UCO Corporate Mbanking

Terms and Conditions

1. Introduction to UCO Corporate MBanking app

Corporate mBanking is a subset of business banking that involves a range of banking services that are offered only to corporate customers It is a convenient menu-driven application where you can view account related information, transfer funds etc. UCO Corporate mBanking features reflect our on-going commitment to offering the latest banking services to our corporate customers. With UCO Corporate mBanking app, you have access to all the online banking features you expect and many more, including increased online security with two factor authentication system and device binding.

Salient Feature

1. My Accounts

• List of all linked account to customer ID
• Balance Inquiry
• Mini Account Statement
• Transaction History
• Spend Analyzer
• Passbook

2. Fund Transfer

• Fund Transfer within Bank.
• Fund Transfer outside Bank through NEFT/RTGS.
• Fund Transfer outside Bank through IMPS.
• Beneficiary Management
• Repeat transaction
• Schedule transaction
• My favorite

3. Cheque Book Services

• Cheque book request
• Cheque stop
• Cheque revoke
• Cheque status
• Central Positive Pay

4. General Services

• Request call back services
• Seek Feedback/Service request

5. Insurance Services

• Life insurance
• Health insurance
• Personal accident insurance
• Long Term Housing insurance
• Motor Insurance
• Travel Insurance

Terms and Conditions for UCO Corporate Mobile Banking Service

3.1 Definitions
The following words and expressions shall have the corresponding meanings wherever appropriate:

• ‘Account', shall mean an account with the Bank in which a request for availing the Mobile Banking Plus Service has been registered or re-registered with the Bank,
• Registered users mean all the existing registered users of UCO Corporate MBanking app who has authority to transact on behalf of the corporate account and new users registered for UCO Corporate mBanking app.
• Customer' means the holder of an Account in UCO BANK
• MPIN' shall mean the Personal Identification Number (Login password) for the Corporate Mobile Banking Service.
• TPIN' shall mean the Personal Identification Number (Transaction password) for the Corporate Mobile Banking Service.
• OTP means one time password which is delivered to customer’s registered mobile no as and when required for financial and non-financial transaction, and have validity for limited time.
• SIM : Subscriber Identity Module Card
• Device binding means binding a mobile device which will allow users to transact on trusted device without repetitive authentications and limited authorization. Here trusted device means the device used by the account holder to register UCO Corporate mobile banking app.
• Finger print means the finger that is registered through mobile in the app.
• UCO Secure mean features that is used to block defined ADC services of the customer.
• Bank' shall mean UCO Bank or any successor or assign of it.

3.2 Applicability of Terms and Conditions

• Facility' shall mean UCO Corporate Mobile Banking facility provided to the Customer  including IMPS.
• Mobile phone means the handset and SIM card along with the accessories and necessary software for GSM phones and handsets and software for CDMA phones, which is owned by the mobile subscriber.
• Mobile phone number shall mean the mobile number that has been used by the customer to register for the facility.
• Application' shall mean the Bank's Mobile Banking application which will be downloaded onto the mobile phone of the Customer through authentic source.
• UCO Corporate mBanking i.e. Mobile Banking Services means the services or facilities granted by the bank to access information relating to the current and cash credit or any such eligible account of the customer and usage of products and/or services as may be made available on mobile phone by the bank from time to time.
• IMPS means Immediate Payment service offered by the bank to its customers who are eligible for Corporate Mobile Banking Services offered by the bank and who are agreeable to the terms and conditions of mobile banking set out herein.
• BBPS(Bharat Bill Payment System) services mean an integrate bill payment system in India offering interoperable and accessible bill payment service to customers through a network of agents of registered members as Agent Institutions.
• Corporate mBanking user will be solely responsible for blocking/unblocking transactions though UCO Secure app or any other channel provided by the bank for such services.
• If for some technical error, immediate blocking is not possible, Bank will not be responsible for any financial/non-financial risk/loss happening thereafter.
• WAP means Wireless Application Protocol.
• Bank's website means www.ucobank.com
• SMS Banking means a service that allows Customers to access their account information via Mobile phone using SMS messaging.
• No customer is entitled to use the UCO Corporate Mobile Banking service without understanding and agreeing to the terms and conditions for Mobile Banking service, the customer hereby agrees and consent to these terms and conditions, which form the contract between the customer and Bank. UCO Corporate Mobile Banking service shall be governed by such terms and conditions as amended by the Bank from time to time. These terms and conditions shall be in addition to and not in derogation of other terms and conditions relating to current account or cash credit account of the Customer and/or the respective product or the service provided by the Bank unless otherwise specially stated.

