CLICK-WRAP SOLUTION USAGE AGREEMENT

TERMS AND CONDITIONS OF USE
YOUR USE OF THIS SOLUTION IS SUBJECT TO THE TERMS OF THIS CLICK WRAP SOLUTION USAGE AGREEMENT (“AGREEMENT”). BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, AS UPDATED FROM TIME TO TIME.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “NO” BUTTON OR LEAVE THE WEBSITE.

a. “You” or “Your” means the person or company who is being granted usage rights to use the Solution subject to this Agreement.

b. “We”, “Our” and “Us” means Legasis Services Private Limited, a private limited company incorporated under the Companies Act, 1956 having its registered office at 12A-09, 13th Floor, Parinee Crescenzo, G Block, Bandra Kurla Complex, Near MCA Club, Bandra East, Mumbai, Maharashtra 400051.

c. “Solution” means RiiT for reporting the Material Disclosures.

You and Legasis Services Private Limited shall be collectively referred to as Parties. NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:

I. CONSENT

1. By accessing and using this Solution, you provide your specific consent to this Agreement and provide Us consent to use and collect the information provided by You. Please Note that for any information provided by you during the use of the Solution, it will deemed that:
a. You are above 18 years of age.
b. You understand that you have provided specific consent to Us to collect and process the information provided by You.
c. The consent provided by You is the basis for lawful processing under applicable law including but not limited to data protection legislations.
d. You have read and understood the terms and conditions this Agreement and are aware that the collection and processing of your information will be subject to the same.

2. You expressly undertake and are aware that We are not responsible or will not be held liable for breach, violation, loss, theft by whatever means caused of any data, information, material, audio, video, text, images etc. provided, hosted, furnished, administered by You ( “Data”). Your Data will be hosted on third party cloud service provides, and We shall, in no way be responsible or held liable for any losses caused to you for actions attributable to such third party cloud service provides, their agents, customers associates, etc.

II. SOLUTION USAGE AND CONSIDERATION

1. In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, We hereby grant to You a revocable, non-exclusive, non-transferable, non- assignable, worldwide, royalty-free and limited right to use the Solution solely in order to Report and Manage your risks related to COVID-19 pandemic (“Purpose”).

2. Without limiting the generality of the foregoing, You will use the Solution only for the said Purpose set forth herein for the period of 90 days, and, further, You expressly agree that You DO NOT have rights to, without Our express prior written consent:
a. own title, or transfer title to the Solution to another party;
b. distribute, license or sublicense or otherwise provide copies or any rights in relation to the Solution to any third party;
c. pledge, hypothecate, alienate or otherwise encumber the Solution to any third party;
d. use th e Solution to rent, lease or otherwise provide information services to Your customers, including, without limitation, data processing, hosting, outsourcing, etc.; or
e. modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Solution.

3. However, nothing provided in Clause II(2) above, restricts Us from using, processing, hosting Your Data and You acknowledge that You have provided Your express consent for the same. The Parties agree to abide with all applicable laws including all applicable data protection laws including but not limited to Information technology Act, 2000 in relation to the receipt, use, processing and hosting of Data.

4. It is hereby acknowledged by both Parties that in lieu of the Solution provided by Us no consideration shall be due or payable by You. The Solution provided is solely provided for the Purpose and shall be used by You in furtherance of the Purpose. In furtherance of the same, You may Yourself provide, insert, submit and /or transmit Data in the Solution and We shall not be held liable or be responsible for such Data as provided by You. As you are aware and considering that the Solution is a “Do It Yourself” Solution, the risks in this Solution may be noted and decided by You.

5. We undertake various charitable projects such at whizLegasis. In consideration of providing usage rights under this Agreement, You may donate such amounts to us as You may like which shall be used in furtherance of our charitable projects. In case you require further information regarding the same please contact us on [___]. For the purpose of this Clause, We may enter into a separate agreement with you which shall govern the terms of the consideration provided by You.

