MAY 10, 2021

PARASCADD PRIVATE LIMITED

These Terms replace and supersede all prior versions.

THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14 (DISPUTE RESOLUTION) BELOW GOVERN THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THE TERMS, PLEASE DO NOT USE THE SERVICES OR SOFTWARE.

THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT" OR "EULA") GOVERNS THE USE OF THE PARASCADD SOFTWARE ("SOFTWARE"). PARASCADD ("PARASCADD" OR "LICENSOR") IS WILLING TO LICENSE THE SOFTWARE TO YOU AS AN INDIVIDUAL OR LEGAL ENTITY ("LICENSEE" OR "YOU"), AND IF APPLICABLE TO YOUR SOFTWARE LICENSE, TO PROVIDE YOU WITH SUPPORT AND MAINTENANCE SERVICES ("SERVICES"), PROVIDED, AND ONLY ON THE CONDITION THAT, YOU ACCEPT AND AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ANY UPDATES OR SERVICES FOR THE SOFTWARE OR FOR THE SERVICES PROVIDED TO YOU BY PARASCADD, UNLESS OTHER TERMS SPECIFICALLY COVER THOSE ITEMS.

BY CLICKING "I ACCEPT THIS AGREEMENT" OR OTHERWISE DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THAT THIS ACTION ESTABLISHES A LEGAL, ENFORCEABLE, AND BINDING AGREEMENT BETWEEN YOU AND PARASCADD. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU SHALL HAVE NO RIGHT TO USE THE SOFTWARE, YOU MUST IMMEDIATELY CEASE USING THE SOFTWARE AND YOU MUST DELETE OR REMOVE ALL ASSOCIATED SOFTWARE AND ASSOCIATED FILES.

1. SOFTWARE LICENSE GRANT

If your Software License is designated for only one physical machine or virtual environment at a time, you may transfer your software License to a new machine provided the original installation is completely removed and no longer in use. If you wish to deploy the Software on multiple machines, you must purchase additional software licenses for the additional deployments.

1. SCOPE OF LICENSE

You agree not to conduct, cause, consent or permit others to (1) sublicense, lease, rent, loan, transfer, or distribute the Software, or any portion, extract, selection, arrangement, adaptation, compilation, or derivative thereof, to any third party; (2) make error corrections, modify, adapt, translate, or prepare derivative works from the Software; (3) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Software or reduce the Software to human-readable form, or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming or interoperability interfaces of Software or of any files contained or generated using Software by any means whatsoever, except to the extent otherwise expressly permitted under applicable law, notwithstanding this restriction, without the prior express written consent of the Licensor, any such created works are derivative works and as such are the sole and exclusive property of Licensor; (4) decrypt data or extract portions of the Software's files for use in other applications, (5) remove, obscure or alter PARASCADD’ or any third party's product names, trademarks or patent, copyright, or other proprietary rights notices, or ownership attribution statements affixed to or contained within or accessed in conjunction with or through the Software; (6) use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of PARASCADD; or (7) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software. You shall be responsible and liable for the actions of Your affiliates, employees, agents, and any third party who obtains access to the Software licensed to Licensee.

In addition, certain third-party code may be provided with the Software. To the extent that such third-party code is subject to license terms that vary from the terms in this Agreement.

If you register your Software with PARASCADD, you are entitled to (a) "patch" or "dot" releases of Software; and (b) other electronic services PARASCADD makes generally available to its customers, including its knowledge base, which can assist in answering general questions about the Software. Any unauthorized modifications to the Software will void this provision.

2. ACCEPTABLE USE AND CONDUCT

By registering for and/or by using the Software or Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement and to adhere to this Agreement, and that you will use the Software and the Services only in accordance with this Agreement and with all applicable laws. If an individual is registering or using the Software or Services on behalf of an entity or organization, that individual warrants, represents, and covenants to PARASCADD that such individual is duly authorized to agree to this EULA on behalf of the organization and to bind the organization. PARASCADD does not offer the Software or Services to minors or where otherwise prohibited by law.