3.3 General Business Rules Governing UCO Corporate Mobile Banking Service
The following Business rules will apply to the Corporate MBanking Services:

Business Rules:

• 1. Eligibility Criteria

Following are the eligibility criteria for registration for UCO Corporate mBanking:

• Account type should be Current Account or Cash Credit Account.
• All the users in any corporate account should have different mobile numbers. Same mobile number for more than one Cust id linked in that account will not be allowed.
• Relation type for user is allowed as M-Main, A-Authorized Signatory, J-Joint holder

• 2. Accounts having following Mode of Operation will be allowed

SL	Description	CBS Code
1.	BOTH JOINTLY OR SURVIVOR	923
2.	ANY ONE OR SURVIVORS OR SURVIVOR	907,11
3.	ANY TWO JOINTLY OR SURVIVORS OR SURVIVOR	908
4.	ANY THREE JOINTLY OR SURVIVORS OR SURVIVOR	909
5.	ALL JOINTLY OR SURVIVORS OR SURVIVOR	910
6.	PROPRIETER	29
7.	ANY PARTNER	31
8.	ANY TWO PARTNERS	911
9.	ANY THREE PARTNERS	912
10.	ALL PARTNERS JOINTLY	913
11.	ANY DIRECTOR PVT	39
12.	ANY TWO DIRECTORS	914
13.	ANY THREE DIRECTOTS	915
14.	ANY TWO TRUSTEES	916
15.	ANY THREE TRUSTEES	917
16.	MANAGING DIRECTOR	55
17.	AUTHORISED SIGNATORY	73
18.	PRESIDENT AND SECRETARY JOINTLY	918
19.	CHAIRMAN OR VICE-CHAIRMAN AND SECRETARY	919
20.	PRESIDENT AND TREASURER JOINTLY	920
21.	SECRETARY AND TREASURER JOINTLY	921
22.	ANY TWO OF PRESIDENT, SECRETARY AND TREASURER	922
23.	CHAIRMAN/VICE-CHAIRMAN/SECRETARY ANY TWO	901
24.	MANAGING DIRECTOR/DIRECTOR/SECRETARY ANY TWO	902
25.	PRESIDENT/SECRETARY/TREASURER ANY TWO	903
26.	FIRST TWO JOINTLY	904
27.	FIRST THREE JOINTLY	905
28.	1,2,3 AND ANY ONE OF THE OTHER JOINTLY	906
29.	DIR-1 SINGLY OR JOINTLY BY DIR-2 WITH AUTH OPRTOR	924
30.	PRESIDENT AND ANY ONE OF SECRETARY OR TREASURER	925
31.	SECRETARY AND ANY ONE OF PRESIDENT OR TREASURER	926
32.	PRINCIPAL	927
33.	CHAIRMAN OR MD-SINGLY OR ANY TWO OPERATIORS JOINTLY	928
34.	COURT APPOINTED RECEIVER & COURT RECV CO-OPTED MEM	929
35.	MANAGER AND ACCOUNTANT	930
36.	MANAGING PARTNER AND PARTNER	931
37.	MANAGING PARTNER	932

 

• 3. Transaction Limit through UCO Corporate mBanking app: -

 

 

Note: These figures are only indicative and may undergo change if deemed necessary by the Bank or NPCI (IMPS transaction)

