End User License Agreement

In this End User License Agreement (“hereinafter referred to as the “EULA”), the words “you”, “your” or “channel partner” or “user” refer to each software user or site visitor or user. “Decimal”, “we”, us”, “our” or “company” refer to Decimal Technologies Private Limited, its subsidiaries, and affiliates. This End User License Agreement govern your use of the SAAS based software, under the Trade Name “Saarathi”, made available under the domain www.saarathi.ai and its mobile applications (hereinafter referred to as the “Platform”).

By using this Platform, you agree to be bound by the following: (1) End User License Agreement, and (2) Privacy Policy; and including any future amendments herein. That this EULA and Privacy Policy shall hereinafter be referred to collectively as the “Policies”. You also agree that by using this website or software or use any of the services, made available on this website, you have read and understood the Policies mentioned herein, as together the said Policies forms a binding agreement between you and Decimal regarding your use of this website, and the software provided herein.

1. DEFINITIONS- As used in this EULA, the following terms shall have the meanings set forth below:

1.1. “Account” shall mean the Account created by you on the Platform to avail services;

1.2. “Applicable Laws” shall mean any statute, law, rules regulation, ordinance, notification, order, decree, judgment, rule of common law, government approvals, bye-laws or other governmental restrictions or any administrative order or notice in effect as of the date of this EULA or anytime thereafter;

1.3. “Customer” shall mean the person for whom you are availing Financial Products through the Platform.

1.4. “Financial Institution” shall mean Banks, Non-banking Financial Institutions, Insurance Company, Mutual Funds, Brokers etc. to whom you forward Customers’ Application for Financial Products.

1.5. “Financial Products” shall mean Loans, Mutual Funds, Insurance etc. for which you facilitate the applications to be made to Financial Institutions on behalf of Customers.

1.6. “Lender” shall mean Banks, Non-banking Financial Institutions to whom a user forwards Customers’ loan applications.

1.7. “Licensed Material” shall mean technical documentation, user manual and other related materials relating to the Platform and Services: and

1.8. “Services” shall mean services available on Saarathi from time to time more specifically defined in Annexure A of this EULA.

2. AGE CONFIRMATION:
You affirm and confirm that you are more than 18 (Eighteen) years of age, having sound mind, with free will and without any coercion or undue influence and fully able and competent to enter into this EULA, policies, terms, conditions, obligations, affirmations, representations, and warranties set forth in these EULA and Privacy Policy.

3. ACCEPTANCE:
3.1. The following EULA governs your use of the website, software, services, materials and documents being made available to you (collectively the “software”). By creating an account on the website or by using the software, you signify electronically your agreement to all Policies, terms, conditions, and notices contained or referenced herein and to comply in accordance with the present EULA.

3.2. If you do not agree to be bound by the EULA and other policies, you may not use the Site in any way.

3.3. If this EULA conflicts with any other document, this EULA will prevail for the purposes of usage of the Site.

4. GRANT OF LICENSE: Decimal hereby grants You, subject to payment of requisite fee, a non-exclusive, non-assignable, license to access the Platform and use services made available on the Platform, solely for business purposes and in accordance with the terms of this EULA, and respective Agreement if any.

5. USE OF WEBSITE:
5.1. You agree to use the Platform as provided, only in a manner which is permitted by the policies and the law. You further agree to never misuse the same. In case Decimal finds any non-compliance by you of the Policies, Decimal may suspend your account on the website or stop providing you the usage right of the software.

5.2. It is agreed by you that by using our Platform or any services made available on the Platform, it does not give you ownership of any Intellectual Property Rights in them or the content that you access. Further, by using the software you are not granted the right to use any branding or logos used in them and you are prohibited from removing, or altering any information displayed in or along with our software and Services.

6. LIMITED LICENSE AND PROHIBITED CONDUCT:
6.1. You have a limited license to access the Platform and use the Services, and the You shall not modify the Platform and the Services, or any portion of it, or any content, information or data available on the Platform.

6.2. Our Services related to a financial product is restricted to its facilitation through the Platform and its use for the aforementioned purposes shall not, in any manner, modify the terms and conditions applicable to such financial product. Decimal shall assume no liability in respect of violation of the same.

6.3. This Platform or any portion of this Platform shall not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express consent of Decimal in writing.

