END USER SOFTWARE LICENSE AGREEMENT BY AND BETWEEN POWERWEAVE HEURISTIC INVESTMENT TECHNOLOGIES PRIVATE LIMITED AND THE END USER

End User Software License Agreement

This End User Software License Agreement (this “Agreement”) is made at Mumbai, by and between:

• Powerweave Heuristic Investment Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013 of India, and having its registered office at Powerweave House, Plot Number 27, Road 11, MIDC, Marol, Andheri (E), Mumbai 400-093, hereinafter referred to as the “Licensor” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns), and
• You, the end user, hereinafter referred to as the “Licensee.”

WHEREAS: The Licensee desires to use the “Software” (defined hereafter) of the Licensor to create its own trading strategies and for which purpose the Licensee desires to seek a license of the Software from the Licensor, pursuant to this Agreement, and the Licensor agrees to license the Software to the Licensee in consideration for the “Fees” (defined hereafter) and on the terms and conditions contained in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions and Interpretation: In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings: a. “Functionality” means the ability to (i) create trading strategies, (ii) screen stocks listed on the National Stock Exchange of India (“NSE”) and other exchanges, if any, as may be added by the Licensor from time to time, based on technical selections of the Licensee, (iii) create software codes of the said trading strategies, (iv) testing of the trading strategies on the basis of historical data, (v) paper trade the said strategies, (vi) deploy the said strategies through an application program interface of the stock broker of the Licensee, subject to the Licensee (a) procuring a license of the same from the said broker, and (b) complying with all applicable laws including laws applicable to automated and/or algorhthmic trading as issued or as may be issued by the Securities and Exchange Board of India, the National Stock Echange of India Limited and/or any other relevant person or entity including any regulatory or statutory authority (“Legal Requirements”), and (c) ensuring that the said broker has complied with the Legal Requirements, and (vii) monitoring ongoing returns on investments and orders from any live running strategies. b. “Software” means the software of the Licensor having the Functionality (defined above), including but not limited to any customizations and updates thereto, if any, that the Licensor makes available to the Licensee for the Licensees use, in accordance with the terms and conditions of this Agreement. c. "Fees" means the Set-up Fees and the Monthly Subscription Fees, plus any goods and service tax thereon, all the aforesaid as may be revised and applicable from time to time, that the Licensee shall pay in consideration for having access to and/or using the Software. d. “Intellectual Property Rights” means any trade marks, brands, logos, know-how, service marks, rights in designs, utility models, copyrights, trade and business names, rights relating to trade secrets or confidentiality, patents, inventions, rights in computer software, moral rights, database rights, know-how, rights in domain names, drawings, technical information, specifications, instructions, processes, formulae and all rights of a similar nature subsiding anywhere within the world and rights to apply for protection in respect of any of the foregoing rights and/or any rights of Licensor in any specialized or other software that the Licensor may provide or make available to the Licensee including the Software whether or not any of the aforesaid are registered, and including any applications for their registration. e. “Monthly Subscription Fees” means such fees as are applicable based on the specific plan chosen by the Licensee from the website https://www.phi1.io/ of the Licensor, plus any goods and service tax thereon, as may be revised and applicable from time to time, that the Licensee shall pay in consideration for having access to and/or using the Software. f. “Set-up Fees” means such fees as are applicable for the specific plan chosen by the Licensee from the website of the Licensor https://www.phi1.io/ plus any goods and service tax thereon, as may be revised and applicable from time to time, that the Licensee shall pay in consideration for having the Software activated for the first time for use by the Licensee. g. Term" means the period of time for which the Licensee has paid the Monthly Subscription Fees. h. "Third Party Components" means any third party software, content and/or information, hardware, services and/or any sub-contractors that the Licensor may use or engage, in its sole discretion, to comply with any and all of the Licensor’s obligations, including license of the Software and/or the provision of any services under this Agreement, to the Licensee. i. “Use or use” means the use or using of the Software by the License.
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   1.1 References to Recitals, Clauses, Schedules and/or Annexures shall be to the recitals and clauses of, and the schedules and annexures to, this Agreement.
   1.2 References to a “person” shall be construed so as to include any individual, firm, company, limited liability partnership, general partnership, any body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association (whether or not having separate legal personality).
   1.3 A reference to a party or the parties is to a party to this Agreement and shall include any assignees of the Licensor.
   1.4 Words appearing in the plural shall mean the singular where appropriate and vice versa.
   1.5 Clause headings appear for ease of reference only and shall not affect the interpretation of this Agreement.
   1.6 Unless the context otherwise requires, references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended and any subordinate legislation made under it from time to time.
   1.7 In the event of any inconsistency between the terms of this Agreement and the terms of any Schedule and/or Annexures, the terms of this Agreement shall prevail to the extent of any such conflict.
   1.8 The recitals of this Agreement are a binding and operative part of this Agreement.
   1.9 The contra proferentum rule shall not apply.
2. License to the Licensee
   