IMPS TRASACTION CHRARGES

Sl No	Fund Transfer Amount	Service Charges
1	Upto Rs. 1,000/-	NIL
2.	Rs. 1,001 to Rs. 10,000/-	Rs. 2.55 + applicable taxes
3.	Rs. 10,001 – Rs. 1,00,000/-	Rs. 5.09 + applicable taxes
4.	Rs. 1,00,001- Rs. 2,00,000/-	Rs. 14.41+ applicable taxes

• Entering the wrong MPIN/OTP/TPIN thrice will block the Corporate mBanking services of the Account
• Any change in the business rules of any of the processes will be notified on Bank's website www.ucobank.com, which will be construed as sufficient notice to the Customer.
• The Customers are bound to advise the Bank separately, of any change in the mode of operation in an Account so that necessary changes should be carried out in Corporate Mobile Banking Services.
• The Bank may suspend the Facility, if the same has not been accessed by the Customer for three months or more. If the Facility has not been accessed for six months or more, the same may be cancelled or if any suspicious activity is observed in the account.
• The Customer can request for termination of the Facility by using deregister option by visiting the branch. The Customer shall remain accountable for all the transactions on the designated account made prior to confirmation of any such cancellation request by the Bank. It shall be the Bank's endeavour to give a reasonable notice for withdrawal or termination of the facility, but the Bank may at its discretion withdraw temporarily or terminate the facility, either wholly or partially, anytime without giving prior notice to the Customer. The facility may be suspended for any maintenance or repair work for any breakdown in the Hardware/ Software of Corporate Mbanking Services, any emergency or security reasons without prior notice and the bank shall not be responsible if such an action has to be taken for reasons of security or emergency.
• The final discretion to offer this Mobile Banking Services to a customer rest with the Bank and if the bank decides, may withdraw such a facility any time without notice and without giving any reasons.
• Offering IMPS to its customers is the sole discretion of the bank, customer to whom IMPS service is provided by the bank or any means/method of fund transfer as decided by the RBI/NPCI or the bank. If the bank decides, may withdraw such a facility any time without notice and without giving any reasons, cost & compensation thereof.
• The services offered under the Facility will be automatically terminated if the registered account for Corporate mBanking is closed. The Bank may also terminate or suspend the services under the Facility without prior notice if the Customer has violated the terms and conditions laid down by the Bank or on the death of the Customer when brought to the notice of the Bank.
• If any changes in account happens in CBS viz Mobile number change, mode of operation change, user authority/relation type change then the customer will be debarred from login. In such case Corporate mBanking must deregister for the account.

3.4 Usage of Facility
By accepting the terms and conditions on the mobile phone while registering for the facility, the Customer:

• Agrees to use the Corporate Mobile Banking for financial and non-financial transactions offered by the Bank from time to time.
• User registered for the Corporate mBanking on behalf of the Firm, has authority as per role provided. The user will be beneficiary and responsible for the services availed for the registered account.
• Also irrevocably authorizes the Bank to debit the Accounts which have been enabled for Corporate mBanking for all transactions/services undertaken by using MPIN/TPIN.
• Authorizes the Bank to map the account number and Mobile Phone Number for the smooth operation of Corporate Mobile Banking Service offered by Bank and to preserve the mapping record in its own server or server of any other third party and to use such data at its discretion for providing/enhancing further banking/ technology products that it may offer.
• Agrees that the transactions originated using the mobile phones are non-retractable as these are instantaneous/real time.
• Understands and explicitly agrees that Bank has the absolute and unfettered right to revise the prescribed ceilings from time to time which will be binding upon him/her.
• Agrees to use the facility properly and validly registered in his/her name only with the Mobile Service Provider and undertakes to use the Facility only through Mobile Phone Number which has been used to register for the Facility.
• Agrees that he/ she is aware and accepts that Corporate mBanking services offered by the Bank will enable him/her to transact using MPIN within the limit prescribed by the Bank and will be deemed as confide transaction.
• Agrees that the transactions originated using the mobile phones are non-retractable as these are instantaneous/real time.
• Accepts that any valid blocking/unblocking originating from the app (registered mobile phone number) shall be assumed to have been initiated by the UCO SECURE user and any blocking/unblocking authorized by the MPIN/LOGIN PIN is duly and legally authorized by the UCO SECURE user.
• Agrees that the blocking/unblocking originated using the mobile phones are non-retractable as these are instantaneous/real time.
• Understands and explicitly agrees that Bank has the absolute and unfettered right to revise the prescribed ceilings from time to time which will be binding upon him/her.
• Agrees that while the Information Technology Act,2000 prescribes that a subscriber can authenticate an electronic record by affixing his digital signature which has been given legal recognition under the Act, the Bank is authenticating the Customer by using Mobile Number, MPIN/TPIN or any other method decided at the discretion of the Bank which may not be recognized under the IT Act, 2000 for authentication of electronic records and this is acceptable and binding to the Customer and hence the Customer is solely responsible for maintenance of the secrecy and confidentiality of the MPIN/TPIN without any liability to the Bank.

