Vaakya Technologies Private Limited

PLEASE CAREFULLY READ THE FOLLOWING TERMS OF USE. BY ACCESSING AND USING THE PRODUCTS AND SERVICES OF THIS SITE YOU AGREE TO BE BOUND BY THE TERMS OF USE. IN ADDITION, WHEN YOU USE ANY FUTURE PRODUCT OR SERVICE FROM THE SITE, YOU SHALL ALSO BE SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH PRODUCTS AND SERVICES. IF THESE TERMS AND CONDITIONS ARE INCONSISTENT WITH THE TERMS AND CONDITONS OF FUTURE PRODUCTS OR SERVICES, THESE TERMS AND CONDITONS WILL PREVAIL. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, DO NOT ACCESS OR USE THE SITE.

Vaakya Technologies Private Limited, a company incorporated under the Indian Companies Act, 1956 ("VAAKYA") operates its website www.vaakya.com (the "Site") to provide online access to the Site visitor/user ("You" and "Your") of the information about VAAKYA, its products, services, and opportunities it provides (the "Service/s" ). By accessing and/or using this Site, You agree to each of the terms and conditions set forth herein ("Terms of Use" or "TOU"). Additional terms and conditions, disclaimers, privacy policies and other policies applicable to general and specific areas of this Site or to particular content, product or service are also posted in particular / relevant areas of the Site and, together with these Terms of Use, govern Your use of those areas, content, product or service. These Terms of Use, together with applicable additional terms and conditions, disclaimers and policies, are referred to as this "Agreement."

VAAKYA reserves the right to modify the Agreement at any time without giving You prior notice. Your use of the Site following any such modification constitutes Your agreement to follow and be bound by the Agreement as modified. The last date these Terms of Use were revised is set forth at the end of this Terms of Use. Your continued use of the Site / Content after notice of any change to the Terms of Use will be deemed to be Your agreement to the amended terms.

USE OF THE SITE

The Site is only for Your personal use. You may use the Services, the Site, and the information, writings, images and/or other works that you see, hear, access, download or otherwise experience on the Site (singly or collectively, the "Content") solely for your non-commercial, personal purposes and/or to learn about and evaluate VAAKYA products and services.

No right, title or interest in any Content is transferred to You, whether as a result of downloading such Content or otherwise. VAAKYA reserves complete title and full intellectual property rights in all Content. Except as expressly authorized by the Agreement, You may not use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site or the Service, except as expressly permitted by the Terms of Use.

You will not use the Site in any way that is unlawful, or harms VAAKYA, its directors and employees, its affiliates, resellers, distributors, service providers and/or suppliers (each a "VAAKYA Party" and collectively, the "VAAKYA Parties") or any customer of a VAAKYA Party, as determined by VAAKYA's sole discretion. Without limiting the generality of this section, You may not use the Site in any manner that could damage, disable, overburden, or impair the Site, permanently or temporarily, or interfere with any other party's use and enjoyment of the Site.

MEMBER / USER ELIGIBILITY AND REGISTRATION

The Site, Services and Content are available only to legal entities and individuals who can form legally binding contracts to register for an account with VAAKYA and become a member of the Site,

In consideration of Your use of the Services, You agree to:

• provide true, accurate, current and complete information about yourself as prompted at the time of registering with the Site;
• maintain and promptly update Your registration details so as to keep it true, accurate, current, and complete in all respects. If You provide any information that is untrue, inaccurate, outdated, or incomplete, or if VAAKYA has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, VAAKYA may terminate Your Site account and refuse, suspend, or terminate current or future use of any or all of the Content.

USER CONDUCT

You agree to use the Content only for lawful purposes. You agree not to take any action that might compromise the security of the Content, render the Content inaccessible to others or otherwise cause damage to the Content. You agree not to add to, subtract from, or otherwise modify the Content, or to attempt to access any Content that is not intended for You. You agree not to use the Content in any manner that might interfere with the rights of third parties.