6.4. You, with regard to the Platform and Services, is hereby prohibited from hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing any of the following information and indulging in any of the following activities:
6.4.1. Impersonates any person or entity or false claim or otherwise misrepresents your association or affiliation with any person or entity;
6.4.2. Access, use, or availing services through the account that belongs to others without their authorization;
6.4.3. Infringe the Intellectual Property Rights of Decimal or any third-party, whether individual or entity;
6.4.4. Use of the Services or the Platform in any manner that could damage Decimal, the Platform or its reputation;
6.4.5. Damage, circumvent, disable or otherwise interfere with the security-related features of the Platform or use software viruses or any other computer code, files or programs designed to interrupt, destroy, limit or impair the functionality of the Platform;
6.4.6. Disassemble, decompile, decipher or otherwise attempt to discover the source code, by way of reverse engineering or by any other method, of the Platform or any part thereof;
6.4.7. Use of data mining, robots, crawlers or similar data gathering and extraction tools and technologies in any manner or for any purpose whatsoever;
6.4.8. Intentional interference with the Platform to damage, restrict, delay or inhibit operation of the Platform or any part thereof by any means, including without limitation, uploading or otherwise disseminating viruses, spyware or other malicious files that consists of contaminating or destructive feature;
6.4.9. Post, communicate or otherwise transmit any messages or content which is defamatory, blasphemous, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, harms, minors, hateful, or racially, ethnically, objectionable, disparaging, threatening, relating to encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever or which discloses private or personal matters concerning Decimal or any third-party;
6.4.10. Use of the Platform or Services to indulge in or conduct any activity or solicit the performance of any illegal activity or other activities which infringes the rights of others;
6.4.11. Providing false, inaccurate or misleading information or providing information without the consent of the Customer;
6.4.12. Use of the Platform to collect or obtain Personal including financial information or Non-personal Information of any other party except with written approval by Decimal; 
6.4.13. Downloading, copying, using, aggregating, reproducing, publishing, modifying, distributing, deleting any data information, data or content without prior consent from Decimal; and 
6.4.14. Any act or omission contrary to the law.

6.5. You hereby acknowledge and accept that if you breach any term of this EULA, Decimal at its own discretion shall have the right to suspend/terminate/revoke access or stop providing Platform and its Services to You.

7. OWNERSHIP OF LICENSED MATERIALS AND RESTRICTIONS:
7.1. The Licensed Materials are proprietary to Decimal and are protected under Copyright law, and all right, title, and interest in and to the Licensed Materials (except for certain public domain and/or open source development tools, routines, subroutines, and programs contained within the Platform), including all revisions, updates and enhancements thereof and derivative works based thereon and all intellectual property rights contained therein or relating thereto, are and will at all times remain with Decimal. This EULA does not convey to you any interest in or to the Licensed Materials, but only a limited right of use, subject to and revocable in accordance with the terms of this EULA.

7.2. The Source code for the Platform is the Intellectual Property of Decimal. This EULA doesn’t provide any rights of access of the Source Code to you.

8. FEE AND CHARGES
8.1. You hereby acknowledge that in consideration of the Platform and its services provided to you, you agree to pay the Fees to Decimal as mentioned in Annexure B of this EULA.
8.2. Applicable taxes on the fee shall be borne by you on actual basis.
8.3. You hereby further acknowledge and accept that if you fails to pay any in AnnexureA and Annexure B voiced amount within seven (7) from the due date, Decimal at its own discretion shall have the right to suspend/terminate/revoke access or stop providing Platform and its Services to you.

9. CONFIDENTIALITY OBLIGATIONS:
9.1. In pursuance of this EULA and in relation to the Platform and the Services stipulated herein, either Party (“Receiving Party”) hereby acknowledges and agrees that all or any information of the Other Party (“Disclosing Party”) that it receives in tangible or intangible form including but not limited to documents, records, information, data (written, verbal or electronic), models, analysis software, software code, source code, technical data, trade secrets, know-how, all customer information, product information, business information, processes, marketing plans, compilations, studies, prototypes, samples, methodologies, strategies, work in process, developments, communications, specifications, notes, business plan, intentions, market opportunities, plan of operations, any information not in the public domain, financial information, any and all information derived from such business information, information pertaining to the transaction contemplated herein, information that may have commercial value for the business of the Disclosing Party, the disclosure of which shall be detrimental to the interests of the Disclosing Party and/or any such information in connection with the business of Disclosing Party, which it may become privy to under this Agreement be considered as confidential and proprietary information of Disclosing Party (hereinafter referred to as the “Confidential Information”), whether received orally, in writing or in electronic form. The Parties acknowledges that the information stipulated above is not exhaustive and that Confidential Information shall include any and all information whether such information has been expressly designated as such or implied by virtue of its nature.

