This user agreement is an electronic record in terms of Information Technology Act, 2000 (“Act”) and rules the reunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology (Amendment) Act, 2008. This user agreement is generated by a computer system and does not require any physical or digital signatures.

This user agreement is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms and conditions for access and/or usage of www.azendor.com Website” ).

In this user agreement/terms and conditions of use (“Terms of Use”), the following terms shall have the meaning as ascribed to them below: “User” refers to you, the person visiting, accessing and/or using the Website by means of any communication device.

“Azendor” refers to Azendor Consulting, which is the owner of all rights in this Website. All references to “You” and “Your” shall mean the User. All references to “Azendor Consulting”, “Azendor”, “We”, “Us” and “Our” shall mean Azendor Consulting.

This is a legal and binding agreement between You i.e. the User of the Website and Azendor and states the terms that govern Your use of the Website. By accessing this Website, You consent, agree and undertake to abide, be bound by and adhere to the Terms of Use and if You do not agree to these terms of use, You should not access or use the Website and any use thereafter shall be unauthorized.

By accessing and/or using the Website, You signify Your agreement to accept these binding Terms of Use herein. This document constitutes a legally binding user agreement between Azendor and You. If You do not agree with any and/or all of the following terms of use [including the Privacy Policy available on the Website (“Privacy Policy”)], please do not access and/or use the Website.

We reserve the right, at Our sole discretion, to change, modify or otherwise alter these Terms of Use at any time without prior notice. Such changes and/or modifications shall become effective immediately upon being posted/published on the Website herein.

Please review the Terms of Use from time-to-time. Your continued use of the Website following the posting of changes and/or modifications shall constitute Your acceptance of any revised Terms of Use. Azendor retains the right at any time to deny or suspend access to entire or part of the Website to anyone who Azendor believes has violated any of these Terms of Use.

1. ACCESS TO THE WEBSITE

1.1. This Website is offered and made available only to Users above the age of 18 years (or above 21 years where a guardian is appointed as per the Majority Act of 1875) (“Age of Majority”).

1.2. If You are under the Age of Majority and continue accessing the Website, Azendor will assume that You have reviewed these Terms of Use and the Privacy Policy with Your parent/legal guardian and Your parent/legal guardian understands and agrees to it on Your behalf. If You are under the Age of Majority at the time of accessing and/or using the Website, Your access and usage of the Website shall be deemed to be subject to parental/legal guardian consent and under parental/legal guardian’s guidance at all times.

1.3. Your access to and use of the Website is subject to these Terms of Use, Privacy Policy and all applicable laws, rules, and regulations in India.

1.4. Azendor grants You a personal, revocable, non-exclusive, non-transferable right to access and use the Website, for non-commercial use only and private viewing only, in accordance with these Terms of Use. These Terms of Use, govern Your access of the Website and any data, message, text, image, audio, sound, voice, codes, computer programs, software, database, micro film, video, information, content, etc. that You host, publish, share, transact, display and/or upload onto the Website.

1.5. Please note that the availability of the Website in Your jurisdiction, and Your ability to access the Website is subject to Azendor’s sole discretion. Azendor may at its sole discretion restrict the Website from being accessed in certain geographical locations. You undertake that Your access of the Website shall be in compliance with all applicable laws (as amended from time-to-time). You understand that Your access of the Website and its contents may vary depending upon Your jurisdiction, device specifications, internet connection, etc. You acknowledge and agree that We will provide You only access to the Website and that You will be solely responsible for all equipment as may be necessary for You to access the internet, mobile and/or other connection, operator and service fees associated with Your access, etc.

2. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

The following terms shall have the meaning as ascribed to them below:

2.1. “Intellectual Property Rights” shall mean all patents, trademarks, service marks, copyrights, database rights, trade names, brand names, trade secrets, design rights, intellectual property rights and similar proprietary rights, of Azendor whether registered or unregistered, and all applications, renewals and extensions thereto.

2.2. All rights, title and interest in the Intellectual Property Rights in and to the Website including without limitation all its constituents, content, text, images, audios, audio-visuals, literary work, artistic work, musical work, computer program, specifications (including product specification), drawings, artwork, software, source code, object code, domain names, application names, designs, database, tools, icons, layout, programs, graphics, animation, illustrations, and all other elements, data, information and materials (“Materials”) are the property of Azendor and/or its licensors and/or other respective owners and are protected, without limitation, pursuant to intellectual property rights laws of India and the world. Azendor retains full, complete, exclusive and absolute title to the Website and all Intellectual Property Rights therein.