You shall not:

• use the Site and Services to defame, abuse, solicit, harass, stalk, threaten or otherwise violate the legal rights of any person. You shall not use the Service to distribute any information that promotes or contains bigotry, racism, hatred, profanity or obscenity, promotes physical harm.
• engage in any fraudulent, abusive or illegal activity, including but not limited to any communication or solicitation designed or intended to fraudulently obtain the password or any private information of any person.
• use the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material.
• reverse engineer, decompile, disassemble, copy, reproduce, distribute, sell, modify, transmit, perform, publish or create derivative works from or in any way exploit the Content for any commercial purpose without express written consent of VAAKYA or in violation of this TOU or the laws of any country.
• run any form of auto responder, mail list or spam on the Site or Services or any processes that are run or are activated while you are not logged on the Site.
• distribute any downloaded file that you know, or reasonably should know, cannot be legally distributed.
• reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, or redistribute or publish the information, software, products or Services provided by VAAKYA or obtained from VAAKYA without obtaining VAAKYA’s express, prior written consent. This restriction includes any attempt to incorporate any information provided by VAAKYA into any other directory, product, or service.
• do any act that violates VAAKYA’s intellectual property in the Content or any intellectual property rights of any third party.
• cache or permit caching by any person.
• do any act, including without limiting, running internet relay chats or IRC bots, crawlers or any other acts that may cause the overload of the servers or which will adversely affect the Service as provided by VAAKYA to anyone, unless there is an explicit written permission from VAAKYA to do so.
• use the Service to store and/or display and/or publish any adult or offensive content, which without limitation Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult content" is left entirely to VAAKYA’s discretion.

SUBSCRIPTION

VAAKYA, in its sole discretion, may provide products and services from the Site:

• absolutely free of cost; or
• partly free and partly by levy of a charge/fee (e.g. demo for a particular time period); or
• levy a subscription fee

Before availing the products and services, VAAKYA may require its members/users to first register with the Site by creating a login name and password and accept all the terms and conditions in, and linked to, the Terms of Use. For availing some of the Services,

You will have to become and remain an authorized user of the Site ("Subscription based Services") and have to fill in your complete and accurate details in the Registration Form available at the link http://www.vaakya.com/register.html and pay the applicable subscription fee and all taxes, duties and levies which may be applicable as per law or regulation, as mentioned in the Registration Form. After You accept to the Agreement and to the Terms of Use of the Site, You will be issued a sign-in identity/login name and password to use / access the Site, Content and Services.

At all times, You will be solely responsible for keeping secure the user identity/login name and password required to access the Site, Content and Services. For the purpose of the Agreement, all actions performed by any person using the identity/login name and password allotted to You shall be deemed to have been committed by You and You will be liable for the same. You will ensure that the password is kept confidential and not shared with any other person. VAAKYA reserves the right to terminate the license at any time if it is found that You have been sharing the password with any unauthorized user or have been using the password for any illegal or unauthorized purpose.

VAAKYA reserves the right to refuse service, terminate accounts, remove or edit Content in its sole discretion.

If You do not access the Site for a consecutive period of six (6) months or at VAAKYA’s discretion, Your subscription will lapse without notice to You.

INTELLECTUAL PROPERTY RIGHTS (IPR's)

VAAKYA respects the intellectual property of others, and we request our visitors and customers to do the same. All Content on the Site is protected by applicable intellectual property laws and international treaties and may not be used in any manner other than to the extent allowed by VAAKYA. VAAKYA has taken adequate care to ensure that the textual, visual and audio-visual content and any type of Content as developed by it is not contravening any copyrights or any other intellectual property or third party rights.

Except as expressly authorized by VAAKYA, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software that VAAKYA discloses or makes available to You or any software that You may download and install from the Site and You must not remove or modify any copyright or trademark notice, or other notice of ownership.

The Site and the Content are protected by applicable intellectual property laws, and belong to VAAKYA and/or its partners, affiliates, contributors or third parties. The copyrights in the Content are owned by VAAKYA or other copyright owners who have authorized their use on the Site. You may download and reprint Content for non-commercial, non-public, personal use only. (If you are browsing this Site as an employee or member of any business or organization, you may download and reprint Content only for educational or other non-commercial purposes within your business or organization, except as otherwise permitted by VAAKYA. You may not manipulate or alter in any way images or other Content on the Site without specific permission from VAAKYA or the copyright owner.

Each and every item and component found on or available via download through the Site, including but not limited to manuscripts, written materials, text, graphics, logos, software, databases, icons, images, audio and video clips, is the exclusive proprietary property of VAAKYA or the applicable owner of such material and is protected under the Indian Copyright Act, 1957, all applicable International laws, and international copyright and intellectual property laws. You shall abide by the Terms of Use and applicable license agreements while using the Content on the Site. Any other use is prohibited and will constitute an infringement of the proprietary rights of the relevant owner or author.

