This End User License Agreement (hereinafter referred to as the, “Agreement”) is a contract between the User of the software GenieBooks(hereinafter referred to as, “You”, “Your” and “User”) and Dandelion Technologies Private Limited (hereinafter referred to as,“Dandelion” or the “Licensor”), a company incorporated under the laws of India having its principal place of business at 18, Lalwani Industrial Estate, Katrak Road, GD Ambekar Marg, Wadala, Mumbai - 400031.

1. The terms set forth under this Agreement shall be used to govern the use of or access to the platform / software / web application / mobile application of the software GenieBooks(hereinafter collectively referred to as, “Platform”) by the User.


2. When any User downloads, installs, accesses or uses this Platform, the User understands and accepts that they are consenting to the terms and conditions set forth under this Agreement, the Terms of Service and the Privacy Policy . In the event, an User is accepting such terms and conditions on behalf of another legal person or entity, then the User represents and warrants that they have the necessary authorizations and capacity to represent and bind such legal person or entity to the terms and conditions set forth under this Agreement. If such User is unable to prove the aforesaid act, then Dandelion shall have the right to remove / ban such User’s account permanently or temporarily as per Dandelion’s sole discretion.


3. Dandelion is willing to license this Platform only on the condition that the User accepts all the terms and conditions of this Agreement. In the event the User does not agree to all the terms and conditions set forth under this Agreement, the User shall not be permitted to use the services or the Platform of the Company.

1. The User acknowledges and understands that the terms and conditions set forth under this Agreement are subject to modification, addition and removal, as the case may be, from time to time, as per Dandelion’s sole discretion. While Dandelion shall make reasonable efforts to keep the User posted of any amendments made under this Agreement, it is advised that the User review this Agreement periodically while using the Platform to ensure they are aware of the latest changes, if any.


2. Dandelion shall incorporate the latest date of the changes to this Agreement at the top of this page to enable the User keep the track of the same. In the event, Dandelion incorporates such changes to this Agreement and the User continues with the use of the Platform, it shall be construed that the User has accepted such changes to this Agreement.

1. Associate/associate shall mean an associate company as defined under Section 2 (6) of the Companies Act, 2013.


2. Confidential Information shall mean any trade secret or other information belonging to the Company, which is deemed confidential, proprietary or commercially sensitive by the Company and which is not in the public domain. Confidential Information shall include (without any limitation), proprietary information relating to the development, utility, operation, general or specific data, functionality, performance, cost, know – how, details of present and proposed businesses, formulas, ideas, strategies, techniques, policy, data related to employees, present or proposed vendor/customers, information regarding research and development, unpublished financial statements, budgets and other financial details, computer programming techniques, methodologies and related technical information, business or marketing plans, forecasts, licenses, prices or lists, quotes, bids, controls, operating procedures, organizational responsibilities, marketing matters and any policies or procedures, software programs and files, operating manuals, user manuals and documentation, source code, intellectual property and any and all related information.


3. Defect/defect shall mean any deficiency, malfunctioning or material error affecting the performance of the Platform.


4. Encumbrance/encumbrance shall mean creating any hindrance in the free transfer or movement of the goods, property or service.


5. Subsidiary shall mean a subsidiary company as defined under Section 2 (87) of the Companies Act, 2013 and includes associate company.

1. Unless this Agreement otherwise specifies, the singular includes plural and vice – versa.


2. Words which imply reference to a particular gender shall include all gender.


3. Terms and conditions not defined in this Agreement shall be assigned such meaning and will be understood in such context with conforms to trade usage and common knowledge.


4. Right to use the Platform includes to download or install or access the Platform, either on online or offline mode, and to access all the services that entails upon downloading or installing Platform in either mode, as applicable.

1. Dandelion hereby grants the User a non – exclusive, non – transferable, non – sub licensable, royalty – free, revocable and limited right to use and access the Platform. This right shall not wholly or partially, be transferable and shall be subject to the compliance of the terms of this Agreement. The User understands that non – compliance of the same shall amount to material breach and shall grant Dandelion the right to terminate this Agreement effective immediately, ban / remove / suspend the User’s account permanently or temporarily under Dandelion’s sole discretion and allow Dandelion to initiate necessary legal recourse against the User, as deemed necessary.


2. The User shall utilize this license solely for a lawful purpose and understands that the User shall be liable and accountable for all the activities undertaken with respect to the User’s usage of the Platform. The User understands that the usage of the Platform shall not be done for any illegal or fraudulent activity. The User shall be solely liable for any action arising out of their use of the Platform and Dandelion shall take no responsibility in such an event. In the event, Dandelion is subjected to any liability or claim due to such usage of the Platform, such User shall be liable to defend, hold harmless and indemnify Dandelion against all claims, liabilities, losses, costs, etc. incurred as the result of User’s such usage.