2.3. No license, express or implied, by estoppel or otherwise, to any Intellectual Property Rights, is granted by this document or by any conduct of Azendor.

2.4. You shall not use, reproduce, redistribute, sell, offer on commercial rental, decompile, reverse engineer, disassemble, adapt, communicate to the public, make a derivative work, interfere with the integrity of the Website (including without limitation the software, coding, constituents, elements, Materials, etc.) in any manner whatsoever.

2.5. You expressly confirm not to, directly or indirectly, copy, reproduce, modify, edit, re-edit, amend, alter, vary, enhance, improve, upgrade, create derivative works, translate, adapt, abridge, delete, display, perform, publish, distribute, circulate, communicate to the public, disseminate, broadcast, transmit, sell, rent, lease, lend, assign, license, sub-license, disassemble, decompile, reverse engineer, market, promote, circulate, exploit, digitally alter or manipulate the Website (including any and all Materials therein), in whole or in part, in any manner whatsoever.

3. USER MATERIAL

3.1. The Website may allow Users to publish content, data, information, text, images, videos, audios, audio-visuals, User’s opinion, recommendation, advice, view, etc. (“User Material”). The User Material does not reflect the views of Azendor. In no event shall Azendor be held responsible for any User Material, neither does Azendor endorse or recommend any User Material, nor shall Azendor be liable for any loss or damages resulting from publishing of the User Material on the Website.

3.2. By submitting a User Material, You grant Azendor a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to use and authorize others to use the User Material in whole or in part, in any and all media, now known or hereinafter developed, including rights to use the User Material in isolation or in combination with any other material. You agree that in such circumstances, You are not entitled to any intimation or compensation from Azendor.

3.3. Azendor will have the right but no obligation to monitor, remove, suspend, destroy, use and change any User Material and/or content that is available on or via any chat area on the Website generally, if any, in any manner that Azendor may its sole discretion determine, at any time. Although Azendor may endeavour to periodically monitor the User Material posted on the Website, Azendor will not be responsible for the same.

3.4. In the event Azendor hosts or puts up any reviews of any products, whether third party or own, then the views shall demonstrate only the author’s views and not the views of Azendor.

3.5. By posting User Material on the Website, You undertake, represent and warrant to Azendor that: (a) the User Material is original; (b) does not infringe the rights of any third party including without limitation intellectual property rights; and (c) is not – defamatory, derogatory, seditious, pornographic, vulgar, in violation of any law. abusive, malicious or hurtful to any person, particular entity, groups, caste, religion, race or community.

3.6. You agree, covenant and undertake that You shall NOT host, display, upload, modify, publish, transmit, update or share any data, information, content or message on the Website, that:

(a) belongs to another person and to which You do not have any right to;

(b) is grossly harmful, harassing, blasphemous defamatory, derogatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

(c) harms minors in any way;

(d) infringes any patent, trademark, copyright or other proprietary rights or intellectual property rights;

(e) violates any applicable national or international laws, regulations, rules and/or guidelines;

(f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(g) impersonates another person;

(h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

(i) threatens the unity, national interest ,integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation/country;

(j) is offensive or has menacing character;

(k) causes annoyance, inconvenience, danger, obstruction, insult, injury, criminal intimidation, enmity, hatred or ill will;

(l) causes annoyance or inconvenience or is intended to deceive or to mislead the addressee or recipient about the origin of such messages.

3.7. You further undertaker that You shall NOT use the Website to:

(a) violate the privacy right or personal right or confidential information of any person;

(b) commit an act which could be construed as an act of cyber terrorism;

(c) collect, store and/or identify private/personal information of any user or person;

(d) facilitate personal attacks on other individuals, entity, groups, caste, religion, race or community;

(e) stalk or otherwise harass another person or user;

(f) upload, post or e-mail any content that You do not have a right to transmit under any law or under contract;

(g) upload, post or e-mail any content that infringes privacy rights, intellectual property rights or other third-party rights of any person or entity;

(h) upload, post or e-mail any unsolicited or unauthorized advertising, promotional materials, junk-mail, spam, chain-letters or any other form of solicitation;

(i) upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, devices, platforms or telecommunications equipment and/or the Website;

(j) interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Website, including Azendor’s servers, networks or accounts;

(k) disrupt the normal flow of dialogue, cause a screen to scroll faster than other users of the Website
are able to type, or otherwise act in a manner that adversely affects other users’ ability to engage in real time exchanges;

(l) cover, remove, disable, manipulate, block or obscure advertisements or other portions of the Website;

(m) delete or revise any information provided by or pertaining to any other user of the Website;

(n) promote and/or generate revenue for Yourself and/or any third-party business activity;

(o) carry out any activity that is prohibited under the Act, including under Section 43, etc. and/or under any other applicable laws, rules or regulations;

(p) post unauthorized commercial communications and including advertisements; and/or

(q) manipulate or morph or alter or exploit any other user’s material.

