END USER LICENSE AGREEMENT

IMPORTANT: THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS AN AGREEMENT BETWEEN YOU (EITHER INDIVIDUAL OR A COMPANY) AND Livekeeping Technologies Pvt. Ltd. WITH REGARD TO THE USE BY YOU OF (Livekeeping) SOFTWARE FOR YOUR MOBILE (“DEVICE”)

IF YOU ACQUIRE THE Livekeeping APPLICATION FOR YOUR COMPANY’S USE, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THIS EULA.

BY PURCHASING , SUBSCRIBING TO, DOWNLOADING, INSTALLING, USING, OR OTHERWISE ACCESSING THE Livekeeping APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. GRANT OF LICENSE Subject to the terms and conditions set forth herein, in consideration for the purchase price paid by you for the Livekeeping Application, Livekeeping Technologies Pvt. Ltd. and/or its affiliated companies grants you a non-transferable, non-exclusive, and non-sub-licensable limited right and license to view, use and access the Livekeeping application to receive solely for your informational purposes and for your immediate, private, individual and noncommercial use. If your original device becomes non-operational you may be permitted, at Livekeeping Technologies Pvt. Ltd., to make a transfer of the Livekeeping Application another device. To make a request for such transfer, please contact the Livekeeping Technologies Pvt. Ltd. customer support department livekeeping.com
2. CONSENT & PRIVACY You hereby consent to the access, collection and onward transmission of your Tally ERP 9 account information by Livekeeping Technologies Pvt. Ltd. to the device and all such account information shall be governed by Livekeeping Technologies Pvt. Ltd. privacy policy from time to time, and available at its website, livekeeping.com
3. OWNERSHIP You acknowledge and agree that Livekeeping Technologies Pvt. Ltd. owns all right, title and interest in or, if applicable, license to the Livekeeping application, including but not limited to, all copyrights, trademarks, data and content, except to the extent any such third-party data provider. Any reference to products, services, processes, and hypertext links to third parties or other data by trade name, trademark, manufacturer, supplier, or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by Livekeeping Technologies Pvt. Ltd. or its licensors. Except as expressly stated in clause 1 hereinabove, this agreement does not grant you any intellectual property right in the Livekeeping Application.
4. RESTRICTIONS All rights not expressly stated herein are reserved by Livekeeping Technologies Pvt. Ltd. disclaims any and all implied licenses. Without limiting the foregoing, you agree not to:
   1. Reverse engineer, decompile, reverse compile, create compilations or derivative works, translate, adapt or disassemble the Livekeeping Application or any part thereof, including the third party content data;
   2. Copy or reproduce Livekeeping Application or any part thereof, including the third party content data, in any form;
   3. Publish, display, disclose, sell, rent, lease, store, loan, distribute, publicly display or perform, co-brand, frame, or permit third parties to link to Livekeeping Application or any part thereof, including the third- party content data;
   4. Assign, sublicense, convey, transfer, pledge as security, or otherwise encumber the rights and licenses granted hereunder;
   5. Use the Livekeeping Application in any fashion that may infringe any patent, copyright, trademark, trade secret, or any other intellectual property or proprietary right of Livekeeping Technologies Pvt. Ltd., its third party data providers or any other third-party;
   6. Provide any portion of the Livekeeping Application to the government agency; or
   7. Enter into any agreement with any third-party that in any way restricts, prevents or hinders the ability of Livekeeping Technologies Pvt. Ltd. to provide to such third-party the Livekeeping Application or any other product or service made available by Livekeeping Technologies Pvt. Ltd. from time to time.
5. UPDATES If you receive an update or an upgrade to, or a new version of, any Livekeeping Application (“Update”) you must possess a valid license to the previous version in order to use the update. All updates provided to you shall be subject to the terms and conditions of this agreement. If you receive an update, you may continue to use the previous version(s) of the Livekeeping (Application in your possession, custody or control) Livekeeping Technologies Pvt. Ltd. shall have no obligation support the previous version of the Livekeeping Application upon availability of an Update. Livekeeping Technologies Pvt. Ltd. has no obligation to provide support, maintenance, updates or modifications under this agreement.
6. DATA PLAN FEES You are responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by your carrier to access the Livekeeping Application.
7. TERMS The term of this agreement shall be useful life of the Livekeeping Application or until otherwise terminated in accordance with the terms and conditions of this agreement (“Term”). Livekeeping Technologies Pvt. Ltd. may terminate this agreement for any reason, including, but not limited to, if Livekeeping Technologies Pvt. Ltd. finds that you have violated any of the terms of this agreement. In addition, this agreement shall terminate immediately upon
   1. The termination of your usage of your Tally account package; or