3. The Users shall be restricted from committing certain actions, which include:
   1. To make delayed payments of the applicable license fee;
   
   
   2. To use the Platform either directly or indirectly, without registering / signing up a new account;
   
   
   3. To make any attempt to interfere with the Platform, host or network, including, without limitation, via means of submitting any virus or malware, overloading, “flooding”, “mail bombing”, or “crashing”;
   
   
   4. Transfer or assign the usage of Platform or otherwise provide access of it to any third party;
   
   
   5. Using the Platform to receive the desired services for third parties and individuals for commercial benefit without the prior written consent of Dandelion;
   
   
   6. Allowing others apart from the designated User themselves to operate and use the Platform instead of having sign up as a new User;
   
   
   7. Make an attempt to disassemble, reverse engineer, tamper, modify, performance or benchmark test, merge with another platform, derive the source code or decompile the Platform;
   
   
   8. Use the Platform in any form and manner which shall violate the applicable Indian or international laws (where applicable) and/or threatens the national security;
   
   
   9. Use any third party’s information and intellectual property without their prior written authorisation;
   
   
   10. Not take adequate security measures to prevent unauthorized access, use and disclosure of the Platform;
   
   
   11. Make an attempt to gain unauthorized access to the Platform or its related systems or network;
   
   
   12. Make an attempt to make copies or remake the Platform either directly or indirectly;
   
   
   13. To not have in place necessary and compatible infrastructure to use the Platform;
   
   
   14. se the Platform in any manner to malfunction, disable, impair or damage the Dandelion’s servers, networks or systems; and
   
   
   15. Any other such activities, without limitation, which may against the interests of Dandelion and usage of the Platform.


4. The Useraccepts and acknowledges that they are prohibited from selling, leasing, renting, sub-leasing, assigning, publishing, creating, creating any encumbrance or in any other way deal with the license that would undermine the purpose of grant of license.


5. Number of Users: The number of users to enjoy the use of license shall be dependent upon the subscription plan applied and paid for by the User. The User may permit other users under the relevant subscription plan to enjoy the usage of Platform but the number of such users shall not exceed the product entitlement.


6. Duration: The term of usage of the Platform shall be limited to the subscription plan, for which the license fee is paid.


7. Subsidiary: By virtue of this Agreement, the User may be granted access for use of the Platform to its subsidiary, so long as it legally qualifies as the User’s subsidiary and the use has a direct relation to the purpose for which the license has been granted hereunder. The User agrees that its subsidiary, as the case may be, shall also be obligated to comply by the terms and conditions of this Agreement. Further, the User is entrusted with responsibility of ensuring that the subsidiary complies with all the terms and conditions of this Agreement. In the event of any breach in terms and conditions of this Agreement, by the subsidiary, the User agrees to be liable for the same.

1. In lieu of the services provided by Dandelion, the User herein agree and accept to pay the amounts towards subscription charges as updated from time to time as the license fee in accordance with the prescribed subscription plan.

1. Confidential Information


2. The use of the Platform may result in User having access to the Confidential Information about the Platform. The User understands and agrees to keep such Confidential Information absolutely confidential and undertake utmost caution to maintain the confidentiality of the same, keeping the interests of Dandelion, in good faith. The User shall not (other than during the proper course of use of the Platform under this Agreement), either during the course of this Agreement or at any time thereafter, (unless authorized to do so by Dandelion in writing) directly or indirectly use any Confidential Information for their own benefit or the benefit of any third party or disclose or permit such disclosure or unauthorized publication of any Confidential information. Any and all Confidential Information with respect to the Platform and its related services shall solely belong to Dandelion.


3. However, the confidentiality obligations shall not be applicable in the following events:
   1. The User can prove that such Confidential Information was known to them prior to this Agreement and usage of the Platform.
   
   
   2. Such Confidential Information already existed in the public domain prior to this Agreement.
   
   
   3. The Confidential Information was made available in the public domain due to no fault of the User.
   
   
   4. Such Confidential Information was disclosed in compliance with any judgment or order of a competent court or in accordance with any law for time being in force or due to an order by any government authority.


4. When any Confidential Information is disclosed to any employees, staff or associates of the User on a need-to-know basis, the User is liable to ensure and inform such individuals of the confidentiality clause and acquire a written undertaking (“Non – Disclosure Agreement”) signed by such individuals acknowledging the strict nature and compliance of confidentiality of such Confidential Information.


5. Intellectual Property Rights
   1. All rights, titles, interests and licenses over Platform, source code, documentation (if any), designs, user interface and related materials arising out of or in connection with this Agreement including the Platform and its related services provided by Dandelion shall solely belong to Dandelion.
   