3.8. You hereby confirm that Azendor has the right to determine whether any content, data or information published by You on the Website is appropriate and complies with these Terms of Use, and accordingly remove any and/or all of Your User Material, and terminate Your access without prior notice. This shall be without prejudice to any other rights and remedies that Azendor has under law and/or in equity and/or under this agreement.

3.9. If You submit any User Material on the Website, You shall be deemed to have waived any rights, interest and ownership in the User Material and deemed to have put the contents of the User Material in the public domain, making it open to re-use, reproduction, distribution, communication to the public, adaptation, etc. You understand the risks associated with publishing User Material on the Website and agree that Azendor shall not be responsible or liable for any digital alteration, manipulation, morphing, illegal exploitation, etc. of any User Material posted by You.

3.10. You further agree that Azendor shall not be responsible or liable to You for any threatening, defamatory, derogatory, obscene, offensive or illegal conduct by other users or any infringement of Your intellectual property rights, privacy rights, personal rights, etc. by other users of the Website.

4. DISCLAIMER AND LIMITATION OF LIABILITY

4.1. By accessing and/or using the Website, You have read, understood and agreed to be legally bound by the terms of this disclaimer. You agree that Your access to the Website is at Your sole risk and at Your free will.

4.2. All information contained in this Website is for general guidance on matters of interest only. The application and impact of laws can vary widely based on the specific facts involved. Given the changing nature of laws, rules and regulations, and the inherent hazards of electronic communication, there may be delays, omissions or inaccuracies in information contained in this Website. You should not use any information contained herein as a substitute for professional advice. In no event shall Azendor, its affiliates, associates, subsidiaries and group companies, their respective directors, key managerial personnel, consultants, employees, officers, shareholders, agents, representatives, etc. be liable to You or anyone else for any decision made or action taken in reliance on the information in this Website.

4.3. The Website and all material herein contained are distributed and transmitted by Azendor on an “as is” and “as available” basis. Azendor, its affiliates, associates, subsidiaries and group companies, their respective directors, key managerial personnel, consultants, employees, officers, shareholders, agents, representative, etc.

(a) disclaim any and all express or implied representations, warranties and/or conditions of any kind, including but not limited to warranties of completeness, accuracy, reliability, suitability, fitness, merchantability, availability, quality, fitness for any purpose, non-infringement, compatibility and/or security;

(b) are not responsible or liable for any infection or contamination of Your system or device arising out of or in connection with Your use of the Website or any connected website and do not warrant that the Website, the server(s) that make the Website available or any connected websites are free from viruses, trojan horses, worms, software bombs or similar items or processes or other harmful components;

(c) are not responsible or liable for interruptions, delays, inaccuracies, errors, or omissions arising out of Your use of the Website or any connected Website or with respect to any material and/or User Material thereon; and (d) do not warrant that the Website, or any connected website, linked microsites, any materials, third-party content or services offered, will be uninterrupted or error free or accurate or suit Your specific purpose.

4.4. Every effort is made to keep the Website running smoothly. However, Azendor takes no responsibility for, and will not be liable for, the Website being unavailable due to any reasons.

4.5. The entire risk as to the quality, accuracy, adequacy, completeness, fitness, correctness and validity of any material and use of and access to the Website or any connected website(s) rests solely with You.

4.6. The Website may contain links to other Third-Party Websites (as defined later) which are not under the control of Azendor and Azendor disclaims any and all liabilities, claims, damages, losses, etc. arising from Your access and/or use of the same. Azendor shall not be responsible for: (a) the accuracy, relevance, legality, decency, and/or contents of such Third-Party Websites; and/or (b) the entities publishing such Third-Party Websites including their acts or omissions; and/or (c) any transaction (including monetary transaction) done by You therein; and/or (d) any fraud, loss, etc. that You may incur as a result of Your access and/or use thereof; and/or (e) breach of your privacy rights, personal rights or intellectual property rights.