9.2. Notwithstanding the foregoing, Confidential Information does not include information that (i) is lawfully made available to the general public, (ii)  is or becomes generally known to the public not as a result of a disclosure by Receiving Party, (iii) is rightfully in the possession of Receiving Party prior to disclosure by Disclosing Party, or (iv) is received by Receiving Party in good faith and without restriction from a third party not under a confidentiality obligation to Disclosing Party and having the right to make such disclosure. The foregoing exceptions do not apply to the disclosure of Personal Information, which shall not be disclosed without Disclosing Party’s prior written consent unless required by law.

9.3. The Receiving Party shall ensure that any information and data received, not limited to the Confidential Information, shall be strictly kept confidential; using the same degree of care as used to protect its own Confidential Information of the like nature, but no less than a reasonable degree of care to prevent unauthorized use or disclosure including all Confidential Information shared during the Term of this EULA, except to its employees, as may be required for the purpose of the business on need-to-know basis.

9.4. The Receiving Party agree that it shall use the Confidential Information of the Disclosing Party only as follows only in relation to the EULA and shall not disclose any such Confidential Information or any part thereof the third-party.

9.5. However, the Receiving Party may disclose Confidential Information in accordance with a judicial or other governmental order or as required by law or regulation provided that the Party provides a reasonable written notice prior to such disclosure so that the other Party may seek a protective order or any other appropriate remedy.

9.6. Receiving Party acknowledges that any unauthorized disclosure of the Confidential Information may result in loss and irreparable loss to the Disclosing Party, for which monetary damages would not provide adequate compensation and that in addition to any other remedy, the Disclosing Party, in the event of a breach or threatened breach of the terms of this Clause, shall be entitled to an injunctive relief, without proving actual damages or posting a bond or other security.

9.7. Receiving Party undertakes to keep and hold Disclosing Party indemnified and harmless against any losses, legal proceedings, liabilities, penalty or fine, which may be caused to or suffered by or made or taken against Disclosing Party arising out of any breach of Confidential Information by Receiving Party or its employees.

9.8. The Receiving Party shall immediately upon becoming aware of any unauthorized disclosure, give notice to the Disclosing Party of such unauthorized disclosure, misuse, theft, or other loss of Confidential Information, whether inadvertently or otherwise.

9.9. On expiry or early termination of this EULA, the Receiving Party agrees to deliver, transfer and return all copies of the Confidential information already in its possession or within its control, to the Disclosing Party.

9.10. The Parties hereby agree that the obligations under this clause shall extend to non-publicizing of any obligation arising out of this EULA.

9.11. The terms of this clause shall continue in full force and survive the termination or expiry of the EULA.

10. DATA AND PRIVACY:
You acknowledge that the data available or hosted online involves risk of unauthorized use and disclosure from actions of third parties and such other circumstances beyond the control of Decimal and that Decimal does not provide any representation, warranty or guarantee for any such unauthorized use or disclosure. In the event of any damages or loss of profit occurring due to the complete or partial destruction of any data owing to an unforeseeable event beyond the control of Decimal, Decimal shall not bear any liability or responsibility for such damages or losses.

11. USER CONTENT:
11.1. Some areas of the website and the software allow you to make available certain information such as your name, email address, phone number, address or other information or in the process of using the software shall constitute "User Content". Decimal claims no ownership rights over any User Content provided by you; however, by sharing such information, you agree to allow us or others to view and/or share your User Content in accordance with your settings in the use of software. Further, Decimal shall not retain any of the User Content for longer than is required for the purposes for which the User Content may lawfully be used. 