Without limiting the foregoing:

(1) You acknowledge and agree that the Software may be subject to export controls in the United States and other countries. You agree to comply with all United States export laws and regulations and with all export or import regulations of other countries, and you shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Software or Services or any direct product thereof (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; or (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation.

PARASCADD cannot decrypt your files if You have elected to encrypt.

You have selected the location of your data and understand that local laws where the selected data centres are located may be different that the laws of the country in which You reside. PARASCADD will comply with the local laws of the jurisdiction in which You reside and the jurisdiction where the data centre storing your data is located. As a result, you acknowledge that PARASCADD or PARASCADD affiliates may use servers and other equipment to provide the PARASCADD Backup Cloud and Platform that are in countries where litigants, law enforcement, courts, and other agencies of the government may have the right to access data stored within their jurisdictions upon terms and conditions provided by local law. PARASCADD may also provide access to your data to government authorities if PARASCADD suspects or believes that the data contains child pornography or other prohibited content or data or that the Data is being used for illegal purposes.

PARASCADD SHALL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE SOFTWARE OR SERVICES TO LICENSEE OR OTHER USERS WHO ARE DEEMED OR SUSPECTED BY PARASCADD TO BE USING THE SOFTWARE OR SERVICES IN A MANNER NOT REASONABLY INTENDED BY PARASCADD OR IN VIOLATION OF LAW OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SUSPENDING OR TERMINATING A LICENSEE’S, OR ANOTHER USER'S, PARASCADD ACCOUNT WITH PARASCADD AND THE LICENSE TO USE THE SOFTWARE OR SERVICES.

3. PRIVACY AND DATA PROTECTION

For information about how we collect, use, share or otherwise process information about you and your use of our apps and websites, please see our Privacy Policy. We follow India’s Personal Data Privacy Regulations. You consent to keep your private data within our servers in India.

All your personal data is encrypted and safely stored with us. We do not store any of you payments and financial information on our servers, so we are not bound by data privacy regulations as applicable to Financial information.

Except as otherwise stated in this Agreement, the Software is subject to PARASCADD’ Privacy Statement at https://www.parascadd.com/privacy-policy/ PARASCADD ASSUMES NO RESPONSIBILITY FOR THE DELETION OF DATA, LOSS OF DATA, OR THE FAILURE TO STORE DATA. PARASCADD has no obligation to monitor the use of the Services and/or data transmitted or stored through the Software.

PARASCADD reserves the right, consistent with data privacy and other user data protection requirements applicable to the jurisdiction where data is stored, and if mandated by applicable law, regulation, legal process, or governmental order, disclose user Data or other information, but only to the extent required to satisfy those laws, regulations, or orders. Unless prohibited by law or other order, PARASCADD will provide reasonable notice of any such required or requested disclosure to You and reasonably cooperate to limit such disclosure to the extent allowed by law. You acknowledge and agree that the support Services that may be provided pursuant to the Agreement can be provided from countries other than the country in which You are based. If You prefer that support services, be provided solely from the United States, such service can be provided at an additional cost to You.

4. CONFIDENTIALITY

The Software and Services contain trade secrets (as defined by applicable law) of Licensor and are proprietary to Licensor. Licensee shall maintain the Software and the Services in confidence and prevent disclosure of the Software and Services using at least the same degree of care it uses for its own most critical proprietary information, but in no event less than a reasonable degree of care. Licensee shall not disclose or provide access to the Software or Services or any part thereof to anyone for any purpose, other than to employees or other parties authorized under this Agreement for the purpose of exercising the rights expressly granted under this Agreement.

5. WARRANTY

TKD Comment: Instead of clauses 5, 6 & 7:

Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (A) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure or error-free; (B) the results obtained from the use of the Services or Software will be effective, accurate or reliable; (C) the quality of the Services or Software will meet your expectations; or (D) any errors or defects in the Services or Software will be corrected.