III. MODIFICATIONS

1. We reserve the right, at our sole discretion, to change, modify, and/or add to the terms of this Agreement, in whole or in part, at any time and without any prior notice to any person including You. Changes to the terms of this Agreement will be effective prospectively from when they are posted. You agree to review the terms of this Agreement periodically to become aware of any changes. Your use of this Solution or any part thereof after any changes to the terms of this Agreement are posted will be deemed acceptance of those changes and will constitute your agreement to be bound thereby. If You object to any such changes, Your sole recourse will be to not use the Solution.

IV. INTELLECTUAL PROPERTY

1. The ownership of the content of the Solution along with all text, graphics, audio, designs, screen shots, logos, images, copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights (“IPR”) are vested in Us unless otherwise indicated. All rights in relation to such works shall be reserved with Us and shall be its sole property.

2. Any alteration of the IPR or use of the IPR contained in the Solution for any other purpose shall constitute a violation of Our IPR and / or Our affiliates or associates or of its third-party information providers.

3. Unless you have otherwise obtained Our written permission, you agree not to copy, reproduce, duplicate, stream, capture, record, access through technology, transfer, sell, resell, upload, archive, license to others, edit, modify, reverse engineer, decode, manipulate, create derivative works from or based upon, publish, republish, post, transmit, publicly display, frame, link from or to, distribute, share, embed, translate, decompile, translate, incorporate into any hardware or Solution application, use for commercial purposes, or otherwise use or exploit the Solution, its content or any component or part thereof. Any of the unauthorized uses referred to above would constitute an infringement of Our IPR rights and/or Our licensors and a violation of the Agreement and You may subject you to civil and/or criminal liability under applicable laws.

V. DISCLAIMER OF WARRANTIES

1. By using the Solution, You agree and understand that such use is at your own risk and that there is no warranty that this Solution will be free of any computer viruses. The Solution (and any portion of the Solution) is provided "as is" "with all faults" and "as available" to the fullest extent permitted by law. We and Our affiliates expressly disclaim any and all warranties of any kind, whether express or implied (including, without limitation, the implied warranties of merchantability, fitness for a particular use or purpose and non-infringement). Neither Us nor any of Our affiliates make any warranties or representations about the accuracy or completeness of information available on or through the Solution or other internet resources linked to the Solution and assume no liability or responsibility for any:
a. errors, mistakes, or inaccuracies of content;
b. personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Solution;
c. any unauthorized access to any and all personal information stored in the Solution;
d. any interruption or cessation of transmission to or from the Solution;
e. any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Solution (or any parts thereof) by any third party; and/or
f. for any loss or damage of any kind incurred as a result of the use of any user information and/or other Solution content posted, shared, forwarded, emailed, transmitted, or otherwise made available on or through the Solution.

VI. INDEMNIFICATION

1. You agree to indemnify and hold harmless Us and Our affiliates and respective officers, directors, employees, representatives, licensees, authorized designees, successors and assigns from any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable outside attorneys' fees and costs) that such parties may incur as a result of or arising from:

a. any of your wrong/false user information,
b. your unauthorized exercise of any of your rights granted under this Agreement,
c. the breach of any of your warranties, representations, covenants, responsibilities or other obligations set forth in this Agreement,
d. your violation of any person's intellectual property, privacy, publicity or other right,
e. the violation of any applicable laws and/or these Agreement, or
f. Your misconduct or negligence by your or anyone accessing the Solution in connection with your (and/or such other person's) use of the Solution (in whole or in part).

2. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Us in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of your use of the Solution.

3. Further, in no event shall We or any of Our subsidiaries or affiliates be liable to any entity for any direct, indirect, special, consequential or other damages (including, without limitation, any lost profits, business interruption, loss of information or programs or other Data on your information handling system) that are related to the use of, or the inability to use, the content, materials, and functions of the Solution or any linked Solution.

