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END USER LICENSING AGREEMENT

ACCEPTANCE

You agree to accept and bound by the terms & conditions of this Agreement by opting any of the

following options:

a) clicking the “Accept” button;

b) downloading the product/application;

c) installing the product/application;

d) using the application;

e) copying the product;

f) opening the package;

g) any other act which would be considered as usage of the Product/Application.

If you are agree with all the terms & conditions of this Agreement then click

“Accept”/download/copy/install/use/open the Product/Application. Else, if you do not agree to

any/all of the terms & conditions of this Agreement, kindly click “decline” button/ do not

download/copy/install/use/open the Product/Application or do not conduct any such act which

will amounts to be considered as usage of the Product/Application. By downloading, installing,

copying, accessing or using the Product/Application, You agree to this Agreement and in the

event You are accepting this Agreement on behalf of another person or other legal entity, You

represent and warrant that You have full authority to bind that person or legal entity to this

Agreement.

DEFINITIONS

1.1 “Agreement” means this End User License Agreement and includes the recitals, schedules,

annexure or exhibits annexed.

1.2 “Application/Product” means an online product which can be accessed by a user at

myinsights.in.pearson.com. The user will be given access code which will be used to create a

learner’s level of knowledge to bring them to where they need to be

1.3 “Company” means Pearson India Education Services Pvt. Ltd., a company incorporated under

the Companies Act, 1956 (CIN - U72200TN2005PTC057128), having its registered office at 4th

fFloor, Software Block, Elnet Software City, TS-140, Block

2 & 9, Rajiv Gandhi Salai,

Taramani, Chennai- 600113 Tamil Nadu, India and corporate office at 15th floor, Tower B,

‘World Trade Tower’, Plot No. 1, Block C, Sector 16, Noida.

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1.4 “Confidential Information” means and includes any information disclosed by one Party to the

other that is written, graphic, machine readable or other tangible form irrespective of whether the

same is marked “confidential”, “proprietary” or in some other manner to indicate its confidential

nature.

Notwithstanding the foregoing, the term Confidential Information does not include information

that is:

a) Becomes known to the receiving Party, without restriction, from a source other than the

disclosing Party without breach by the receiving Party or otherwise in violation of the

disclosing Party’s rights;

b) Disclosed under operation of law, except that the receiving Party will disclose only such

information as is legally required and will use reasonable efforts to obtain confidential

treatment for any Confidential Information that is so disclosed.

c) Independently developed by the receiving Party without any use of the Confidential

Information and by the employees or other agents of the receiving Party who have not been

exposed to the Confidential Information, provided that the receiving Party can demonstrate

such independent development with adequate evidence;

d) Known publicly at the time it was disclosed or becomes publicly known through no fault or

action of the receiving Party or any breach of any confidentiality obligation;

e) Known to the receiving Party, without restriction, at the time of disclosure, provided the

receiving Party can demonstrate such prior knowledge with adequate evidence;

Confidential Information shall also include; (i) Proprietary Information and (ii) Intellectual

Property provided by one Party to the other for performance of the obligations under this

Agreement.

1.5

“End User or You” mean person using the Product/Application for the permitted use hereunder

1.6

“Force Majeure Event” in respect of a Party here to shall mean any event or circumstance or

combination of events and circumstances that prevents performance by a Party of its obligations

under this Agreement, but only if and to the extent that such events or circumstances are not

within the control and not due to fault or negligence of a Party (“Affected Party”) and could not

have been prevented, avoided or overcome even if the Affected Party had taken reasonable care

and shall include, without limitation, acts of God, government or military expropriation, acts of

the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, exclusions,

earthquakes, floods, the elements, strikes, labour disputes, shortages of labour or transportation

or any causes beyond the reasonable control of such Party.

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1.7

“Governmental Authority” shall mean and include the Government of India, any

governmental, semi-governmental, administrative, fiscal, judicial, or quasi-judicial body, board,

department, commission, authority, instrumentality, tribunal, court, agency or other authority

exercising powers conferred by Laws.

1.8

“Intellectual Property” means all patents, copyrights, inventions, trade and service marks,

brand names, software and any other intellectual properties owned by, used by, permitted to be

used by or licensed by or to the Company in the course of provision of the services.

