Terms and Conditions

Services shall mean Licensor's information products, data, services, software, software as a service, application or technology management services, technology systems, applications, reports, files and documentation identified and further defined in the applicable Order Form including the Content defined herein this Agreement will be part of Services. Content shall mean any text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, audio, video, artwork, computer code, information, data and material therein, including ratings or scores. Platform shall mean the Licensor's proprietary web based software services, including any updates, modifications, documentation, Services and Contents specified in Order Form. MARKETSANDMARKETS RESEARCH PRIVATE LIMITED ("Licensor")

Licensor hereby grants to the Customer a non exclusive, non transferable, limited right to access and use the Platform during the Term, solely for the Customer's internal business purposes, non-commercial purpose and subject to the usage limits and restriction provided in this Agreement. Customer acquires no rights or licenses in or to the Platform other than the limited right to access and view, and to utilize the Platform by Customer's authorised user (defined in applicable order form) in accordance with terms of this Agreement.

1. Customer hereby agrees and acknowledges that Customer is expressly prohibited from: (i) making available all or any portion of the Platform or Services to any other person, third party or entity, except as expressly permitted in this Agreement; (ii) creating derivative works from the Platform or Services; and (iii) using the Platform or Services in the provision of any services to third parties. Customer shall not distribute, disseminate, transfer, sub-license, rent, lend, transmit, sell, re-circulate, repackage, assign, lease, resell, publish, copy, translate, convert, decompile, reverse engineer, service bureau, external time sharing or similar arrangement alter, enhance, disassemble, modify, or change all or any portion of the Platform or the Services, including, without limitation, or make available to any other person or organization (including the Customer's present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use.
2. The Customer shall represent that it will not use or permit anyone else to use the Platform Services to create any securities products or indices based on the Services or any portion thereof.
3. Customer may not sell or publicly display or distribute any component of the Platform or Content or Services or otherwise use in a manner not expressly permitted in these Agreement without Licensor's prior written consent. To the extent Customer is expressly permitted to use Platform (or any portion thereof) in connection with one or more AIs, any such usage is restricted to internal purposes only and subject to restrictions no less protective as set out in this Agreement and applicable Order Form.
4. Customer will not in connection with Customer's use of the Platform and Services therein: (a) violate any applicable local, state, national or international law, statute, ordinance, rule or regulation, including without limitation those relating to competition, antitrust, economic sanctions, or export controls; (b) interfere with or disrupt the computer networks of Licensor or attempt to do so; (c) download, upload, post, transmit, publish, or distribute any material that infringes, violates, breaches or otherwise contravenes the rights of Licensor, Third Party Provider or any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (e) interfere with or disrupt the use of this Platform by any other customer or user or reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform, or any other customer of Licensor, including any Licensor account not owned by Customer; (f) probe, scan or test the vulnerability of the Platform or any network connected to the Platform or attempt to gain unauthorized entry or access to the computer systems of any other person or entity. The Customer represents that it will not use or permit anyone else to use the Platform to create any securities products or indices based on the Services or any portion thereof.
5. Customer may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform.

The ownership and intellectual property rights of the Platform including but not limited to all Services, Content, models, software, information, data, documentation, computer programs, systems, customizations, data sets, enhancements thereto, and the design, structure, selection, coordination, expression "look and feel" and arrangements and enhancements, modifications thereto shall be the sole and exclusive property of Licensor or its Third Party Provider as defined in this Agreement.

Customer agree not to modify, alter, remove, or deface any of the trademarks, service marks or other intellectual property made available by us in connection with the Platform or Services. Customer agree not to defame or disparage, Licensor trademarks or service marks, or any aspect of the Platform or Services. Customer shall not use any of Licensor or its Third-Party Provider's trademarks, trade names or service marks in any manner, and in no event in a manner accessible by or available to any third party. Customer acknowledge that Customer have no ownership or license rights in or to any of these names or marks Customer shall familiarize itself with copyright notices provided within the Platform.

Customer understand, acknowledge, and agree that the operation of certain features of the Platform may require or involve the provision, use, and dissemination of various items of personally identifiable information, including without limitation personal contact information. For information related to how Licensor processes personal information or uses cookies and similar technologies, please visit our https://www.marketsandmarkets.com/Privacy-12.html page.

Customer shall maintain adequate security precautions, consistent with the then current industry standards, including among other things, the use of a secure server and protective firewalls and passwords/user IDs, to prevent all unauthorized access to or distribution of the Services/Platform by or through the internet or any other means or channels. Except as expressly permitted in an Order Form, Customer shall not: (a) use the Platform/Services (or any portion thereof) as part of Customer's intranet or other internal network; or (b) create archival or derivative works based on the Platform/Services (or any portion thereof). Customer acknowledge that log-on access codes and passwords that are provided to Customer are for Customer's use only and may not be shared.