11.2. Further, you agree not to post or transmit any User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that you know is not correct and current; (ix) violates any policy or other applicable policy, including those related to cheating or ethics; (x) interferes with other users of the website or Services or software including, without limitation, disrupting the normal flow of dialogue in an interactive area of the website, software and Services and deleting or revising any content posted by another person or entity. You agree that any information that you post do not and will not violate third party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Decimal reserves the right, but is not obligated, to reject and/or remove any such information that it believes, in its sole discretion, violates these provisions.

12. INDEMNIFICATION:
12.1. You agree to defend, indemnify and hold harmless Decimal, it Affiliates, Users and their respective officers, directors, shareholders, contractors, agents and employees from and against, any and all liabilities, obligations, losses, damages, injuries, penalties, actions, judgments, suits, claims, costs, expenses or disbursements, arising out of, or in connection with, (a)  any breach or default by you of any of your representation and warranties, (b) any breach of the terms of this EULA or applicable laws, statutes, ordinances and regulations by you and (c) any claim by a Customer against Decimal. 

12.2. Decimal agree to defend, indemnify and hold harmless you, your Affiliates, Users and their respective officers, directors, shareholders, contractors, agents and employees from and against, any and all liabilities, obligations, losses, damages, injuries, penalties, actions, judgments, suits, claims, costs, expenses or disbursements, arising out of, or in connection with, (a)  any breach or default by Decimal of any of its representation and warranties, and (b) any breach of this EULA or applicable laws, statutes, ordinances and regulations.

13. INTELLECTUAL PROPERTY RIGHT:
13.1. The Decimal shall have the right to use your name and trademark for marketing, advertising and media relation purposes.

13.2. Decimal shall retain and be the sole and exclusive owner of all the rights, titles and interests in any and all the intellectual property in the Platform, and services provided herein including without limitation any copyright, trademarks, patents, trade secrets, know-how, look and feel, design, logo, derivative works, improvements or any and all proprietary information including but not limited to any data, software, source program, code etc. owned, controlled or developed by it prior to the execution of or independently of this EULA and you shall not claim any right, ownership or interest in any of the foregoing. Except for the limited rights granted under this EULA, nothing contained herein grants any license, right, title, interest to you in the intellectual property and proprietary rights of Decimal in the Platform and the Licensed Material as stipulated herein.

13.3. Decimal reserves all rights not expressly granted by it to you under this EULA. You hereby agree to secure and protect all copies of all Platform and any derivative works based on the Platform, in a manner consistent with your obligations under this EULA, and take appropriate action with the employees, temporary employees, or consultants who are permitted access to the Platform and any derivative works based on the Platform.

14. TERM, TERMINATION, AND VIOLATION:
14.1. This EULA shall be valid and continue to be operative as long as you continue to use the Platform.

14.2. You are entitled to terminate this EULA anytime by discontinuing their usage of the Platform and communicate the same in writing to Decimal.

14.3. Decimal shall be entitled to terminate the usage, access, or membership of you at any with immediate effect and with or without cause wherein the term cause shall mean the breach of any of the terms and conditions stipulated in this EULA by you.

14.4. The rights, liabilities or obligations under this EULA that may have accrued to Decimal prior to the termination or expiration of this EULA shall not be affected by such termination or expiration and Decimal shall be entitled to enforce such rights, liabilities or obligations against you regardless of the same.

15. REPRESENTATION AND WARRANTIES:
15.1. Each Party represents and warrants that they are duly incorporated and validly existing entities or individuals, as the case may be, and are in good standing under the applicable laws and regulations.

15.2. Each Party represents and warrants that all the requisite permits, licenses, approvals and other necessary authorizations from any governmental, statutory or other applicable authority have been obtained by it pertaining to the execution and performance and delivery of this EULA.

15.3. Each Party represents and warrants that all the actions, corporate or otherwise, required for the execution delivery and performance of this EULA and the transactions stipulated hereunder have been taken by it and such execution, delivery, and performance shall not constitute a breach of any of its charter documents, any other agreement, applicable laws or require the consent of any third-party or governmental authority. This EULA, when executed and delivered, shall constitute a valid and binding obligation of such Party enforceable in accordance with its terms.

15.4. Each Party undertakes that there is no action or proceeding of any nature pending against it before any court of law or authority including but not limited to proceedings of insolvency or bankruptcy that may hamper or inhibit the execution and performance of this EULA.

