirements, quite enjoyment, system integration, configuration, accuracy, reliability, error-free, free of harmful components, un-interruption, support (unless otherwise specified), correction, repair or otherwise any warranties arising out of any course of dealing or trade or that the Company Data stored will be secure or not otherwise lost or damaged. TCS will not be responsible for service interruptions. No advice, information or support obtained by the Customer from TCS, its Affiliates or from any Authorized TCS Channel Partners or any third party or through the Services shall create any warranty not expressly stated in the Agreement.

12.2 You further acknowledge that the Software and Services are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Software or Services could lead to death, personal injury, or severe physical or environmental damage, including without limitation the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control, life support or weapons systems.

13.  Indemnity

13.1 Subject to Section 13.4, TCS will defend, or at its option settle, any unaffiliated third party claim alleging the Software, when used in accordance with this Agreement during the term of then current Annual Bulk Subscription Plan, infringe the registered intellectual property rights of a third party ("Infringement Claim") in the territory in which You have subscribed at the time of registering in accordance with this Agreement, and shall pay any and all direct damages, losses, assessments, charges, costs, including without limitation reasonable legal fees and disbursements, and court costs ("Losses") arising therefrom; provided that the TCS shall have no obligations to the Customer under this Section 13.1 or Section 13.2 below for Losses to the extent resulting from:

a) modification of the Software and/or Services, if such modification was not made by TCS; or

b) Use of the Software and/or the Services in combination with third party hardware or software, or with third party services, processes or materials where the infringement would not have occurred but for such combination; or

c) use of the Software and/or the Services in a manner contrary to or in violation the provisions of this Agreement; or

d) Customer's failure to implement corrections, revisions, updates or upgrades provided by TCS, the use of which would have prevented any such Infringement Claim; or

e) TCS's compliance with any specific requirements, instructions or technical designs of the Customer, or use, processing or storage of or otherwise arising out of or in relation to any Customer Data; or

f) Your or Your Authorized Users continued use of the Software and/or the Services or other allegedly infringing activity after receiving notice of the alleged infringement; or

g) Any version of the Software and/or the Services which is no longer supported by TCS.

13.2 In the event that any Infringement Claim is initiated against You and permitted use of the Software and/or the Services is injuncted by a valid court order, or in the TCS's sole opinion is likely to be initiated for which TCS is liable in terms of Section 13.1, then TCS may, at its expense, either:

a) modify or replace the infringing part of the relevant Software and/or the Service so that such part is no longer infringing; or

b) procure for You the right to continue using the infringing part of the relevant Software and/or the Service;

in either case, as promptly as possible and in a manner which will avoid unreasonable disruption to Your operations. If neither of options 13.2 (a) and (b) is reasonably possible or effective, and if the infringement is established by a final decision of the competent court or through a extrajudicial settlement, TCS shall cancel the subscription and terminate all rights and licenses granted to You and refund from any pre-paid Subscription Fees to You an amount equal to the effective price of the unutilized Monthly Unit Licenses subscribed during the term of then current Annual Bulk Subscription Plan for Use of the Services if You have ordered and paid for Services directly to TCS or its Affiliates through the Software Site. If You have paid the Subscription Fee for the Services through an Authorized TCS Channel Partner, You agree that You will have to seek Your refund, if any, through the Authorized TCS Channel Partner, through which You ordered the Services.

The provisions of Section 13.1 and Section 13.2 state the TCS's entire liability and Your sole remedy with respect to any Infringement Claim.

13.3 Customer agrees to indemnify and hold TCS, its Affiliates, licensors, third party service providers and their respective directors, officers, employees, agents and representatives harmless from any third party claim, demand or expense, including reasonable legal and attorney fees, due to or arising out of sub-sections (a) to (g) of Section 13.1 or any matters connected therewith.

13.4 Neither Party ("Indemnified Party") shall be entitled to seek any indemnification from the other party ("Indemnifying Party") under this Section 13 unless Indemnified Party:

a) provides Indemnifying Party with prompt written notice of any claim, demand or action for which Indemnified Party is seeking or may seek indemnification hereunder and gives the Indemnifying Party the right to have sole control over the investigation, defence and settlement negotiations;

b) does not make any statement or admission in relation to such claim which may prejudicially affect the chances of settlement or defence of such claim;

c) reasonably cooperate with Indemnifying Party in assisting the defence of the claim and in the investigation, negotiations or settlements of any such claim, demand or action by providing all assistance and information to perform the above obligations, at Indemnifying Party's expense.