1.9

“Law” means all applicable national, foreign, provincial, local or other law including all

applicable provisions of all: (a) laws (including common law), bye-laws, statutes, acts of state

legislature or parliament, rules, regulations, ordinances, notifications, constitutions, decrees,

treaties, codes, enactments, guidelines, policies, circulars, notices, directions, directives or orders

of any Governmental Authority, statutory authority, court, tribunal having jurisdiction over the

parties; (b) administrative interpretation, directors, directives, injunctions, judgements, decrees,

arbitral award, orders or other requirements or official directive of any Governmental Authority

or person acting under the authority of any Governmental Authority and / or of any statutory

authority, court, tribunal having jurisdiction over the Parties;

conventions and protocols; as may be in force from time to time..

1.10 “Term” shall mean the period for the license shall be valid and the End User shall be able to

access the Product/Application.

2. GRANTING OF LICENSE AND TERM

2.1 Company has granted a non-exclusive, revocable, non-transferable license which gives limited

right to install and use the Product/Application on a single device which will be used by the End

User to access and use the Product/Application. Usage and access of the Product/ Application

shall be in accordance with the terms and conditions of this Agreement and other related

agreements (as may be determined by Pearson).

2.2 This Term of license to use the Product/Application shall be valid for the period of 1 year from

the date of activation/installation of the Product/Application and is device/machine specific to be

used by the End Users. Company may terminate the license and this Agreement instantly if You

breach any terms and conditions prescribed under this Agreement. Upon termination under this

Clause or Clause 7 below, You must promptly return, destroy or delete permanently all copies of

the Product/Application and its documentation.

2.3 This Agreement is not an agreement of sale, and does not transfer any title, Intellectual Property

or ownership rights to the Product/Application to You. You acknowledge and agree that

Company’s Product/Application and related documentation and all ideas, methods, algorithms,

formulae, processes and concepts used in developing or incorporated into Product/Application,

all future updates and upgrades, and all other improvements, revisions, corrections, bug-fixes,

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modifications, enhancements, upgrades, policy and database updates etc. and other updates in,

of, or to the Product/Application, as applicable, all derivative works based on any of the

foregoing, and all copies of the foregoing are trade secrets and proprietary property of the

Company, having great commercial value to the Company.

RESTRICTIONS ON USE:

End User shall use the Product/ Application as per the terms and conditions of the Agreement

and of related agreements and shall not:

3.1

Transfer, sale, sub-license, rent, lease, redistribute, encumber or authorize any other user to

use the Product/ Application;

3.2

Make any modification, improvement, adaptation, translation, enhancement or derivative

work from the Product/Application;

3.3

Use the Product/ Application for any commercial or other purpose for which it has not been

designed/ intended;

3.4

Not violate the applicable laws, rules or regulations in connection with the usage/ access of

the Product/ Application;

3.5

Decompile, disassemble, decrypt or reverse engineer the Product/Application; remove,

erase, obscure or tamper with any copyright or any other product identification or

proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or

encoded or recorded in or on Product/Application or its documentation;

3.6

Make available/ install/use the Product/ Application on more than one device;

3.7

Except with Company’s prior written permission, publish any performance or benchmark

tests or analysis relating to the Product/ Application;

3.8

Use the Product/ Application to make any other Product/ Application which is, directly or

indirectly, competitive in nature in any manner to the Product/ Application, software or

services offered by the Company;

3.9

Distribute the access of the Product/ Application to multiple devices;

3.10Use the product/ Application in any manner which is not permitted under laws or to send

unsolicited commercial emails or which is against the interest of company or can affect the

reputation of Company in the market;

3.11Use the Company’s Information/ Intellectual Property Rights or any other information

related to Company or its employees/ affiliates/ partners in any manner without the prior

written consent of the Company.; or

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3.12remove any proprietary notices or labels on the Product/Application or delete, remove, hide,

move or alter any trademark, logo, icon, image or text that represents the name of the

Company, any derivation thereof, or any icon, image, or text.

4. PAYMENT AND OTHER CHARGES

The price mentioned at the Product/ Application is the Maximum Retail Price (MRP) which is

inclusive of all taxes, as applicable at that time. However, imposition of any other charges, in the

coming future, by the State/ Central Government on the Product/ Application which is not

inclusive in the price mentioned at the Product/ Application shall be borne by the End User and

the company shall not be liable for the same. End user shall be responsible to bear any and all

other charges in relation to the Product/Application.

5. CONFIDENTIALITY, DATA PROTECTION AND PRIVACY

5.1 End User shall agree to maintain confidentiality of all Confidential Information provided under

this agreement.

5.2 End User shall be permitted to use the Confidential Information only for exercising rights

granted under this Agreement. End User shall not use the Confidential Information for any other

purpose without the Company’s written permission.