3.5 Others

• The Customer shall be required to acquaint himself/herself with the process for using the facility and that he/she shall be responsible for any error made while using the Facility.
• The Bank reserves the right to decide what services may be offered. Additions/ deletions to the services offered under the facility are at its sole discretion of the Bank.
• The instructions of the Customer shall be effected only after authentication under his/her CORPORATE ID, USER ID and MPIN or through any other mode of verification as stipulated at the discretion of the Bank.
• While it shall be the endeavour of the Bank to carry out the instructions received from the Customers promptly, it shall not be responsible for the delay/failure in carrying out the instructions due to any reasons whatsoever including failure of operational system or due to any requirement of law. The Customer expressly authorizes the Bank to access his/her account information required for offering the services under the facility and also to share the information regarding his/ her accounts with the service provider/ third party as may be required to provide the services under the Facility.
• The transactional details will be recorded by the Bank and these records will be regarded as conclusive proof of the authenticity and accuracy of transactions.
• The Customer understands that the Bank may send "rejection" or "cannot process" the request messages for the service request(s) sent by the Customer which could not be executed for any reason whatsoever.
• The Bank shall make all reasonable efforts to ensure that the Customer information is kept confidential but shall not be responsible for any inadvertent divulgence or leakage of confidential Customer information for reasons beyond its control or by action of any third party.
• The blocking/unblocking details will be recorded by the Bank and these records will be regarded as conclusive proof of the authenticity and accuracy of blocking/unblocking request.
• The Customer expressly authorizes the Bank to carry out all requests/ transactions purporting to have been received from his/ her mobile phone and authenticated with his / her MPIN/TPIN. In the case of payment facilities like fund transfer, mobile top up etc. The customer shall be deemed to have expressly authorized the Bank to make the payment when a request is received from him / her.
• It is the responsibility of the Customer to advise the Bank of any change in his mobile number or loss / theft of mobile phone by adopting the procedure laid down by the Bank for the purpose.
• The Telecom Service provider of the customer may levy charges for each SMS / dial / GPRS and the Bank is not liable for any dispute that will arise between such telecom service provider and the Customer.

3.6 Fee structure for the Facility
The Bank reserves the right to charge the Customer a fee for the use of the services provided under the Facility and change the fee structure at its discretion. Display of such charges on Bank's websites would serve as sufficient notice and the same is binding on the customer.
3.7 Accuracy of Information

• It is the responsibility of the Customer to provide correct information to the Bank through the use of the Facility or any other method. In case of any discrepancy in this information, the Customer understands that the Bank will not be in any way responsible for action taken based on the information. The Bank will endeavour to correct the error promptly wherever possible on a best effort basis, if the customer reports such error in information.
• The Customer understands that the Bank will try, to the best of its ability and effort, to provide accurate information and shall not hold the Bank responsible for any errors or omissions that will occur due to reasons beyond the control of the Bank.
• The Customer accepts that the Bank shall not be responsible for any errors which will occur in spite of the steps taken by the Bank to ensure the accuracy of the information and shall not have any claim against the Bank in an event of any loss / damage suffered as a consequence of an information provided by the Bank found to be not correct.