We specifically disclaim all liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data, or loss of business, that results from the use of and access to any Service or Software.

6. GOVERNMENT END USERS

As to direct and indirect Government Users, notwithstanding Sections 4 and 5:

1. If you are any government entity (federal or state) or if the Terms become subject to the Federal Acquisition Regulations (FAR), then, the Services and Software, provided under the Terms are “Commercial Item(s),” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” and services related thereto, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to US Federal Government End-users (A) only as Commercial Items; and (B) with only those rights as are granted to all other end-users pursuant to the terms and conditions of the Terms.You have selected the United States as the default location for your data and understand that PARASCADD will comply with applicable U.S. Federal laws where You and your Data reside. As a result, you acknowledge that PARASCADD or PARASCADD affiliates may use servers and other equipment to provide the PARASCADD Backup Cloud and Platform that are located only in the United States, where U.S. Federal litigants, law enforcement, courts, and other agencies of the United States government may have the right to access Your data. PARASCADD may also provide access to your data to U.S. Federal government authorities if PARASCADD suspects or believes that the data contains child pornography or other prohibited content or data or that the Data is being used for illegal purposes.
2. You may not use or otherwise export or re-export the Licensed Application except as authorized by the Indian Laws and the laws of the jurisdiction in which the Licensed Application was obtained. In particular you agree that you will not use these products for any purposes prohibited by any applicable law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
3. PARASCADD reserves the right, consistent with Republic of India data privacy and other user data protection requirements, and if mandated by Central Government of India applicable law, regulation, legal process, or governmental order, disclose user Data or other information, but only to the extent required to satisfy those U.S. Federal laws, regulations, or orders. Unless prohibited by U.S. Federal law or other order, PARASCADD will provide reasonable notice of any such required or requested disclosure to You and reasonably cooperate to limit such disclosure to the extent allowed by law. You acknowledge and agree that the support Services that may be provided pursuant to the Agreement can be provided only from India.
4. The parties acknowledge that nothing in this Agreement shall be interpreted to imply consent by any. Government End User to submit to the adjudicative or enforcement power of any regulatory, administrative, or judicial authority of, or the application of the laws of, another jurisdiction. Any license provisions that are inconsistent with U.S. federal procurement regulations or applicable U.S. Federal laws are not enforceable under this Agreement.
5. If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
6. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

7. PARASCADD Gold Platform Terms and Conditions

The following terms and conditions apply if the Software includes PARASCADD Cyber Protect:

1. The normal use of PARASCADD Gold Platform may lead to access restrictions, data loss, loss of privacy, or any combination of the foregoing as a result of lock or wipe commands, removal of temporary files, registry keys or browser data, file scanning, remote endpoint monitoring, interception and monitoring of Internet traffic, or any other functionality of PARASCADD Cyber Protect. Notwithstanding anything to the contrary, PARASCADD will not be liable for any damages related to such access restrictions, data loss, or loss of privacy
2. PARASCADD Gold Platform uses certain technology that third parties license to PARASCADD. Should any such third party stop licensing that technology to PARASCADD, PARASCADD Gold Platform may lose some functionality, including, but not limited to signature-based antivirus, URL filtering, cloud verdict check, remote connection (remote desktop), and Linux vulnerability assessment functionality. Notwithstanding anything in this Agreement to the contrary, PARASCADD will not be liable for any damages related to such loss of functionality
3. Certain third-party security products may be incompatible with PARASCADD Cyber Protect. During the installation process, PARASCADD Gold Platform may uninstall or disable such third-party security products. Licensee may also need to manually disable or uninstall such third-party security products in the event that PARASCADD Cyber Protection is unable to disable or uninstall them.
4. PARASCADD Gold Platform users with administrative rights may have capabilities to use PARASCADD Gold Platform to interfere with and monitor the usage of devices protected by PARASCADD Cyber Protect. Licensee hereby represents and warrants that it will use those capabilities only where it has obtained all the necessary rights and permissions for such use of PARASCADD Cyber Protect.
5. PARASCADD Gold Platform includes patch management functionality that automatically accepts the terms and conditions of third-party agreements that may be associated with third party patches and updates that PARASCADD Gold Platform installs. Licensee hereby gives PARASCADD permission to accept such third-party agreements on Licensee’s behalf.
6. PARASCADD GOLD IS NOT MISSION CRITICAL OR FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN ANY MISSION CRITICAL OR HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. PARASCADD GOLD IS NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE.
7. THE LIMITATION OF LIABILITY CLAUSE SHALL APPLY TO PARASCADD GOLD PRODUCTS INCLUDING PARASCADD CYBER PROTECT AS WELL
8. PARASCADD GOLD has three types of licensing:
   1. Enterprise License
      This License is issued for the enterprise customers with an upper limit on number of concurrent users. This limit will be discussed one-on-one per customer.
   2. Named Users
      Named Licenses are issued to the organization or company individual specific users who have a company account on the PARASCADD GOLD cloud platform. This named license must not be shared with other users within or outside the organisation.
   3. Concurrent License
      Concurrent Licenses are issued as a single group of licenses. Concurrent Licenses can be used by any user within the organization. There will be an upper limit on number of users that can use these number of licenses at any instant. This limit is the number of Concurrent Licenses purchased subject to the load limitations of the PARASCADD GOLD cloud Platform.
9. On-Premises Licensing