   2.1 Upon the acceptance of the terms and conditions of this Agreement through the website https://www.phi1.io/ of the Licensor, and in consideration of the receipt of the Fees, the Licensor grants to the Licensee a limited, non-exclusive, revocable, non-transferable, right, effective during the Term, and subject to compliance by the Licensee of the terms and conditions contained in this Agreement, to access and Use the Software through the said website. The date of this Agreement shall be the date on which the said acceptance is provided by the License.
   2.2 The Licensee agrees and undertakes that the Licensee shall not Use the Software, other than as expressly permitted under this Agreement.
   2.3 The Licensee agrees and undertakes and that the Licensee shall not, and neither shall it allow any person or entity to, copy the Software, modify or to create any derivative works based upon the Software, decompile, disassemble or reverse engineer the Software in whole or in part, defeat, disable or circumvent any protection mechanisms related to the Software, sell, loan, license, sub license, lease or rent to any third peron or entity whether for profit or without charge, any portion of the Software or in particular, without limiting the generality of the foregoing, distribute the Software on any media, make the Software accessible to the public or any third person or entity, whether over networks, electronic bulletin boards, web sites or otherwise; or allow any third person or entity to Use the Software, export, re-export, download or otherwise use the Software in violation of any laws or regulations.
   2.4 Licensee agrees not to use and will take all measures to prevent the Software from being used for for any illegal, unlawful, harassing, harmful, tortious or to disrupt the resources, computer systems and computer networks of any third person or entity.
   2.5 The parties agree that the obligations of the Licensor as specified in this Agreement are conditional upon the meeting by the Licensee of the specific obligations and responsibilities as may be initimated orally or in writing by the Licensor, from time to time, in addition to payment of the Fees, and compliance with the other applicable terms and conditions of this Agreement by the Licensee. Further, the Licensee agrees and acknowledges, that the Licensee has the knowledge to be able to create software codes of trading strategies, through the use of the Software, on his or her own.
3. Reactivation of the License
   
   3.1 In the event that the Licensee does not pay the Monthly Subscription Fees, the License shall stand automatically terminated without any further act or deed on the part of the parties, and the Licensee shall no longer be authorized and shall not have access to use the Software.
   3.2 Further, if the Licensee does not pay the Monthly Subscription Fees for 1 months or more, and would like to reacative the license, then such Licensee shall be required to pay the Set-up Fees, once again, in addition to paying the regular Monthly Subscription Fees.
4. Sub-contracting
   
   4.1 The Parties agree that the Licenor shall be entitled to sub-contract the performance of any and all of its obligations contained in this Agreement in its sole discretion to any sub-contractor and shall be entitled to use any Third Party Components, as it may desire in its sole discretion, to perform any and all of its obligations contained in this Agreement. There shall be no requirement to notify or inform the Licensee of the aforesaid.
5. Error Reporting and Solutions 5.1 In the event the Licensee faces any error in the Use and/or any Functionality of the Software it shall notify the same in writing to the Licensor via email at the following address support@phione.io . Within 48 hours of the receipt of such notification (excluding Sundays and any public holidays), the Licensor shall contact the Licensee and satisfy itself regarding the error reported and propose solutions which may include the the Licensee having to update or upgrade the Software. The Licensor shall not be liable for any error due to (i) any Force Majeure event as explained in Clause 15.6 of this Agreement, and/or (ii) any Third Party Components, (iii) any reason attributable to any sub-contractors, and/or (iv) due to any viruses or cyber attacks. Further, it shall be the sole responsibility of the Licensee for scanning for any viruses and having an anti-virus software installed and updated on its computer/device at all times.
6. Collection and Use of Personal and Sensitive Personal Information and Data
   