During the course of this Agreement, each party may have access to Confidential Information of the other party. The receiving party agrees to take all reasonable and necessary steps to protect and safeguard the confidentiality of the Confidential Information during the term and thereafter. Customer shall ensure for itself and that each of its authorised user shall (a) promptly purges and permanently deletes the data obtained from Services from its systems as specified under Section 10.4 of this Agreement and (b) provides all reasonable cooperation to Licensor and its Third Party Providers, upon request of either, in verifying that Customer's authorised users has complied with this Section (c) upon the Licensor's request, certify in writing that all such Confidential Information has been destroyed (d) protect, safeguard and use the Confidential Information only for the permitted use and adhere to usage restrictions provided under this Agreement.

"Confidential Information" is defined as: (a) documentation or other materials that are marked or not marked as confidential or proprietary (including this Agreement, and any amendments thereto), (b) information that is designated as confidential or proprietary at the time of disclosure; (c) all passwords/user IDs assigned to Customer by Licensor to access the licensed Services; (d) know-how, technology and business processes and systems, the composition, design and inner workings of the licensed Services, Platform, Content including applications and source codes, and (e) information that by its very nature, the receiving party knows or a reasonable person would consider to be confidential.

The platform, services, content and data provided to customer by licensor shall be on an "as is" basis. licensor, its information providers, and any other third party provider's involved in or related to the making or compiling of any of the data make no representations or warranties of any kind, either express or implied, with respect to the data (or the results to be obtained by the use thereof). without limiting the generality of the foregoing, licensor, its information providers and any other third party providers involved in or related to the making or compiling any of the data expressly disclaim any and all warranties of originality, accuracy, timeliness, completeness, non-infringement, merchantability and fitness for any particular purpose. customer assumes the entire risk of any use customer may make of the data. in no event shall licensor, its information providers or any third party providers involved in or related to the making or compiling of any of the data, be liable to the customer, or any other person, for any direct or indirect damages, including, without limitation, any lost profits, lost savings or other incidental or special or consequential damages arising out of this agreement or the inability of the customer to use the data, regardless of the form of action, even if licensor, any of its information providers, or any other third party provider involved in or related to the making or compiling of any of the data has been advised of or otherwise might have anticipated the possibility of such damages. in no event shall the maximum cumulative liability of the licensor and their third party providers in connection with the services and/or this agreement, regardless of the form(s) of action, whether in contract, tort, strict liability or otherwise, exceed the fees paid or payable by customer to licensor under the applicable order form for the service in question in the month such liability is alleged to have arisen except to the extent that such liability is related to or arises from (as it relates to both parties): (1) the liabilities for which licensor and customer, respectively, provide indemnification under sections 11 below or under the applicable order form: and (as it relates to customer only): (ii) claims arising from (a) a violation of any of licensor's and any of their third-party providers intellectual property, usage restrictions and database rights (including, but not limited to, trademarks and copyrights) and/or (b) use of the services beyond the scope of the license granted to customer hereunder and (iii) breach by customer of its payment obligations. exclusions. the limits on liability set out in this agreement will not apply in respect of liability of a party for: (a) damages related to death or personal injury resulting from willful misconduct or; (b) any damages or liability arising as a result of fraud or fraudulent misrepresentation of a party or (c) which cannot be excluded under applicable law. no action, regardless of form, arising from or pertaining to this agreement, any order form and/or the services may be brought by customer more than one (1) year after such action has accrued.

The Services (or any derivative thereof) are not investment advice and a reference to a particular investment or security, a credit rating or any observation concerning a security or investment provided in the Services is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions.

1. Fees: Customer shall pay the license fees set forth in applicable order form attached as Exhibit A to this Agreement ("Fees").
2. Payment Terms: Unless otherwise agreed under Order Form, Fees is due net 30 days from the date of invoice. Late payments shall accru
3. Taxes: Customer is responsible for all taxes, except taxes on Licensor's net income.
4. Refund: Fees is non-refundable.

1. Term: Please refer Order Form for contract duration.
2. Termination for Cause: Either party may terminate if the other materially breaches and fails to cure within 30 days after written notice.
3. Effect of Termination:

   Upon termination, Customer's access ends, and all unpaid Fees become immediately due. Sections 2, 3, 5, 6, 7, 8 and 11 survive.