VII. LIMITATION O F LIABILITY

1. IN NO EVENT WILL WE, OR ANY OF OUR AFFILIATES OR ANY OF OUR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE (OR THE USE OF ANYONE USING AN ACCOUNT REGISTERED TO YOU) OF THE SOLUTION OR ANY PARTS THEREOF.

VIII. UPGRADES

1. We shall have no other obligations to provide updates or support services to You. Obligations or expectations with regard to Solution upgrades, enhancements, support or remedies for errors, defects or deficiencies will be limited to those expressly set forth in a separate agreement between Us and You. In the absence of such an agreement between Us and You, We will use reasonable efforts to provide ongoing support and remedies to identified errors and defects.

IX. NO PROFESSIONAL ADVICE

1. Material, content or information contained on or made available through the Solution is not intended to and does not constitute any legal, financial or tax related advice nor does it, in any manner establish a Professional - Client relationship.

X. TERMINATION

1. If you violate the letter or spirit of this Agreement, or otherwise create risk or possible legal exposure for Us or any of its directors/employees/affiliates, We can stop providing access to all or part of the Solution to you.

2. All provisions of this Agreement that by their nature survive termination shall remain in full force and effect in perpetuity notwithstanding any termination of your use of the Solution.

XI. SEVERABILITY AND WAIVER

1. If any provision of this Agreement shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Agreement and shall not affect the validity and enforceability of any remaining provisions. Our failure to exercise or enforce any right or provision of these Agreement shall not constitute a waiver of such right or provision.

XII. FORCE MAJEURE

1. Our performance under this Agreement is subject to interruption and delay due to causes beyond Our reasonable control such as acts of God, acts of any Government, war or other hostility, pandemic, epidemic, civil disorder, the elements, fire, explosion, power failure, failure of the Internet and other networks beyond Our Control, equipment failure, industrial or labour dispute, inability to obtain essential supplies and the like. We will not be held liable if services with respect to the Solution are interrupted or improper at any point of time due to Force Majeure events specified above.

XIII. ARBITRATION AND GOVERNING LAW

1. You will resolve any claim, cause of action or dispute (claim) you have with Us arising out of or relating to this Agreement exclusively in India, regardless of where you reside. The laws of the Republic of India will govern this Agreement, as well as any claim that might arise between you and Us, without regard to conflict of law provisions.

2. All disputes or differences of any nature whatsoever, arising between You and Us shall be settled by mutual discussion. Either of us may, at our own discretion, appoint an authorized representative for the sake of mutual discussion. If the dispute remains unresolved for a period exceeding thirty (30) days from the date of reference of the dispute, then all actions or proceedings arising in connection with, touching upon or relating to this Agreement, or the Solution or the breach of the Solution and/or the scope of the provisions of this arbitration clause, shall be submitted for final and binding arbitration under Arbitration and Conciliation Act, 1996 (as amended) to a sole arbitrator. The venue of the arbitration shall be at Mumbai, India and the language of the arbitration shall be English. The decision of the Arbitrator shall be final and binding on both the parties. The Arbitration proceedings shall be subject to the jurisdiction of the Courts in Mumbai. Both you and Us, to the extent it is reasonably possible shall continue to discharge their respective obligations during the pendency of Arbitration proceedings.

3. If anyone brings a claim against us related to your actions, you will indemnify and hold Us and its directors, agents, representatives, partners, employees and consultants harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

XIV. OTHER

1. You agree and confirm that we do not control any direct users' actions on the Solution and are not responsible for the content or information users transmit or share on the Solution. We are not responsible for the conduct, whether online or offline, of any users of the Solution.

2. This Agreement, makes up the entire agreement between the parties regarding the use of Solution and supersedes any prior agreements.

3. You will not transfer any of your rights or obligations under this Terms of Use to anyone else without our consent.

4. All our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

5. Nothing in this Agreement shall prevent us from complying with the law.

6. This Agreement do not confer any third party beneficiary rights.

7. We reserve all rights not expressly granted to you.

8. You will comply with all applicable and governing laws when using or accessing the Solution.