5.3 End User shall implement adequate security measures for maintaining secrecy of Confidential

Information of Company. Such measures shall not be less than the measures taken by them to

safeguard its own Confidential Information of the like nature.

5.4 End User hereby agrees that this Agreement or the contents thereof shall not be disclosed by

End User to any third party without the prior written consent of the Company.

5.5 You acknowledge that the Product/Application is Confidential Information of Company. The

Company (or its licensors) own exclusively and reserves all rights, title and interest in and to the

Product/Application, including all Intellectual Property as well as any derivative works. You

shall not exercise any right, title and interest in and to the Product/Application or any related

Intellectual Property, except for the limited usage rights granted to You in this Agreement. You

agree that You will take no action inconsistent with Company’s Intellectual Property Rights.

6. INDEMNITY AND LIMITATION OF LIABILITY

6.1 You will unconditionally indemnify, hold harmless and defend Company, its affiliates, and their

officers, directors, employees, contractors and agents against any claims, liabilities and expenses

(including court costs and reasonable attorney fees) that Company, its affiliates, and their

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officers, directors, employees, contractors and agents incur or suffer as a result of or in

connection with any third-party claims arising from:

a) failure by You to obtain any consent, authorization or license required for use of

Product/Application;

b) use by You of the Product/Application in a manner not expressly permitted by this Agreement;

c) any violation by You of applicable Laws; and

d) infringement or misappropriation of patent, copyright, trademark, trade secret, or other

intellectual property rights of a third party due to modifications or usage by You of the

Product/Application.

e) Any material breach of this Agreement

6.2 Under no circumstances Company shall be liable to End User for any indirect, incidental or

consequential damages (including loss of profit or business), howsoever arising, whether under

contract, tort or otherwise, even if informed of the possibility of the same.

6.3 In no event, Company shall be liable to End User or any other Party for any loss or damage,

including without limitation, for time, money, or goodwill, or for consequential or exemplary

damages, which may arise from the use, operation, maintenance or other services, installation or

modification of the Product/ Application or End User's inability to use the Product/ Application,

in whole or part, for any other reason whatsoever, including, without limitation, by reason of

defects, delays or copyright, patent or trademark infringement or for any other reason(s).

6.4 Company is providing and licensing the Product/Application to You on an “as is” without

warranty of any kind, either explicit or implied, including, but not limited to, the implied

warranties of merchantability, title, non-infringement, and fitness for a particular purpose.

7. FORCE MAJEURE:

It is agreed between the Parties that in the event the performance by the Company is prevented,

interrupted or hindered in consequence of an Force Majeure Event, the obligations of the

Company under this Agreement shall be wholly or partly suspended during the continuance and

to the extent of such prevention, interruption or hindrance and it shall be deemed to be breach of

this Agreement and/or related agreements by the Company. If the period of prevention,

interruption or hindrance exceeds 30 (thirty) days then this Agreement shall automatically stand

terminated unless the Parties agree to otherwise in writing. Termination pursuant to this clause

shall be without prejudice to any accrued rights or remedies of the Company (including its right

to claim and recover money losses/damages and other rights and remedies, which it may have in

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law or contract) in respect of the exercise of rights and the obligation performed prior to or not in

relation to occurrence of such Force Majeure Event.

ARBITRATION:

All disputes, differences, claims and questions whatsoever, which may arise either during the

subsistence of this Agreement or afterwards between the Parties hereto and/or their respective

representatives or any clause or anything contained herein or otherwise in any way relating to or

arising from these presents or the interpretation of any provision contained herein shall be in the

first place settled by mutual discussions between the Parties. However, if the Parties fail to settle

the dispute, the same shall be referred to and settled by arbitration in accordance with and subject

to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or

re-enactment thereof (‘Act”’) for the time being in force. The arbitration will be conducted by a

sole arbitrator who shall be mutually appointed by the Parties. In case of disagreement over the

appointment of the sole arbitrator, the sole arbitrator shall be appointed in accordance with the

provisions of the Act. The arbitration shall be held at New Delhi and be conducted in English

language. Any award made in such arbitration shall be binding on the Parties. The Parties shall

bear the costs of arbitration equally.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of India. Nothing contained in this clause will

preclude either Party from applying for and obtaining any injunctive, prohibitory or other similar

urgent or interim relief from a competent court of law, for which the courts at New Delhi, shall

have exclusive jurisdiction.

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