   PARASCADD GOLD Platform can be deployed on-premises also. Licencing must be purchased in any of the above three categories.

10. HA / DR Licensing

    On-Premises licensing in any of the three categories is applicable only on one Server Deployment. For High Availability / Disaster Recovery deployment, your organization will have to deploy PARASCADD GOLD Platform on more than one server. You must purchase separate licenses for PARASCADD GOLD Platform per server deployment. Licenses issued are Server specific and must be used on the same server for which it was issued.

11. You acknowledge that third-party licensors of certain components or elements of PARASCADD Gold Platform have a substantial interest in such components or elements and that they may be third party beneficiaries to this Agreement.
12. If requested, You will certify in writing that you are using PARASCADD Gold Platform for the number of servers, with the number of copies, on the system configuration and at the site agreed upon by the parties (as applicable). You agree that PARASCADD or its licensors (or an independent auditor working on such party’s behalf) may audit Your use of the Software for the purpose of verifying the compliance with this Agreement. Such audits will be during normal business hours, after reasonable advance written notice, and limited to one audit per year.
13. You may not permit third parties to benefit from the use or functionality of PARASCADD Gold Platform that PARASCADD licenses from third parties.

8. MISCELLANEOUS PROVISIONS

This Agreement shall be governed by the laws of the Republic of India, enforced in Mumbai Maharashtra, exclusive of its conflicts of law’s provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods, and Courts in Mumbai, Maharashtra shall have exclusive jurisdiction over any suit under this Agreement. The failure of PARASCADD to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by PARASCADD. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement, which incorporates the current and all future updates to the PARASCADD Privacy Statement and the PARASCADD Licensing Policy, each of which may be updated from time to time (see https://www.parascadd.com/terms-of-use/), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of PARASCADD. PARASCADD may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void. Upon any termination of this EULA, Licensee will immediately cease use of the Software and remove all Software from its systems. The terms and conditions set forth in the Sections 2, 4, 5, 6, 8, 9, and 12 as well as those provisions that by their nature are intended to survive termination or expiration of this EULA, will so survive.

9. CONTACTING PARASCADD

Users with questions about this Agreement or the Privacy Statement may contact PARASCADD at: https://www.PARASCADD.com/support.

10. CHANGES TO THIS AGREEMENT

PARASCADD may amend this Agreement including any referenced policies and other documents from time to time. If we make material changes to this Agreement, we will notify You by posting the change on our website. Any changes to this Agreement will be effective immediately for new end users; otherwise for existing end users, the changes will be effective upon the earlier of thirty (30) calendar days following our posting of the notice on our website.