VAAKYA asserts all proprietary rights in and to all names and trademarks contained on on the Site, regardless of whether a trademark registration has been secured. The name VAAKYA is the trademark of VAAKYA Technologies Private Limited, the owner of this Site. Any use of the owner's trademarks in connection with any product or service that does not belong to the owner of this Site, unless otherwise authorized in a written license agreement, will constitute an infringement upon the trademark rights of such owner and may be actionable under the Indian Trade Mark Act, 1999 or any statutory modification or re-enactment thereof and/or trademark laws in other jurisdictions.

Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by VAAKYA on this Site provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "Used with permission") is added to such Content;(b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of these terms. Upon termination, You must immediately destroy any downloaded and/or printed Content.

VAAKYA has no responsibility or liability for any content on other website's that You may find or access when using the Services. Content available on or through other websites may be protected by applicable copyright and other intellectual property laws. In such a case, with respect to usage of the content, you will be governed by the terms of use of those websites, and not of VAAKYA. With regard to the Content available on the Site which is sourced from other third parties and where any such Content is purchased or downloaded through the Site, the content usage rules as provided for in the Terms of Use will be applicable in addition to the third party rules contained in the respective third party End User License Agreements.

With regard to any third party material, products or services availed or purchased through the Site, the respective copyright policies as applicable to such material, products or services will continue to operate with relation to the purchaser. VAAKYA will in such cases act as a only "reseller" of such material, products or services and will not hold any rights to the material or products and does not represent to do so.

VAAKYA may source content from third parties and may at its discretion license to provide the Content to You on the Site. VAAKYA has taken all reasonable care to check the adequacy of the rights of the third party content providers. If You believe that Your or any third party's Intellectual Property Rights have been violated by the VAAKYA's inclusion of any part of the content on the Site, please send the following information to VAAKYA at moc.aykaav@troppus

• description of the copyrighted work or other intellectual property right that you claim has been infringed;
• description of where the material that you claim is infringing is located on the website;
• your name, address, telephone number and e-mail address where VAAKYA may contact you;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf;

VAAKYA will promptly examine the notice from the perspective of the relevant content provider, including VAAKYA when such infringement is with regard to any content provided by VAAKYA. VAAKYA will investigate such issues and will forward your notice to the relevant content provider when required and will remove the content only if satisfied of the claim. It may request additional information before removing the infringing content from the Site.

It is VAAKYA's policy, in appropriate circumstances and at its sole discretion, to disable and/or terminate the accounts of those users who may infringe the copyrights or other intellectual property rights of VAAKYA and/or others.

LINKING Linking To Third-Party Web Sites

Links on the Site to third party websites or information are provided solely as a convenience to You. If You use these links, You will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by VAAKYA of the third party, the third-party website, or the information contained therein. VAAKYA is not responsible for the availability of any such websites or for any material or content posted on such websites. VAAKYA is not responsible or liable for any such website or the content thereon. If You use the links to the website of VAAKYA affiliates or service providers, You will leave the Site, and will be subject to the terms of use and privacy policy and all other terms and conditions as may be applicable to such websites.

Linking To This Site

If You would like to link to the Site, You must seek prior written approval of VAAKYA. Unless specifically authorized by VAAKYA, You may not connect "deep links" to the Site, i.e., create links to this Site that bypass the home page or other parts of the Site. You may not mirror or frame the home page or any other pages of this Site on any other website or web page.

DOWNLOADING FILES

VAAKYA cannot and does not guarantee or warrant that files or Content available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs. VAAKYA will not be liable to You or to any third party if Your computer breaks down as a result of using the Site or Content.

SOFTWARE

Any software available for download via the Site is the copyrighted work of VAAKYA and/or its licensors. Use of such software is governed by the terms of the end user license agreement or applicable software license agreement that accompanies or is included with the software. Downloading, installing, and/or using any such software indicates your acceptance of the terms of the end user license agreement and to the applicable software license agreement.

SERVICES

VAAKYA reserves the right to change, without notice, the terms and conditions under which the Service is offered to You. You can review the most current version of this Terms of Use at any time at http://www.vaakya.com/terms.html . If You continue to use Services after modifications to the Terms of Use, You will be deemed to have agreed to be bound by the changes.

VAAKYA reserves the right to deny to You, at its sole and absolute discretion, access to the Site or Service including or any portion thereof without any prior notice. Reasons for the refusal may or may not be given in writing by us.

DISCLAIMER Disclaimer of Representations and Warranties

VAAKYA DISCLAIMS ANY REPRESENTATION AND WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF (I) VAAKYA PRODUCTS AND SERVICES AND CONTENT, (II) THIRD PARTY PRODUCTS OR SERVICES ADVERTISED ON OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITE (III) ANY INFORMATION OR ADVICE RECEIVED THROUGH SUCH SITE, LINKS OR PRODUCTS OR SERVICES.