3.8 Responsibilities and obligations of the Customer

• The Customer will be responsible for all transactions, including, unauthorized/ erroneous / wrong / incorrect / mistaken / false transactions made through the use of his / her mobile phone, SIM card and MPIN/TPIN, regardless of whether such transactions are in fact entered into or authorized by him/her. The Customer will be responsible for the loss/damage, if any suffered in respect of all such transactions.
• The Customer shall take all possible steps to ensure that the Application and his/her mobile phone are not shared with anyone and shall take immediate action to de-register from Corporate Mbanking Services as per procedure laid down in case of misuse/ theft/loss of the mobile phone or SIM card.
• Due to SIM binding the app will open in the same device in which registered SIM is attached. If the registered SIM is not in the mobile the app will not open. The app will force the customer to send SMS from the registered SIM and the user will send the coded SMS from the registered mobile no only.
• The Customer will use the services offered under the Facility using the MPIN in accordance with the procedure as laid down by the Bank from time to time, including the terms and conditions contained herein.
• The Customer shall keep the application password and MPIN/TPIN confidential and will not disclose these to any other person or will not record them in a way that would compromise the confidentiality of the same or the security of the service.
• It will be the responsibility of the Customer to notify the Bank immediately if he/ she suspect the misuse of the MPIN/TPIN. He will also immediately initiate the necessary steps to change his MPIN/TPIN.
• If the mobile phone or SIM is lost, the user must immediately take action to de-register from Corporate Mbanking at any UCO BANK branch.

The Customer accepts that any valid transaction originating from the registered mobile phone number shall be assumed to have been initiated by the Customer

• and any transaction authorized by the MPIN/TPIN is duly and legally authorized by the Customer.
• The Customer shall keep himself/herself updated with regard to any information/ modification relating to the services offered under the Facility which would be publicized on the Bank's websites and at the branches and would be responsible for taking note of / compliance of such information/ modifications in making use of the Facility.
• The Customer shall be liable for all loss or breach of the Terms and Conditions contained herein or contributed or caused the loss by negligent actions or a failure to advise the Bank within a reasonable time about any unauthorized access in the account.
• The Customer shall be liable and responsible for all legal compliance and adherence of all commercial terms and conditions in respect of the mobile connection/SIM card/mobile phone through which the facility is availed and the Bank does not accept/ acknowledge any responsibility in this regard.
• It is the responsibility of the Customer to notify the Bank, about any change in mode of operation, through a separate communication, making a specific reference to the Corporate Mbanking services availed. It is also the responsibility of the Customer to notify the Bank, any other change in the operation of the account which will otherwise make the account ineligible for the Corporate Mbanking Services. Any failure on the part of the Customer to advise the Bank separately shall continue to bind all the account holders, jointly and severally for the transactions through this Facility.

3.9 Disclaimer
A.   The Bank, when acting in good faith, shall be absolved of any liability in case:

• The Bank is unable to receive or execute any of the requests from the Customer or there is loss of information during processing or transmission or any unauthorized access by any other person or breach of confidentiality or due to reasons beyond the control of the Bank.
• There is any kind of loss, direct or indirect, incurred by the Customer or any other person due to any failure or lapse in the Facility which are beyond the control of the Bank.
• There is any failure or delay in transmitting of information or there is any error or inaccuracy of information or any other consequence arising from any cause beyond the control of the Bank which may include technology failure, mechanical breakdown, power disruption, etc.
• There is any lapse or failure on the part of the service providers or any third party affecting the said Facility and that the
• Bank makes no warranty as to the quality of the service provided by any such provider.