14.  Limitation of Liability

14.1 Neither Party shall be liable for any, indirect, incidental, special, exemplary, punitive or consequential damages, use or loss of use; loss or damage of data, lost profits, business, revenue, goodwill or anticipated savings; business interruption; procurement of substitute goods or services; suffered by other Party or any third party however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising from or as a result of using the Software and/or the Service, even if advised of the possibility of such loss or damage. The aggregate liability of either Party for all damages arising from or relating to this Agreement (whether in contract, tort or any other theories of law) shall not exceed the total amount of Subscription Fees paid by You directly to TCS or its Affiliates through the Software Site or an equitable portion of Subscription Fee received by TCS from Authorized TCS Channel Partner through which You ordered the Services under then current Annual Bulk Subscription Plan during which such liability arose.,. For Trial Services or any portion thereof provided free of charge, TCS' and its Affiliates liability is limited to direct damages up to US$100.00 USD or an equivalent amount in applicable local currency.

14.2 The limitation/exclusion on any Party's liability as set forth in Section 8.1 shall not apply to liability for damages,

a) Resulting from the wilful misconduct of a Party, its employees or agents, or anyone for whom it is in law or by contract responsible;

b) Each Party's indemnification obligations under Section 13;

c) Use of the Software and/or the Service by You or Your Authorized Users in a manner not permitted under this Agreement; and

d) Misappropriation or infringement of TCS, its Affiliates or their licensors or third party service providers' intellectual property rights by Customer.

15.  Governing Law & Dispute Resolution:

15.1 If Your billing information is in a country within the Americas, this Agreement shall be governed by laws of State of New York, USA, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, You consent to the exclusive jurisdiction of the courts in the city of New York over any matter arising out of or connected with this Agreement.

All disputes or differences whatsoever arising between the Parties, out of or in relation to the construction, meaning and operation or effect of this Agreement or breach thereof, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "Rules") by a single independent and neutral arbitrator appointed by AAA within fifteen (15) days of reference of dispute in accordance with the said Rules and shall be an attorney with at least fifteen (15) years of experience or a former judge. The seat of arbitration and the arbitration proceedings shall be at New York and the language of arbitration proceedings shall be English. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

15.2 If Your billing information is in a country within Europe or African continents, this Agreement shall be governed by the laws of England, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, You consent to the exclusive jurisdiction of the courts in London, England over any matter arising out of or connected with this Agreement.

All disputes or differences whatsoever arising between the Parties, out of or in relation to the construction, meaning and operation or effect of this Agreement or breach thereof, shall be exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules for the time being inforce, which Rules are deemed to be incorporated by reference in this Section 15.2. The seat of the arbitration shall be London. The language of the arbitration shall be English. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

15.3 If Your billing information is in a country outside the Amercas, Europe or African continents ("Rest of the World"), this Agreement shall be governed by the laws of Singapore, without giving effect to the conflicts of law principles thereof. Subject to the arbitration provisions below, You consent to the exclusive jurisdiction of the courts in Singapore over any matter arising out of or connected with this Agreement.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") by one or more arbitrators appointed in accordance with the said Rules for the time being in force, which Rules are deemed to be incorporated by reference in this Section 15.3. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The award made in pursuance thereof shall be final and binding on the Parties. Neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both the Parties.

15.4 Nothing herein shall prohibit TCS from seeking a temporary restraining order, preliminary injunction or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage, to preserve the status quo, or to prevent or stop the violation of these term and conditions and/or infringement of intellectual property rights or other proprietary rights or Confidential Information of TCS, its Affiliates and/or their respective licensors, or from bringing and pursuing legal action to specifically enforce the provisions of this Section 15.

16.  Notices:

16.1 All notices provided for or permitted under this Agreement to TCS shall be deemed effective upon receipt, and shall be in writing and (i) delivered personally, (ii) sent by commercial overnight courier with written verification of receipt, or (iii) sent by certified or registered mail, postage prepaid and return receipt requested.