   6.1 The collection, use, disclosure, etc. of the personal information and data including personal sensitive personal information and data of the Licensee shall be in accordance with the personal data protection and privacy policy as disclosed at https://www.phi1.io/ The Licensee hereby declares and confirms that the Licensee has read, understood and accepted the terms and conditions of the said policy and that all the terms and conditions of the said policy are hereby deemed to be incorporated into this Agreement by reference, shall form a part of this Agreement and the Licensee shall be bound by the same. Further, the acceptance of this clause shall be deemed to be the consent provided by the Licensee as required by Rule 5 and Rule 6 of the The Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data of Information) Rules, 2011 as may be amended from time to time.
7. Proprietary Rights
   
   7.1 Ownership: All Intellectual Property Rights are and shall remain the sole and absolute property of the Licensor. The Licensee shall not gain by virtue of this Agreement and/or by the Use of the Software any ownership rights of any nature including any ownership of copyrights, patents, trade secrets, trademarks or any other Intellectual Property Rights owned by the Licensor.
   7.2 Co-operation: Licensee shall fully cooperate with the Licensor in enforcing any patents, copyrights, or other possessory or proprietary rights of the Licensor under this Agreement.
8. Warranties & Disclaimers
   
   8.1 The Licensee hereby agrees, and acknowledges the following:
   8.1.1 The Software has not been approved by any statutory authority including but not limited to the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India, and/or any stock exchange including the National Stock Exchange.
   8.1.2 Any and all trading strategies that the Licensee creates would be the Licensee’s reasonsibility to have approved by the relevant regulatory authority and/or the relevant stock exchange directly and/or through the stock broker that the Licensee may use. The Licensor is not liable and neither does the Licensor represent that any such approvals have or will be procured.
   8.1.3 The Licensee agrees and undertake that he or she or it is a resident of India, and any and all trading strategies that the Licensee creates with the use of the Software shall be in compliance with all laws and shall not violate any law, rules and/or regulations including any laws, circulars, notifications etc., on algorithmic trading issued by any statutory authority, including the SEBI.
   8.1.4 The Licensee agrees and acknowledges that the Licensee is aware that the Licensor has used various open source codes and Third-Party Components in the Software and that the Licensor shall not be liable in any manner whatsoever for any non availability and/or malfunction of the aforesaid or the non-availability and/or malfunction of the Software due to the aforesaid and/or for any other matter in connection with all the aforesaid.
   8.1.5 The Licensee agrees that the Licensor shall not be liable in any manner whatsoever for collection, usage, storage, breach, etc. of any personal information or data including any sensitive personal information or data, which is collected by any third person or entity including any broker/intermediary whose application program interface/API is used for any reason. The Licensor is not liable for any agreement including relating to any API that the Licensee may have with or enter into with any other person or entity including any stock-broker or sub-broker in connection with the the Software.
   8.1.6 The Licensee agrees and acknowledges that the Licensor shall not be obliged to take any back-up of any data of the Licensee and neither shall the Licensor be liable in any manner whatsoever for any loss of any such data. However, the Licensor reserves its rights to collect, etc., such data as per the provisions of Clause [7] above.
   8.1.7 The Licensee agrees and acknowledges that the Software may be unavailable for use during downtimes for maintenance or other purposes. Incase of any errors or problems in the use of the Software, the Licensee must inform the Licensor of the same in writing, and thereafter the Licensor shall investigate and respond to the Licensee, with solutions, if any, as soon as may be, commercially reasonably possible, for the Licensor.
   8.1.8 The Licensee agrees and acknowledges that the Licensor is not providing any investment advice whatsoever and is only providing a license to use the Software to enable the Licensee to create its own trading strategies on the basis of the Licensee’s own expertise and due diligence. The Licensor shall not be liable for any losses whatsoever arising from any investment decision(s) taken by the Licensee on the basis of the use of the Software including any results emanting from the use of the Software, any results emanating from the testing of the trading strategies on the basis of historical data and/or from paper trading of any strategies created by the use of the Software. The Licensee agrees and acknowledges that all the aforesaid can vary based on multiple factors including the market conditions at the relevant historical time.
   8.1.9 The Licensee agrees and acknowledges that one or more users of the Software may create the same or similar trading strategies by use of the Software, and in such event each such user shall be entitled to use the same without any notice to, consent of, and/or obligation to, the other user.
   8.1.10 The Licensee agrees and acknowledges that any data regarding matters such as price of shares or other instruments or other items which are sourced by the Licensor from third parties may not necessarily be accurate or correct, and that the Licensor cannot guarantee the authenticity and correctness of the same, and neither shall the Licensor be liable in any manner whatsoever for any such inaccuracy or incorrectness.
   