   2. Termination of any license granted to Livekeeping Technologies Pvt. Ltd. by a third party for use of such third party’s software as part of or in the Livekeeping Application
   Clauses pertaining to indemnity, confidentiality and non-disclosure shall survive the termination of this Agreement. All other rights and obligations of the parties shall cease upon termination of this agreement including, but not limited to, all licenses granted hereunder.
8. CONFIDENTIALITY At all times during the terms and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or any other individual or entity any confidential information of Livekeeping Technologies Pvt. Ltd. or any of its third party data providers. “Confidential Information” means any trade secrets or confidential or proprietary information whether written, digital, oral, or other form which is unique, confidential, or proprietary to Livekeeping Technologies Pvt. Ltd. or its third party data providers, including, but not limited to, the Livekeeping Application, and any other materials or information related to the business or activities of Livekeeping Technologies Pvt. Ltd. which are not generally known to others engaged in similar businesses or activities. You shall return to Livekeeping Technologies Pvt. Ltd. any of its confidential information upon request and/or upon termination of this agreement.
9. INDEMNITY You agree to indemnify, defend and hold Livekeeping Technologies Pvt. Ltd. and its licensors and suppliers (including, but not limited to, their respective assignees, subsidiaries, affiliated companies and their respective officers, directors, employees and shareholders, agents and representatives) harmless from and against any and all liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, including, but not limited to, attorney's’ fees arising out of or in connection with your use of or subscription to the Livekeeping Application.
10. LIMITED WARRANTY
    1. The Livekeeping Application (excluding any third party content data) is warranted to perform substantially as described in the product manual.
    2. The warranties and remedies contained herein are exclusive and in lieu of all other warranties, whether express, implied, statutory, or arising from trade usage or course of conduct, including, but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement and other expressed or implied warranties of accuracy, completeness "real time" information, title or any other type of warranties relating to the Livekeeping Application or its performance hereunder
11. LIMITATION OF LIABILITY You assume all responsibility and risk for the use of the Livekeeping Application, and Livekeeping Technologies Pvt. Ltd. disclaims all liability for any loss, injury, or damage resulting from use of the Livekeeping Application and any third party data or content. It is your responsibility to use the Livekeeping Application prudently to access your information. In no event shall Livekeeping Technologies Pvt. Ltd. or its suppliers, including third party data providers, be liable to you or any other party for any compensatory, indirect, incidental, special or consequential damages (including, without limitation, indirect, direct, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the Livekeeping Application and any third party data or content, even if Livekeeping Technologies Pvt. Ltd. has been advised of the possibility of such damages. Subject to the foregoing, Livekeeping Technologies Pvt. Ltd. total agreement liability with respect to its obligations under this agreement or otherwise with respect to the Livekeeping Application shall not exceed the price paid by you for the Livekeeping Application.
12. GOVERNING LAW AND JURISDICTION This agreement shall be governed and constructed by the laws of India, and the courts of Maharashtra shall have exclusive jurisdiction.
13. MISCELLANEOUS This agreement constitutes the entire understanding and agreement of the parties and supersedes all prior and contemporaneous understanding and agreements, whether written or oral, with respect to its subject matter. No delay or failure by Livekeeping Technologies Pvt. Ltd. to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective against Livekeeping Technologies Pvt. Ltd. unless it is a signed writing by Livekeeping Technologies Pvt. Ltd. You may not assign your rights or obligations hereunder (including as a change of control) without the prior written consent of Livekeeping Technologies Pvt. Ltd. Subject to the foregoing, this agreement will bind and inure to the benefit of the successors and permitted assigns of the parties. If any provision of this agreement is held to be invalid, illegal, or unenforceable in any respect, that provision to the extent permitted by law (not otherwise) shall be served from this agreement and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision. The parties to this agreement are independent contractors. Livekeeping Technologies Pvt. Ltd. shall not be liable to you for a failure to perform any of its obligations under this agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control. All notices hereunder must be in writing and mailed by certified mail, return receipt requested, or by prepaid courier services, or by facsimile with receipt confirmed by telephone, to each party’s address