4.7. Azendor, its affiliates, associates, subsidiaries and group companies, and their respective directors, key managerial personnel, consultants, employees, officers, shareholders, agents, representative, sub- contractors, third party providers, etc. shall not be liable for any loss and/or damage and/or liabilities and/or claims of any kind (whether in contract, tort or breach of statutory duty or otherwise) arising out of or in connection with: (i) the Website; and/or (ii) any materials and/or User Material; and/or (iii) any connected third party website; including without limitation:

(a) indirect or consequential loss;

(b) loss of profits or revenue or savings or other economic loss;

(c) incidental, direct, or special loss or similar damages;

(d) loss of or damage to data;

(e) loss of business, reputation or goodwill; and/or

(f) wasted or lost management time;

(g) breach of privacy and/or personal rights and/or intellectual property rights; even if advised of the possibility of such loss or damage or if such loss or damage was foreseeable.

4.8. You completely understand how the internet works and agree that Your Personal Information may be stored in servers outside India as well. Azendor disclaims any and all liability in this regard.

4.9. Notwithstanding the foregoing, in no event shall Azendor and its group entities’ liability (individual and/or collective), to You for any and all losses, damages or claims (whether in contract, tort, breach of statutory duty or otherwise) exceed the amount paid by You, if any, for use and access of the Website.

4.10. If you are dissatisfied with the Website or with these Terms of Use, Your sole and exclusive remedy is to discontinue accessing or using the Website.

5. INDEMNITY

5.1. You agree to fully indemnify, defend and hold harmless Azendor, its group companies, affiliates, associates, subsidiaries and group companies, and their respective directors, key managerial personnel, consultants, employees, officer, shareholders, agents, representative, sub-contractors, third party providers etc. from and against all losses, claims and damages including legal fees, resulting from: (a) Your violation of any condition of these Terms of Use; (b) Your violation of any third-party right, including without limitation any personal, privacy, or intellectual property right; (c) Your breach of any applicable laws; (d) any unauthorized, improper, illegal or wrongful use of Your account by any person, including a third-party, whether or not authorized or permitted by You; and (e) Your breach of any representation, warranty, covenant or undertaking under these Terms of Use or under applicable laws. This indemnification obligation will survive the expiry or termination of these Terms of Use and your use of the website.

6. THIRD-PARTY WEBSITES

6.1. This Website may contain links to other third-party websites owned and operated by third-parties who are not related to Azendor (“Third-Party Website(s)”). You agree that Third-Party Websites are not under the control of Azendor. Any transactions that You enter into with a third-party listed in this Website or linked from this Website are solely between You and that third-party. Azendor shall not be responsible for: (a) the accuracy, relevance, legality, decency, and/or contents of such Third-Party Websites; and/or (b) the entities publishing such Third-Party Websites including their acts or missions; and/or (c) any transaction (including monetary transaction) done by You therein; and/or (d) any fraud, loss, etc. that You may incur as a result of Your access and/or use thereof; and/or (e) breach of your privacy rights, personal rights or intellectual property rights.

6.2. The inclusion of any links, hyperlinks, etc. within the Website, does not constitute or imply an endorsement or recommendation by Azendor of any third-party, of the quality of any product, service, advice, information or other materials displayed, purchased, or obtained by You.

6.3. Your access and usage of any Third-Party Websites is entirely at Your own risk. Azendor shall not be a party to any transaction between You and a Third-Party Website. Your use of a Third-Party Website is subject to the terms of use of that Third-Party Website. If there is any inconsistency between the terms of use of a Third-Party Website and these Terms of Use, these Terms of Use shall prevail.

6.4. The Website may contain third-party advertisements, promotions, etc. (that may or may not contain embedded hyperlinks or referral buttons to Third-Party Websites). The display of such advertising does not in any way imply an endorsement or recommendation by Azendor of the relevant advertiser, its products or services or any such Third-Party Website. You must refer directly to the relevant advertiser for all information regarding the advertiser and its products and/or services. Azendor accepts no responsibility for any interaction between You and the relevant third party and Azendor is released from any and all liability arising out of or in any way connected with such interaction and/or any defects, deficiencies, claims, etc. arising out of an advertiser’s products and/or services.

7. NOTICE & TAKE DOWN PROCESS

7.1. Azendor does not endorse or promote any data, information, content or material published on the Website including User Material, and expressly disclaims any and all liability in connection with the same.