4. Data and Platform Expungement: Upon any termination of any Order Party by either party, Customer shall (a) immediately cease all use of the Services and Platform (and any portion thereof) affected thereby; and (b) except as otherwise provided in an Order Form, promptly expunge (latest within 10 days) such Services and Platform, and any portion or copies thereof and any other information received in connection with the Services/Platform and any components or derivatives thereof or information relating thereto from all of Customer's electronic systems. At Licensor's request, Customer shall certify to Licensor in writing that Customer has fully complied with the foregoing expungement requirement.
5. Termination without reason: Licensor may terminate this Agreement or access to certain portion of services at any time with 30 days prior notice.
6. In addition to and in no way limiting any provision in this Agreement, if Licensor reasonably believes (and provides reasonable justification) that any of the portion of Platform is being improperly provided to, accessed by, or not securely being protected due to any negligent, reckless, purposeful or careless act or omission of Customer, its employees, contractors or agents, and such act or omission is causing or may cause injury or loss to Licensor, Licensor reserves the right to and may immediately cease providing access to the Platform.

Customer shall indemnify, defend and hold harmless Licensor and its affiliates, directors, officers, agents, employees, successors, assigns and all Third Party Provider's involved in or related to the making or compiling of the Service, Platform and/or Content, and each of their affiliates, directors, officers, agents, employees, members, partners, successors and assigns ("Licensor Indemnitees") from and against any and all losses, liabilities, damages, costs (including reasonable attorneys' fees) and expenses arising as a result of any claims, suits or proceedings (collectively, "Claims") brought by any third party against any Licensor Indemnitees arising from Customer's misuse of the Platform and/or Services.

If a third-party claim or litigation is made or brought against Customer alleging that Licensor's proprietary content in the Services as provided to Customer by Licensor infringes upon a copyright, database right, trademark or U.S. or UK patent (" Customer Infringement Claim"), Licensor shall indemnify, defend and hold harmless Customer , and its directors, officers, employees, contractors, successors and permitted assigns ("Customer Indemnitees") for any damages, liabilities and costs (including reasonable attorneys' fees) that are directly incurred by Customer Indemnitees as the result of such third-party claim or litigation, provided, however, that Customer Indemnitee's use of the Services is in compliance with the terms and conditions of this Agreement and the applicable Order Form. Licensor will have no liability under this Agreement or any Order Form for any Customer Infringement Claim to the extent arising from: (a) access, distribution or any use of the Services in breach of the Agreement or the applicable Order Form; (b) modification of the Services; (c) use of a version of the Services other than the then-current version; (d) compliance with protocols, designs, plans, or specifications furnished by or on behalf of the Customer or (e) any action against Customer asserting that the Services infringe any rights over a technology, method or invention that is in such widespread unlicensed or freely or openly licensed use by third-parties as to be reasonably considered a fundamental public domain element.

The Platform may contain links to third party websites, platforms, applications. These links are provided to Customer as a convenience, and Licensor or Third-Party Provider is not responsible for the content of any linked websites, platforms, applications. In addition, a link to any non-Licensor websites, platforms, applications does not imply that Licensor endorses or accepts any responsibility for the content or use of such a websites, platforms, applications. Third-Party Provider means a supplier of data, information, software, services or other items that are part of or otherwise used in connection with the Services. Third-Party Provider's includes but not limited to S&P and MSCI, Inc., For the purposes of this Agreement "S&P" means S&P Global Market Intelligence LLC, S&P Global Inc., or any of S&P Global Inc.'s subsidiaries.

Customer agree that Licensor may, in its sole discretion and without prior notice, terminate Customer's access to the Platform or certain Services and/or block Customer's future access to the Platform or certain Services, if Licensor determines that Customer have violated terms of Agreement or other agreements or guidelines which may be associated with Customer's use of the Platform. Customer also agree that any violation by Customer of terms of this Agreement will constitute an unlawful and unfair business practice, and will cause irreparable harm to Licensor, for which monetary damages would be inadequate, and Customer consent to Licensor obtaining any injunctive or equitable relief that Licensor deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Licensor may have at law or in equity. Customer acknowledges that Licensor's Third Party Provider's may enforce its rights against the Customer, its subscriber as the third-party beneficiary of this Agreement, even though Third Party Provider is not a direct party to Agreement.

There is no joint venture, partnership, agency or fiduciary relationship existing between Customer and Licensor, and the parties do not intend to create any such relationship by this Agreement.

If any provision in or any part of this Agreement shall be found to be illegal or unenforceable under any enactment or rule of law then that provision or part shall to that extent be deemed not to form part of this Agreement and the remaining provisions shall continue in full force and effect.

These Agreement shall be governed by and construed in accordance with laws of India, without giving effect to its conflicts of law principles. Any dispute arising out of or in connection with Agreement this Agreement shall be subject to the exclusive jurisdiction of courts located in Pune District, Maharashtra, INDIA. Each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to the laying of venue in such courts.

Licensor reserves the right to modify or amend this Agreement at any time by giving prior notice.

1. Assignment: Neither party may assign without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
2. Notices: All notices must be in writing and sent to the addresses mentioned in the preamble .
3. Entire Agreement: This Agreement together with Terms of Use displayed on Platform and any acceptance terms to access the Platform constitutes the entire agreement and supersedes all prior understandings.