Notices to TCS shall be sent to the attention of its Legal Department, at the following addresses:

For Americas: Tata Consultancy Services Limited, 101 Park Avenue, NY 10178, NY,

For Europe and Africa: Tata Consultancy Services Limited, at its Registered Branch Office at 18 Grosvenor Place, London SW1X 7HS - BR: 007627

For Rest of the World: Tata Consultancy Services Asia Pacific Pte Limited (Co. Reg. No 200308003M) having its registered office at 60, Anson Road, #18-01, Mapletree Anson, Singapore 079914,

with a copy shall be sent to the Deputy General Counsel, Tata Consultancy Services Limited, TCS House, Raveline Street, Fort, Mumbai 400001, India.

16.2  Notices to Customer shall be sent at the email address provided by You at the time of registering and requesting for Use of the Software. You agree to receive electronic notices from TCS, which will be sent by email to the account administrator you specify in the Software Site. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the account administrator email address that you specify in the Software Site is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.

17.  Miscellaneous:

17.1 Changes to or Discontinuation of Services: TCS may change, discontinue, or deprecate the Services or any part or portion thereof or change or remove features or functionality of the Software and/or the Services from time to time, including by providing additional Content through the Service from time to time, or introduction or discontinuance of subscription plans, Support plans and any associated fees. TCS will notify you of any material change to or discontinuation of the Services by posting a notice on the Software Site. TCS may amend the Software Site from time to time to modify, add, or remove Service-specific terms that apply to one or more of the Services.

17.2 Modifications to the Agreement: TCS may modify this Agreement (including any policies) at any time by posting a revised version on the Software Site or by otherwise notifying you in accordance with Section 16. The modified terms will become effective upon posting for Trial Services but if You are a paying Customer only from the date of any further allocation of Monthly Unit Licenses to You or purchase of Monthly Unit Licenses by You. You may be asked to accept the modified terms at the time of Your next login, however, to keep abreast of Your rights and relevant restrictions, please bookmark this Agreement or the page on which this Agreement is posted and read it periodically. By continuing to use the Service after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Software Site regularly for modifications to this Agreement. The date on which this Agreement was last modified is listed at the end of this Agreement. You can also download the latest copy of this Agreement from Your My Account page on the Software Site. If you object to the modified/updated Agreement, as your exclusive remedy, you may immediately stop Using the Trial Services and not allocate or purchase any further Monthly Units.

17.3 No Assignment: You shall not sell, transfer or assign any right or obligation hereunder, except as expressly provided herein, without the prior written consent of TCS. Any assignment in violation of this Section 17.3 shall be void.

17.4 Waiver: Either Party's failure to exercise any right under this Agreement shall not constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, or a waiver by such Party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement. In order to be effective, all waivers under this Agreement must be in writing and signed by the waiving Party.

17.5 Severability: If any provision of this Agreement be held invalid or unenforceable by a competent court, such provision shall be modified to the extent necessary to make it valid and enforceable whilst preserving the intent of the Parties and all other provisions of this Agreement shall remain fully valid and enforceable unless otherwise agreed between the Parties.

17.6 No agency: This agreement does not create an agency, partnership, or joint venture.

17.7 No Third Party Beneficiaries: TCS, its Affiliates and their respective licensors may be third party beneficiaries of this Agreement. No other third party is intended to be beneficiary to this Agreement entitled to enforce its terms directly.

17.8 Import and Export Compliance You shall comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to Use the Services, including the jurisdictions from which you Use, your transfer and processing of Customer Data and any personal data included therein, the provision of Customer Data to Authorized Users, and the region in which any of the foregoing occur.

17.9 Force Majeure: We and our Affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including without limitation, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

17.10 Government End Users: The Service is commercial computer software and commercial computer software documentation. If the user of Services is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of Service(s), or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

17.11 Waiver of Right to Void Online Purchases. To the maximum extent permitted by applicable law, You waive Your rights to void purchases under this Agreement pursuant to any law governing distance selling or electronic or online agreements, as well as any right or obligation regarding prior information, subsequent confirmation, rights of withdrawal, or cooling-off periods.