7.2. If You believe that the Website contains any data, information, content or material that could be in violation of Clause 3.6 and/or in violation of Clause 3.7 above, and/or in violation of any applicable provision of the Act or rules thereunder, You will notify Azendor of the same by sending an email notification at connect@azendor.com. By doing so, please remember that You are initiating a legal process. Do not make false claims. Misuse of this process may result in legal consequences. Please note that this provision shall be governed by applicable laws in India including relevant provisions of the Act, Information Technology (Intermediaries Guidelines) Rules, 2011, etc. You may seek independent legal advice with respect to this legal procedure at Your sole cost, expense and consequences.

7.3. Azendor shall take-down any data, information, content or material only upon receiving actual knowledge from a court order or on being notified by the appropriate government or its agency that unlawful acts relatable to Article 19(2) would be committed if the said data, information, content or material is not deleted from the Website.

7.4. Azendor further reserves the right (without the obligation of doing so) to take-down any data, information, content or material, without notice to User and without any liability either to Azendor or its directors, key managerial personnel, officers, employees, that Azendor in its sole discretion determines to be in violation of Clause 3.6 and/or in violation of Clause 3.7 above and/or in violation of any applicable provision of the Act or rules thereunder.

8. SUPPORT

8.1. If You have any questions, queries or complaints with respect to the Website, then such correspondence should be directed to the grievance officer at connect@azendor.com or alternatively You can write to:

Grievance Officer – Azendor Consulting

Name of Grievance Officer: Indranil Banerjee ( indranil.banerjee@azendor.com )

Address of Grievance Officer: 101-B Abhishek, Off New Link Road, Andheri (West), Mumbai 400053, India

9. TERMINATION

9.1. Azendor reserves the right to terminate Your access to all or part of the Website, at its sole discretion, without notice and without liability either to Azendor or its affiliates, associates, subsidiaries, group companies or its respective directors, key managerial personnel, consultants, employees, officers, etc. either for convenience or for any reason, including in the event of suspected or actual breach by You of any of these Terms of Use, the Privacy Policy, violation of any law including the Act and/or rules thereunder or any other regulation, or for any other reason that Azendor deems fit.

10. MISCELLANEOUS

10.1. The fastest and easiest way to notify Azendor of any grievance is by sending an email notification to Our grievance officer at connect@azendor.com .

10.2. The Privacy Policy (as provided on this Website), and any other documents, instructions, etc. included on the Website shall be read into this and shall be a part of these Terms of Use. The Privacy Policy shall form an integral part of the Terms of Use and both these documents together constitute the user agreement and a legally binding contract between Azendor and You (the User).

10.3. These Terms of Use (including the Privacy Policy) contain the entire understanding between You and Azendor and supersedes all prior understanding between the User and Azendor in respect of the User’s access and/or use of the Website.

10.4. If any provision of these Terms of Use is found to be illegal, invalid or unenforceable, then to the extent to which such provision is illegal, invalid or otherwise unenforceable, it shall be severed and deleted, and the remaining provisions shall survive and remain in full force and effect, and continue to be binding and enforceable.

10.5. You confirm that Your representations, warranties, undertakings and covenants, and the clauses relating to indemnities, limitation of liability, grant of license, governing law, confidentiality, and those provisions that by their nature, are intended to survive termination or expiry of these Terms of Use, shall survive termination or expiry thereof.

10.6. Any express waiver or failure to exercise promptly any right under these Terms of Use will not create a continuing waiver or any expectation of non-enforcement.

10.7. You agree that Azendor shall be under no liability whatsoever to You in the event of non-availability of the Website or any portion thereof occasioned by an act of God, war, disease, revolution, riot, civil commotion, strike, lockout, flood, fire, satellite failure, network failures, server failures, failure of any public utility, terrorist attack, network maintenance, Website maintenance, server maintenance, or any other cause whatsoever beyond the control of Azendor.

10.8. Azendor makes no representation that the Website is appropriate or available for use in locations other than India. Those who choose to access the Website from locations other than in India, do so on their own initiative and risk, and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

10.9. These Terms of Use shall be governed by and construed in accordance with the laws of the India and be subject to the exclusive jurisdiction of the Courts at Mumbai, without giving effect to any principles of conflicts of law.

10.10. The rule of contractual construction known as the ‘Contra Proferentum’ rule shall not apply to these Terms of Use.