16. WARRANTY:
Decimal represents and warrants that it will provide the Platform in a professional manner consistent with general industry standards and that the Platform will perform substantially in accordance with the Technical Documentation.

17. LIMITATION OF LIABILITY:
17.1. In no event shall the Decimal be liable for any indirect, consequential, special or punitive damages including any loss of profit or revenue;

17.2. THE PLATFORM AND THE SERVICE SHALL BE ON AN “AS IS” AND AS AVAILABLE BASIS, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THE DECIMAL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES FOR LOST BUSINESS OR PROFITS INCURRED TO DECIMAL OR ANY THIRD PARTY IN CONNECTION WITH THIS EULA EVEN IF FORESEEABLE OR THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DECIMAL WARRANTS THAT THE PLATFORM AND SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE TECHNICAL DOCUMENTATION. YOU AGREE THAT DECIMAL DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY DECIMAL (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA. DECIMAL DOES NOT GUARANTEE THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL DECIMAL OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF USER’S CONTENT, FILES, OR PROGRAMS

18. ARBITRATION:
Notwithstanding anything contained in this EULA, all disputes arising in connection with this EULA shall, to the extent possible, be settled amicably by prompt negotiations between the representatives of the Parties. In the event of any failure to settle the disputes by mutual negotiations within thirty (30) days of the commencement of the negotiations, the Parties shall refer the same to arbitration to a sole arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996, the Arbitration Rules or any other statutory modification, amendment or re-enactment thereof from time to time in force. The decision of the sole arbitrator shall be final and binding on the Parties.  The venue of Arbitration will be New Delhi, India, wherever the claimant initiates the proceedings.  The language of Arbitration shall be English. Nothing contained herein shall restrict either Party from seeking any interim injunctive or other equitable relief as may be necessary or appropriate to prevent /irreparable loss or harm and mitigate damages from a court of appropriate jurisdiction.  The Parties shall bear their respective cost incurred by them for Arbitration.

19. GOVERNING LAW/AND JURISDICTION: This EULA will be governed by the laws of India. Both parties hereby agree that the courts of Delhi NCR, India shall have the sole and exclusive jurisdiction over any matter or dispute arising out of this EULA.

20. FORCE MAJEURE: Decimal will be excused from performance of its obligations hereunder and will not be deemed to be in breach of or otherwise liable under this EULA due to its inability to perform its obligations for any period during which, and to the extent that, it is prevented from performing any obligation as a result of causes beyond its reasonable control, including, but not limited to fire, earthquake, flood or other natural disaster, substantial snowstorm or other severe weather condition, epidemic, accident, explosion, casualty, strike, lockout or other labor controversy, riot or other civil disturbance, acts of terrorism or war, embargo, act of God, or any failure of the internet or failure or delay of any transportation, power, or communications system.  If the performance of any obligation of Decimal under this EULA is delayed due to any such force majeure events, the time for performance of any such obligations will automatically be extended for a period equal to the duration of such force majeure events.

21. NOTICES:
21.1. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be on the email address specified during the time of registration (“Registered Email-ID”), or to the email address that a party has notified to be that party's email address for the purposes of this section.

21.1. A notice given under this agreement shall be deemed effective/served on the acknowledgement of the other party.

21.3. If no acknowledgement is received back from the other party, the notice given under this agreement shall be deemed effective/served on expiration of 15 (fifteen) business days from the date of email.

22. MISCELLANEOUS PROVISIONS:
22.1. This EULA, together with all annexures and exhibits to this EULA, the terms of which are hereby incorporated by reference, constitute the entire agreement of, and supersede any and all prior verbal or written agreements and understandings between, the parties relating to the subject matter hereof and thereof.  This EULA has been induced by no representations, warranties or statements other than those contained in this EULA.

22.2. This EULA is binding on and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.

22.3. If any one or more of the provisions of this EULA should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, the validity and enforceability of all provisions of this EULA not ruled to be invalid or unenforceable will be unaffected and the provision(s) held wholly or partly invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s), to the minimum extent necessary, to render them valid and enforceable in conformity with the parties’ intent as manifested in this EULA.

22.4. The headings contained herein are for reference and convenience only, and do not define or limit the scope or interpretation of this EULA and are not to be deemed to be a material part of this EULA.

22.5. In case of any one or more of the provisions of this EULA should be held invalid, illegal or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in this EULA shall not in any way be affected or impaired.