17.12 Entire Agreement: This Agreement along with all documents referenced therein shall constitute the complete agreement between the Parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. By using the Service, You acknowledge that You have read this Agreement, understood it, and agree to be bound by the terms and conditions. A translation or summary thereof of the English language version of this Agreement may be provided for convenience, however, the English language version of the Agreement will control if there is any conflict. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

17.13  Definitions.

a.  Affiliate means shall mean with respect to any entity, any other entity that at such time directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such entity.

b.  Annual Bulk Subscription Plan means the subscription plan of 366 days created on Your initial purchase or initial allocation of Monthly Unit Licenses which You subscribe with respect to the functionality or associated services and during which period all the Monthly Unit Licenses subscribed by You need to be utilized.

c.  API means application program interface.

d.  Authorized TCS Channel Partner means an entity having a valid, current agreement with TCS or its Affiliate to market, offer, resell or allocate to Customer or to its internal business unit, Monthly Unit Licenses to use the Software as a service. Customer may find information regarding Authorized TCS Channel Partners on the Software Site.

e.  Authorized User means an individual to whom Customer has granted access to use the Software on Customer's behalf, regardless of whether or not the User actually accesses the Software and subject to the limitation on number of Monthly Units to which You subscribed. Users may be Your employees, consultants, contractors, customers or agents.

f.  Confidential Information means any proprietary or confidential information, technical data, or know-how and all other non-public information, material or data relating to a Party disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly in any form whatsoever: (i) that has been marked as confidential; (ii) when disclosed orally or visually, whose confidential nature has been made known by Disclosing Party, orally or in writing, to Receiving Party at the time of disclosure and subsequently reduced to or summarized in writing within fifteen (15) days; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential, and further includes all analysis, compilations, studies, summaries, extracts or other documentation prepared by the Receiving Party based on such information disclosed by the Disclosing Party. Whether or not so marked or designated, TCS Confidential Information includes any and all information relating to the Software, Services Environment, Enabling Software or Apps, Documentation and Services. Whether or not so marked or designated, Customer Confidential Information includes Customer Data owned by Customer that may be provided to TCS for purposes of providing Services. The terms "Disclosing Party" and "Receiving Party" shall have the meaning assigned to each of them in Section 4 (Confidential Information).

g.  Content means all information, works, and materials, including, but not limited to, software (including machine images), data, databases, text, audio, video, and images.

h.  Customer Environment Customer's processing computer system hardware, software and operating environment required for the operation and Use of the Software as described in the relevant Documentation.

i.  Derivative Works shall mean works that are prepared in connection with, based upon or derived from the Software, Enabling Software or Apps, Services Environment, Documentation or other proprietary material, including without limitation, a revision (e.g. updates and upgrades), modification, customization, enhancement (e.g. creation of new micro-services or interfaces), improvement (e.g. additional content or metadata within existing feature or functionality), additions (e.g. new feature or functionality), interfaces (including stand-alone interface code), adapters, translation, abridgment, condensation, expansion or any other form in which such material or any proprietary portion thereof may be recast, transformed, or adapted.

j.  Documentation shall mean related user manual, installation manual, release notes, specification of APIs, subscription plans, support and any other documentation and any updates thereof made available by TCS along with or in connection with the Software and the Services on or through the Software Site.

k.  Enabling Software or Apps shall mean software required to access and Use the Software or required to integrate and/or configure the Software with any third party software applications or devices outside the hosted Services Environment.

l.  Monthly Unit (MU) Licenses l. means license to Use the Services for 30 days by an Authorized User any time during the validity of the Annual Bulk Subscription Plan.

m.  Services mean making available the Software and the Software Environment as a cloud service along with any, Software Technical Support related thereto, where applicable, and included as part of the Annual Bulk Subscription Plan, Enabling Software or Apps (provided by TCS) and any Documentation.

n.  Services Environment means all or part of operating and application system environment (physical, virtual or emulated) to provide the Software as a service to Customer, including all or part of software, servers, hardware, networks, equipment, and telecommunications facilities and the technology installed within such environment provisioned on a public cloud by TCS or its Affiliates or third party service providers.

o.  Software refers to the software products owned or distributed by TCS to which TCS grants

p.  Software Site means https://www.jile.io or any successor or related site or portal designated by TCS.

q.  Subscription Fee means fee corresponding to the Monthly Unit Licenses subscribed by You or on Your behalf and fee for overages, if any.

r.  Third Party Content means Content of any third party made available to You on or through the Software Site for use in conjunction or in relation with the Services.

s.  Use shall mean Customer's access and use of the Software deployed on the Services Environment as a cloud service in object code only and to the extent applicable, use shall also include the act of configuring the Software, transmitting and processing data by Authorized Users in connection with the business of the Customer in accordance with the terms of this Agreement.

Last Revision Date:  31 th October 2018

Copyright © 2018 Tata Consultancy Services Limited. All Rights Reserved.