   8.2 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE LICENSOR, ITS AGENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF SATISFACTORY QUALITY, ACCURACY, UNINTERRUPTED USE, TIMELINESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY, FITNESS FORPARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED AND THE LICENSEE AGREES TO THE SAME.
9. Indemnity
   
   9.1 The Licensee will, promptly upon demand by the Licensor, defend, indemnify, and hold the Licensor, its customers, officers, directors, employees, agents, shareholders, partners, representatives (collectively, the “Licensor Parties”) harmless from and against any and all claims, actions, causes of action, lawsuits, complaints, damages, liabilities, obligations, costs charges and expenses (including court costs and attorneys’ fees) (collectively “Losses”), incurred or likely to be incurred by, or imposed or asserted against any of the Licensor Parties as a direct or indirect result of : (1) the Licensee’s failure to perform or improper performance of this Agreement; (2) Licensee’s failure to comply with applicable Indian federal/central and state laws and/or any notifications or circulars of the SEBI, RBI, the NSE or any other applicable authority who has power to direct or control the activities of the Licensee; (3) the Licensee’s negligence or wilful misconduct; (4) any action taken by the Licensor at the request or instructions of the Licensee.
10. Third Party Claims 10.1 The parties agree that in the event that Licensor is unable to provide the Software or discountinue the license of the Software to the Licensee due to any actual or alleged claim, by a third party or person, of infringement by the Licensee of any third party patent, copyright, trademark, trade name, trade secret or other proprietary or intellectual property right of such third party or breach of contract or dispute by and between the Licensor and any third party or person and/or the non-availability of any Third Party Component for any reason, then the sole and exclusive remedy of the Licensee will be to require the Licensor to make commercially reasonable efforts to attempt to provide the Licensee with an alternative to the component alleged to have been infringed. If the Licensor is unable to provide such an alternative within 1 month from the date of such event, then the Licensee or the Licensor may forthwith terminate this Agreement.
11. No Consequential Damage
    
    11.1 EXCEPT WITH REGARD TO DAMAGES ARISING OUT OF ANY UNAUTHORIZED USE OF THE SOFTWARE BY THE LICENSEE, OR FOR PERSONAL INJURY, AND THE INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT, WITH RESPECT TO EACH OF WHICH LIABILITY WILL NOT BE LIMITED PURSUANT TO THIS CLAUSE, UNDER NO CIRCUMSTANCES SHALL THE LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. EXCEPT FOR THE UNAUTHORIZED USE OF THE SOFTWARE, THE INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR THE LICENSEE'S PAYMENT OBLIGATIONS TO PAY THE FEES, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF THE LICENSOR UNDER ANY THEORY OF LAW INCLUDING CONTRACT OR TORT, EXCEED THE AMOUNT OF ONE MONTH’S MONTHLY SUBSCRIPTION FEE]
12. Governing Law and Dispute Resolution
    
    12.1 This Agreement shall be governed by and construed in accordance with the laws of India. Further, any and all disputes arising under and/or in connection with this Agreement shall be submitted to a sole arbitrator as may be mutually agreed in writing between the parties. The arbitration shall be held in the English language, in Mumbai and each party shall bear their own costs of arbitration. The arbitration shall be governed as per the provisions of the Arbitration and Conciliation Act, 1996 of India. However, in the event, this arbitration provision is held to be unenforceable for any reason, then the parties agree that the courts of Mumbai shall have exclusive jurisdiction. Notwithstanding anything aforesaid, the Licensor shall always be entitled to seek any injunctive relief against the Licensee from any court of competent jurisdiction to safeguard and protect its Intellectual Property including the Software from any actual or threatened unauthorized use.
13. Term and Termination
    