22.6. Except as otherwise provided herein, the rights and remedies provided in this EULA and all other rights and remedies available to either party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity.

22.7. No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

22.8. Decimal and You are and intend to remain independent parties.  Nothing in this EULA will be deemed or construed to create the relationship of principal and agent, or of partnership or joint venture, and neither party will hold itself out as an agent, legal representative, partner, subsidiary, joint venture, servant or employee of the other.  Neither party, nor any officer, employee, agent or representative thereof, will, in any event, have any right, collectively or individually, to bind, make any representations or warranties, accept service of process, to receive notice or to perform any act or thing for or on behalf of the other party, except as authorized in writing by such other party in its sole discretion.

22.9. This EULA shall not be construed to create any relationship either of employer/ employee, master/ servant, principal/ agent, partnership/ associate or any other relationship of a like nature between the Parties.

22.10. Each Party agrees not to disclose the terms, conditions or scope of this EULA without the prior express written consent of the other Party. 

23. PRIVACY: You should also refer to Decimal's Privacy Policy for information about how Decimal uses, collects and discloses information to third parties. Our Privacy Policy explains how Decimal treats personal information, and protects your privacy, when you access the Platform.

24. THIRD-PARTY LINKS: The Platform may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Decimal. Decimal does not endorse or assume any responsibility for any such third-party websites, information, materials, products, or services. If you access a third-party website from the Products and Services, you do so at your own risk, and you understand that this EULA and Decimal's Privacy Policy do not apply to your use of such Websites. You expressly relieve Decimal from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Products and Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Decimal shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

25. AMENDMENT: You agree that Decimal reserves the right and has the sole discretion to amend any clauses by way of amendment, addition, variation or repeal or revise this EULA and other policy at any time. Your continued use of the software following the posting of any changes to the EULA of any other policy constitutes your acceptance of those changes.

26. INTERPRETATION: Decimal shall have the exclusive right to interpret this EULA and other policies including any future amendment.

27. NO OBJECTION: User hereby express that it has no objection upon any call/SMS/ Communication by Decimal, any third party on its behalf or any other party authorized by Decimal, communicating to User with regard to the software or other services. Notwithstanding User's registration with National Do Not Call Registry (In Fully or Partly blocked category under National Customer Preference Register set up under Telecom Regulatory Authority of India), User hereby expresses his interest and accord its willful consent to receive communication (including commercial communication) in relation to Decimal’s Services. User further confirms that any communication, as mentioned hereinabove, shall not be construed as Unsolicited Commercial Communication under the TRAI and other alike authorities in other country’s guidelines and User has specifically opted to receive communication in this regard on the telephone number provided by the User

ANNEXURE A

Saarathi is a Lending Marketplace that enables verified and trusted users to send digitized applications for Financial Products to the Financial Institutions on behalf of the Customers. Below mentioned features shall be available to a user during the term of this EULA, if opted:
Platform Access - Permission Active
Processing Loan Applications - Permission Active
Processing Insurance Applications - Permission Inactive

Terms and Conditions:
1. To avail certain Services on the Platform, you shall register and create an account with the Platform that would require your Personal Information.

2. The responsibility for all the activities in relation to your account including maintaining the confidentiality of their username the password shall be solely borne by you and Decimal shall not bear any liability or responsibility for any breach in relation to the same. If you suspect any unauthorized breach or activity on his/her account you shall promptly notify Decimal. You agree and acknowledges that any information provided by you shall not infringe the rights of any third-party.

3. You shall provide true, accurate, current and complete information while registering on the Platform and undertake to update/inform Decimal of any change in the information from time to time as it has a direct bearing on the provision of Services provided by or through Decimal. You hereby undertake that by registering on the Platform, you are not misrepresenting any information, or your identity and you shall not make any attempt to make any unlawful access to the Platform in order to use the Services thereof.

4. By continuous usage of the Platform, you consents to receive communications from Decimal using various channels of communication including, but not limited to, SMS, WhatsApp, calls, emails, etc. regarding the usage of the Platform and the solicitation and promotion of its Services, features, and offerings, verification of availed services.

5. You shall provide accurate, complete and up to date information at the time of registration and creating an account on the Platform and shall ensure that they possess the rights, titles, and interests in the data, information and content they submit on the Platform.