   
   2. Neither the User nor any of their representatives, associates, employees, agents or sub-contractors shall use, copy, modify, publish, distribute, make derivative works, sell or offer for sell any of the intellectual property belonging to Dandelion. On the expiry or termination of this Agreement, the User shall stop using and return any and all material over which the intellectual or proprietary rights are held by Dandelion. Any further use shall entitle Dandelion to initiate necessary actions against the User.
   
   
   3. Dandelion shall be the sole owner of any and all enhancements, variations and versions of the Platform source code, documentation, designs, user interface and related materials.

1. Personal information provided to Dandelion by the User’s usage of the Platform is governed by Dandelion’s Privacy Policy. The Privacy Policy is an essential document and has to be read and understood along with this Agreement.The User’s decision to use the Platform conveys their acceptance of the terms and conditions of the Privacy Policy.

1. Dandelion makes no implicit or explicit representations or warranties with respect to the functionality, registrability, validity, enforceability, continuity, or timely output, etc. aspects of the Platform and the User acknowledges and accepts to use the Platform at their own risk and with their free consent.


2. The Platform is provided on an ‘as – is’ and ‘as – available’ basis and does not guarantee the Platform’s fulfilment to your requirements. Dandelion is under no obligation to indemnify, hold harmless or defend any User with respect to any claims, suits, damages, etc. (without limitation) arising out of User’s use of the Platform.


3. The User is under the obligation to notify Dandelion of any defect, deficiency, malfunctioning affecting the efficiency in performance of the Platform. Dandelion would take reasonable endeavours to correct such material error. However, the same shall not be applicable if the User has not maintained the Platform in accordance with the instruction, or where the Platform has not been used as per the configuration or the material error in the performance as a result of any circumstance that has no direct correlation to the Licensor’s obligation of ensuring efficiency, the Licensor shall have no obligation to correct the material error. In such event, Dandelion may conduct an investigation to figure out the defect or material error and reserves the right to charge the User for the same.

1. Dandelion shall provide any maintenance and support services with respect to the Platform. The Users herein understand and accept that no third-party shall have the right to furnish any maintenance and support services with respect to the Platform.

1. Dandelion herein shall have the right to communicate certain communications including, but limited for the purpose of service announcements, administrative changes and such other communications.

1. Dandelion reserves the right to terminate this Agreement and the subsequent subscription plan by giving a notice of seven (7) days.


2. Failure to comply with the terms and provisions of this Agreement, Terms of Service or the Privacy Policy, default in making the license or subscription fee, inactivity for the period of left-over subscription plan, in the event of any fraud, insolvency, and bankruptcy in relation to the User shall entitle Dandelion to immediately terminate this Agreement and the subsequent subscription plan.


3. The User may terminate this Agreement by cancelling the subscription plan.

1. The User hereby agrees and accepts to defend, hold harmless and indemnify Dandelion from and against all losses, damages, fines or expenses (including reasonable attorney’s fees and costs) arising out of or in relation to any claims under this Agreement caused due to actions or omissions of the User resulting in the breach of this Agreement, infringement of any third party rights, violation of Confidential Information or intellectual property of Dandelion.

1. Dandelion shall not be liable, in any event, for any exemplary, indirect, consequential, incidental, special, punitive or other equivalent losses including, without limitation, any loss of profits, business revenue, data or information, platform bug leading to any delay or loss, or any other loss arising out of or caused due to the use of the Platform by the User. Dandelion’s liability shall not exceed more than the applicable refundable amount in case of any event causing such liability.

1. This Agreement shall be governed and construed in accordance to the laws of India and the courts and tribunals at Mumbai shall have the exclusive jurisdiction.


2. Any disputes, controversies or claims arising out of this Agreement shall be submitted to arbitration to seek a resolution in accordance to the provisions of Arbitration and Conciliation Act, 1996. A sole arbitrator shall be appointed by the mutual decision of the Parties and the proceedings shall be conducted in the English language. The Parties shall keep the arbitration confidential and not disclose the same to any individual or legal entity, other than on a need – to – know basis, unless required to do so under a valid legal order of a competent jurisdiction.

1. The Parties understand and agree that no failure or delay by the Parties in exercising any rights granted hereunder this Agreement shall operate as a waiver thereof. All the rights, remedies, undertakings and obligations set forth under this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking and obligation of either Party.


2. The Parties understand and agree that if one or more than one provisions set forth under this Agreement becomes invalid or unenforceable under the applicable jurisdiction, it shall not invalidate the remaining provisions hereof. Dandelion shall reserve the right to amend, modify or replace such provision(s) to have the similar economic effect.

1. This Agreement constitutes the entire agreement between the Parties in relation to the subject matter set forth under this Agreement and supersedes all prior, if any, without limitation, agreements, whether made orally or in writing, promises, covenants, undertakings, letters between the Parties.