B. The Bank, its employees, agent or contractors, shall not be liable for and in respect of any loss or damage whether direct, indirect or consequential, including but not limited to loss of revenue, profit, business, contracts, anticipated savings or goodwill, loss of use or value of any equipment including software, whether foreseeable or not, suffered by the Customer or any person howsoever arising from or relating to any delay, interruption, suspension, resolution or error of the Bank in receiving and processing the request and in formulating and returning responses or any failure, delay, interruption, suspension, restriction, or error in transmission of any information or message to and from the telecommunication equipment of the Customer and the network of any service provider and the Bank's system or any breakdown, interruption, suspension or failure of the telecommunication equipment of the Customer, the Bank's system or the network of any service provider and/or any third party who provides such services as is necessary to provide the Facility.

C. The Bank will not be responsible if the Application is not compatible with/ does not work on the mobile handset of the Customer.

3.10 Indemnity
In consideration of the Bank providing the Facility, the Customer agrees to indemnify and hold the Bank harmless against all actions, claims, demands proceedings, loss, damages, costs, charges and expenses which the Bank may at any time incur, sustain, suffer or be put to as a consequence of or arising out of or in connection with any services provided to the Customer pursuant hereto. The Customer shall indemnify the Bank for unauthorized access by any third party to any information/instructions/triggers given by the Customer or breach of confidentiality.

3.11 Confidentiality and Disclosure:
To the extent permitted by the Applicable Laws, the Bank shall be entitled to transfer any information relating to the Customer and / or any other information given by the Customer for utilization of the Corporate Mobile Banking Service to and between its branches, subsidiaries, representative offices, affiliates, representatives, auditors and agents of the Bank, intermediaries and third parties selected by the Bank, wherever situated, for confidential use on a need to know basis and in connection with the Mobile Banking service.

The Customer agrees and provides his/her express consent that the Bank may disclose any information whatsoever regarding him/her and /or his /her account(s) to:

• Any person or organization providing any services to its customers, whether within or outside India for the purpose of providing the services including but not limited to investigating discrepancies, errors, or claims.
• Under operation of the Applicable Laws
• Banks, financial institutions, or credit reference agents for the purpose of assessing the Creditworthiness or otherwise; and
• Any person (whether or not related to the Bank) for purpose of that person or entity marketing any product or services to the customer, whether by electronic means or otherwise.

To the extent not prohibited by applicable law, the Bank shall be entitled to transfer any information relating to the Customer and/or any other information given by the Customer for utilization of the Mobile Banking Service or Service to and between its branches, subsidiaries, representative offices, affiliates, representatives, auditors and third parties selected by the Bank, wherever situated, for confidential use in and in connection with the Mobile Banking Service or Services.  Further, the Bank shall be entitled at any time to disclose to any other bank/association/financial institution or any other body. This clause will survive the termination/usage of the Mobile Banking Service or Service.       

3.12 Governing Law & Jurisdictions:
The facility and terms and conditions of the same are governed by the applicable laws in India.
Any dispute or claim pertains to the Facility and/or the terms and conditions herein are subject to the exclusive jurisdiction of competent courts/tribunals/forums in Kolkata and the customer agrees to such exclusive jurisdiction in Kolkata.

Annexure A
END USER LICENSE AGREEMENT

This is a legal agreement between UCO Bank. ("Licensor") and you, the person accessing or receiving the Software (defined below) or the organization or entity that has authorized you to access or receiving the Software for its benefit (in either case, "you" or "your"). Licensor provides mobile software applications obtainable from authorized agents or downloadable from mobile application stores. BY CLICKING YOUR ACCEPTANCE OF THIS END USER LICENSE AGREEMENT ("EULA"), OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT (I) YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS EULA, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM AND (II) YOU AND ANY ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS EULA AND RECEIVING THE SOFTWARE, ACCEPT THIS EULA. If you do not agree to the terms of this EULA, you may not download, install or use the Software.
"Software" means all computer code (whether in binary or source code format) and programs delivered to you and the content therein; including the associated documentation ("Documentation") and application program interfaces (if any), and any patches, updates, upgrades, improvements, enhancements, fixes and revised versions of any of the foregoing that may be provided to you from time to time hereunder, any derivative works of any of the foregoing, and any combination of the foregoing.