YOUR USE OF THE SITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SITE, INCLUDING THE INFORMATIONAND CONTENT IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS WITH NO REPRESENTATIONS OR WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

VAAKYA MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SITE, CONTENT, SERVER OR THE DATA CENTER THAT MAY BE USED BY VAAKYA WILL BE UNINTERRUPTED, TIMELY, SECURE, PROBLEM-FREE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR CONTENT WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE SITE WILL BE CORRECTED.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL, INFORMATION OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL, CONTENT OR SERVICES INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

Disclaimer Regarding Pictures and Sounds

Pictures and Sounds located on the Site does not give the right to authorize You to publish or republish any photographs, images, or audio or video files or any Content accessed through the Site. All of the Content which You locate by searching the Site may be owned and served by third parties other than VAAKYA. VAAKYA may provide you with the URL or address of the Content. If you intend to make use of any Content accessed through the Site for any commercial purposes, we strongly suggest that you contact moc.aykaav@troppus for permission to use the Content.

You may utilize each photograph or image for personal (non-commercial) use only, and only in a printed or digitized literary work as a news report or editorial by giving appropriate credit. You may not create derivative works from a photograph or image, display or distribute copies of it, publish it, use it in a performance, modify it in any manner except size, or, if the particular photograph relates to identifiable persons or entities, you may not use it in a manner which suggests their association with or endorsement of any product, service, opinion or cause.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, VAAKYA IS NOT LIABLE FOR ANY DIRECT, INDIRECT, REMOTE, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SITE, EVEN IF VAAKYA HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE SITE OR CONTENT ; (b) THE COST OF PROCUREMENT OF SUBSTITUTE CONTENT RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOUR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT, SOFTWARE OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

INDEMNIFICATION You agree to defend, hold harmless and indemnify VAAKYA, its directors and officers from and against any and all losses, costs, expenses, damages or other liabilities incurred by VAAKYA and/or its directors and officers, from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against VAAKYA and/or its directors and officers, due to or arising out of: (a) in connection with Your use of the Services, or Content including any payment obligations incurred through use of the Services or Content; or (b) resulting from: (i) Your use of the Site (ii) Your decision to supply credit information via the Site, including personal financial information; (iii) any breach of contract or other claims made by Site members with which You may come into contact; (v) Your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Site member; (viii) Your dispute of or failure to pay any invoice or any other payment; and/or (x) Your obligations to VAAKYA. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise. PRIVACY POLICY Personal information You provide to VAAKYA through the Site is governed by VAAKYA’s Privacy Policy available at http://www.vaakya.com/privacy_policy.html. Your election to use the Site and Content indicates Your acceptance of the Privacy Policy. You consent to the collection, processing and storage by VAAKYA of Your personal information in accordance with the terms of VAAKYA's Privacy Policy at http://www.vaakya.com/privacy_policy.html . You agree to comply with all applicable laws and regulations, and the terms of our Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Site. TERMINATION AND CONSEQUENCES

If You violate any of the term or condition of the Agreement or if VAAKYA has reasonable grounds to believe that You have violated any term of the Agreement, VAAKYA may at any point of time, either temporarily or indefinitely, terminate Your access to the Site or Service or any part thereof without waiving any other rights and without giving any prior notice to You.

It is agreed that in the event VAAKYA terminates Your Service or Your access to the Site because You do not make applicable payments on a timely basis, VAAKYA has a right to suspend the Service or Your access to the Site immediately and take such other steps as may be permissible.

If You provide any information that is untrue, inaccurate, not current or incomplete, or VAAKYA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, VAAKYA has the right to suspend or terminate the Service or Your access to the Site (or any portion thereof).

You also agree that Your sole remedy under the Agreement is cancellation of the Service.

MISCELLANEOUS

The Agreement is governed by the laws of the Republic of India. You consent to the exclusive jurisdiction and venue of courts in Bangalore, India in all disputes arising out of or relating to the use of the Site or Service. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this paragraph.

You agree that no joint venture, partnership, employment, or agency relationship exists between us as a result of the Agreement or use of the Site by You.

If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

The Agreement constitutes the entire agreement between VAAKYA and You with respect to the Site and Content and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between us with respect to this Site and Content.

If You have any questions or concerns regarding the Terms of Use, please contact us at moc.aykaav@troppus .

Last Updated: March 5, 2010

© Vaakya Technologies