    13.1 This Agreement shall continue for the Term unless terminated by either party in accordance with the terms and conditions contained in this Agreement.
    13.2 Termination for Cause
    13.2.1 Without prejudice to any other rights or remedies available to the Licensor, this Agreement may be forthwith terminated by the Licensor, if:
    13.2.1.1 The Licensee does not pay any sums due, including any Fees, to the Licensor in accordance with the terms and conditions contained in this Agreement.
    13.2.1.2 It becomes commercially unviable for the Licensor to continue licensing the Software i.e. for any business reasons.
    13.2.2 This Agreement may be terminated by the Licensee by clicking on the cancel button in the billing section of the said website, at least 1 (one) day before the commencment of the next billing cycle. The billing cycle is every 30 (thirty) days.
14. Effect of Termination
    
    14.1 Upon termination of this Agreement by the Licensor for cause as stated above and/or for Force Majeure as stated in Clause 15.6, Licensor shall be entitled to discontinue the licensing of the Software to the Licensee including but not limited to denying access to the said website, without incurring any liability whatsoever including having to refund any Fees. Further, upon any termination the Licensee shall pay all pending dues to the Licensor within a maximum period of 7 days of demand by the Licensor. It is further agreed that in the event the Licensee terminates this Agreement, then no Fees that have been Licensee paid shall be required to be refunded by the Licensor.
15. Miscellaneous
    
    15.1 Legal Status: Nothing in this Agreement is intended or will be construed to create or establish any agency, partnership or joint venture relationship between the parties. The parties expressly disclaim such relationship, agree that they are acting solely as independent contractors hereunder and agree that the parties have no fiduciary duty to one another or any other special or implied duties that are not expressly stated herein.
    
    15.2 Notices:
    15.2.1 Any notice, approval or other communication required or permitted under this Agreement will be given in writing. Such communications will be sent to the address specified below or to any other address that may be designated by prior notice if to Licensor, at the address first mentioned above and if to Licensee at the adress mentioned at the time of signing-up on the Licensor’s website.
    15.2.2 Notices will be effective on the first business day following receipt thereof. Notices sent by certified mail or courier will be deemed received on the date of delivery as indicated on the return receipt or delivery notice.
    15.3 Waiver, Amendment and Modification: Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed or accepted electronically by both the parties. No waiver of breach of any provision of this Agreement by either party will constitute a waiver of any subsequent breach of the same or of any other provision, and no waiver whatsoever will be effective unless made in writing and signed by the concerned party.
    15.4 Severability: If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.
    15.5 Assignment: The Licensor may assign, delegate, sub-contract, novate or otherwise transfer this Agreement and/or any or all of its rights or obligations without the Licensee’s approval or consent and neither shall there be any requirement to inform the Licensee of the same. However, the Licensee shall not be entitled to assign, delegate, sub-contract, novate or otherwise transfer this Agreement or any of its rights or obligations without The Licensor’s prior written consent and which consent may be withheld at the sole discretion of the Licensor.
    15.6 Force Majeure: Notwithstanding anything to the contrary contained in this Agreement, neither party will be liable to the other for failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by or is otherwise directly attributable to an act of God, war, hostilities, riot, civil disturbance, acts of terrorism, earthquake, flood, tempest, lightening or other natural disaster, fire, explosion, labour dispute, strike, lockout or other industrial disturbance, governmental acts or omissions, laws or regulations, inability to procure any parts, materials or Third Part Components or any other Force Majeure beyond its reasonable control (“Event”) affecting the performance of the contractual obligations set forth in this Agreement and only for such period that such prevention or delay continues. If such an event happens to the Licensee, Licensee will promptly submit to Licensor a written statement documenting the Event that prevents it from performing any of the obligations contained in this Agreement. Upon the occurrence of an Event of Force Majeure, the Licensor may terminate this Agreement forthwith without being liable to the Licensee in any manner whatsoever, and, inter alia, the Clause relating to the effect of termination shall apply.
    15.7 Entire Agreement: The parties agree that this Agreement contains and represents the entire and complete agreement between the parties hereto and supersedes any prior commitments, agreements or understandings, whether written or oral, between any one or more of the Parties. No other terms or conditions including any representation or warranties whatsoever, other than those expressly stated herein (or deemed to have been incorporated by reference, as may have been specified in a Clause of this Agreement) shall be deemed to be implied including due to any custom or trade usage.