1.   GRANT OF SOFTWARE LICENSE. Subject to the terms and conditions of this EULA, Licensor grants to you a non-exclusive, non-transferable license ("License") to download a single copy of the Software on a device owned or controlled by you in support of and use of the Software for, as applicable, your personal use or your employer's internal operations, solely in connection with your access to and use of the Licensor-authorized financial and payment products and services enabled by the Software (collectively, "Services"). If you are an authorized agent of a financial institution under a written agreement ("Agent Agreement") expressly allowing you to distribute the Software to consumers in accordance with the Agent Agreement, then, subject to the terms and conditions of this EULA and the Agent Agreement, Licensor also grants to you a nonexclusive, non-transferable license to make single copies of the Software onto the personal device of each customer of yours who is a consumer using the Services and who is a resident of your country.

2.   RESTRICTIONS ON USE. As between the parties, Licensor retains sole and exclusive title to and ownership of the Software and all proprietary rights with respect to (a) the Software and all copies thereof; (b) any Documentation and any copies thereof; and (c) all intellectual property rights embodied within the foregoing (a)-(b). This license does not constitute a sale of the Software or any portion or copy of it, and you acknowledge that you are receiving LICENSED RIGHTS ONLY. You shall not directly or indirectly: (i) except as expressly permitted in Section 1, sublicense, sell, rent, lease, distribute, redistribute or transfer any of the Software or any rights in any of the Software, (ii) modify, translate, reverse engineer, decompile, disassemble, attempt to discover the source code for the Software, or request or authorize any third party to do the same, (iii) use any Software in an application service provider (ASP), software-as-a-service (SAAS) or outsourcing relationship, or in any way other than in its intended manner, (iv) remove any proprietary notice, labels, or marks on or in Software, or (v) disable or circumvent any access control or related device, process or procedure established with respect to the Software. You are responsible for all use of the Software and for compliance with this EULA; any breach by you or any of your users' use of the Software shall be deemed to have been a breach by you. Licensor reserves all rights not expressly granted; no right or license is granted hereunder, express or implied or by way of estoppel, to any intellectual property rights other than as expressly set forth herein.

3.   TERM AND TERMINATION. The term of this EULA shall continue until it is terminated. Licensor may terminate this EULA immediately if you breach this EULA. This EULA shall terminate automatically without notice from Licensor if you fail to comply with any provisions contained herein. Immediately upon any termination of this EULA, you shall un-install and cease use of the Software and delete any copies, or portions thereof, in your possession. All rights and remedies afforded Licensor by law shall be cumulative and not exclusive.

4.   DISCLAIMER. LICENSOR MAKES NO WARRANTY REGARDING THE SOFTWARE OR ITS DOCUMENTATION, AND MAKES THE SOFTWARE AND DOCUMENTATION AVAILABLE TO YOU "AS IS" AND WITHOUT WARRANTY, AND LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. NO WARRANTY IS MADE THAT THE SOFTWARE WILL OPERATE IN AN ERROR FREE, UNINTERRUPTED OR SECURE MANNER OR IN COMBINATION WITH THIRD PARTY HARDWARE OR SOFTWARE PRODUCTS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON.

5.   INDEMNIFICATION. You shall indemnify and hold harmless Licensor, its licensors, the Service provider and their respective affiliates, against any and all third party claims arising from or related to your use or misuse of the Software or your breach of this EULA, and you shall pay all costs, losses, damages, and attorneys' fees that a court or arbitrator finally awards, and all associated settlements. You will, if instructed by Licensor in writing, defend such third party claims at your own expense.

6.   LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR'S TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS EULA AND/OR THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, AND OTHER CONTRACT OR TORT CLAIMS), EXCEED THE AMOUNT OF YOUR DIRECT DAMAGES ACTUALLY INCURRED.