6. You agree and acknowledge that Decimal shall in its discretion be entitled to verify the information provided by you and you shall cooperate with and provide adequate proof of the same to Decimal as and when requested by it.

7. You shall maintain abide by all laws, rules, regulations, guidelines, ordinances, and orders in force at all times during the term of this EULA.

8. You shall maintain the minimum balance required by their respective banks to avail Services and make payments through the Platform. Decimal assumes no liability in respect of violation of any of the obligation imposed by the Issuing Bank on you.

9. You shall take prior written consent of the Customer for uploading Customer information and documents on the Platform as provided under

10. You shall maintain keep the information and documents of the Customers confidential. Any liability with respect to breach of confidentiality on your part shall solely be attributable to you, and Decimal shall not bear the same

11. THE PLATFORM AND THE SERVICES, FEATURES, OFFERINGS, INFORMATION, CONTENT AVAILABLE ON IT IS AVAILABLE ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. DECIMAL DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT FOR THOSE WARRANTIES THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAWS. DECIMAL DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USAGE OF THE PLATFORM
11.1. Decimal provides no warranty that
11.1.1. The Services will be uninterrupted;
11.1.2. The Services will meet your requirement;
11.1.3. Accuracy or reliability of the results that may be obtained from the use of Services;
11.1.4. The quality of Services, information, or other material obtained by you from or through the Platform will meet your expectation.

11.2. Decimal shall not be liable, whether in contract or in tort in any manner whatsoever for
11.2.1. any interruptions in the services;
11.2.2. delay in access or interruptions on the Platform;
11.2.3. loss, theft, non-delivery, destruction, corruption, of data;
11.2.4. any loss or damage incurred as a result of your access or usage of the Platform;
11.2.5. the occurrence of any viruses, malfunctions, system failures, technical problems in connection with the Platform;
11.2.6. inaccuracies or omission in the content;
11.2.7. any other event beyond the control of Decimal.

11.3. The Platform does not charge any registration or browsing fee; however, reserves the absolute right and discretion to modify, amend or update the fee policy from time to time. All such modification or amendments will be intimated to you, which shall become effective immediately after posting the same on the Platform and shall form a part of this EULA. 

12. In order to render Services, Decimal may be required to enter onto arrangement or agreements with third-party payment gateways, facilitators and processors for collection, refund, remittance or payment made by you through the Platform. Decimal hereby disclaims all warranty in respect of any of the Services brought to you by the third-party service providers.

13. Decimal shall assume no liability whatsoever in respect of any loss or damage arising directly or indirectly to you or any third-party due to
13.1. Lack of authorization for any transaction;

13.2. Illegitimacy of the payment method (including debit/credit cards fraud) being used by you;

13.3. Lack of authorization for any transaction made using the Platform;

13.4. Decline of transactions by Issuing Bank for any other reason whatsoever.

14. The use of the Platform and any resultant connection, exchange, communications or transaction does not constitute an offer, advice, counselling, recommendation on part of Decimal and any loss, liability, expenses, damages, judgments incurred by you as a result of entering into a transaction by using the Platform shall solely and exclusively be the responsibility of and borne by you, and Decimal shall not bear any liability or responsibility for the same.

15. The Platform is merely an intermediary and provides an interface for users to voluntarily register themselves by providing certain data and information in accordance with their individual preferences to enter into a transaction and availing the services herein.

16. Decimal takes reasonable measures and precautions for the protection and security of the information provided by you  on the Platform; however, it shall not bear any responsibility or liability for any unauthorized or inappropriate use including without limitation any copying, printing, publishing, forging, reproductions, manipulation of the same by any other person or entity.

Annexure B
Fee and Changes

You do hereby agree that Decimal, for access the Platform and use of available services, shall be entitled to received fee and commission as mentioned below.
S.No.  Particular                                          Fee and Charges1
1        
for each file disbursed/submitted
           to the Financial Institution
2        Mention Other
3        Mention Other
4        Mention Other
5        Mention Other

 Terms and Conditions
1. Fees and Charges, as mentioned above, are exclusive of taxes. Applicable taxes on the fee and Charges shall be borne by you on actual. 
2. Decimal reserves the right to revise the fee, from time to time, by providing prior notice to you.