7.   INFRINGEMENT. If Licensor believes that use of the Software may be enjoined, then Licensor may, with or without notice and at its expense, modify the Software, replace the Software, or terminate this EULA, and you will cooperate in any such effort.

8.   EXCLUSION OF DAMAGES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE HEREUNDER FOR ANY OF THE FOLLOWING: (I) THIRD PARTY CLAIMS, (II) LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA AND/OR (III) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES (INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOST SAVINGS AND DAMAGE TO ANY DATA OR SYSTEMS); EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITS ON LIABILITY SET FORTH IN PARAGRAPHS 6 AND 7 AND THE OTHER PROVISIONS IN THIS EULA REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES. THIS PARAGRAPH IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

9.   COMPLIANCE WITH LAWS. The Software is provided solely for lawful purposes and use. Licensor makes no representation that the software is appropriate or compliant for use in your country of use. You shall be solely responsible for, and agree to comply with, all applicable laws, statutes, ordinances, and other governmental authority, however designated, with respect to your use of and access to the Software. You may not download, use or export the Software in or to a national or resident of any country other than your own, or to anyone embargoed or sanctioned in India. Treasury Department's list of Specially Designated Nationals, the INDIA Commerce Department's list Table of Denial Orders, or any similar regulation whether in force now or subsequently. You agree to comply with all applicable export and re-export control laws and regulations in regard to products (including computer and mobile phone hardware, software, deliverables, technical data, source code, or any other technology, equipment, and/or derivatives of such hardware, software, deliverables, technical data, source code, equipment, or any other technology) received from us. You will reasonably cooperate with Licensor and will provide Licensor promptly upon request any certificates or documents as are reasonably requested to obtain approvals, consents, licenses and/or permits required for any payment or any export or import of products or services under this EULA, at Licensor's expense.

10.   RIGHT TO EQUITABLE RELIEF: Licensor may seek immediate injunctive relief in the event of a breach or threatened breach of this Agreement by you. You agree that money damages would be an inadequate remedy for Licensor in the event of a breach by you of the provisions set forth in this EULA.

11.   CHOICE OF LAWS: This agreement shall be interpreted under the laws of India. Any litigation under this agreement shall be resolved in the federal or state courts located in Kolkata, India.

12.   MISCELLANEOUS. This EULA shall be binding and shall inure to the benefit of the parties and their respective successors and permitted assigns. This EULA may not be assigned by you. Any attempted assignment in violation of the foregoing shall be null and void. Licensor may assign, delegate and/or subcontract any or all of its rights or obligations hereunder. Except as explicitly stated otherwise or required by law, you shall provide any notices to Licensor by commercial courier service or by certified international mail, postage prepaid and return receipt requested, to India, Attention: Legal Department and notices shall be deemed delivered when received. Licensor shall provide any notices to you at the email address that you provide to Licensor, and such notice shall be deemed delivered twenty-four (24) hours after the email is sent, unless Licensor receives notice that the address is invalid or the email has otherwise failed to reach the destination email address within such period, in which case Licensor shall use commercially reasonable efforts to send you notice by mail. Licensor may seek injunctive or other equitable relief, wherever it deems appropriate, to protect or enforce Licensor's rights under this EULA. If any part of this EULA shall be held to be void or unenforceable by a court of competent jurisdiction, such part will be treated as severable, leaving valid the remainder of this EULA notwithstanding the part or parts found to be void or unenforceable. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, and any such waiver shallonly be applicable to the specific instance referenced in such writing. This EULA may be amended only by a writing executed by each of the parties hereto. The headings in this EULA are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Paragraphs 3-10, inclusive, shall survive the termination or expiration of this EULA for any reason. If you are not sure whether you understand all parts of this License or if you are not sure whether you can comply with all Terms and Conditions of this License, you must not download, install or use the Software or any portions of it.