The Terms of Use in entered into by and between Cloudyuga Technologies Private Limited (the “Company”) and the person to whom the services of the Company are made available (including but not limited the Training Module (defined below)), either directly or indirectly (the “User”).

1. DEFINITIONS

The User hereby unconditionally agrees that unless the context otherwise requires, the definitions listed below when used in this Terms of Use shall have the meanings attached to them and these terms shall be interpreted accordingly. The definitions listed below as used in this Terms of Use may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in this Terms of Use and whenever such terms are used in this Terms of Use they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:

1. “Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Government, statutory authority, tribunal, board, court or recognized stock exchange of India or any other relevant jurisdiction.

2. “Company Servers” shall include any and all servers, content delivery networks and/other technology infrastructure that is owned and/or controlled by the Company.

3. “Content” shall mean any and all software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof, that is made available by the Company, whether directly or indirectly, to the User, in accordance with these Terms.

4. “Training Module” shall mean any and all of the training modules that are offered by the Company in accordance with these Terms.

5. “Liquidation Event” shall mean (i) voluntary or involuntary liquidation, dissolution or winding up of the Company, a merger, acquisition, change of control, consolidation, or other transaction or series of transactions prior to such transaction the existing shareholders will not: (a) retain a majority of the voting power of the surviving entity, or (b) control the board of directors of the surviving entity, or (ii) a sale, lease, license or other transfer of all or substantially all the Company’s assets

6. “Result” shall include any and all assessments that the User receives from any external assessment agency in relation to the any skill, subject and/or topic.

7. “Simulation Environment” shall be the console interface made available by the Company in relation to the Content and/or the Training Modules.

1. INTERPRETATION CLAUSE

In this Terms of Use, except to the extent that the context otherwise requires:

1. References to a statute, ordinance or other Applicable Law shall be deemed to include any references to a statute, ordinance or other Applicable Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Applicable Law;

1. The headings are inserted for convenience only and shall not affect the construction of this Terms of Use;

1. TERMS OF ENGAGEMENT

1. The Company hereby grants the User a limited, non-exclusive, non-transferable license to access and use Content, for which the User has paid all required fees in accordance with Clause 4 solely for the User’s personal, non- commercial, educational purposes, in accordance with these Terms.

1. Notwithstanding anything contained herein, the Company does not make any representations, warranties or covenants concerning any affiliation and/or partnership with any third party, whether directly or indirectly, for any reason whatsoever.

1. Notwithstanding anything contained herein, the Company does not make any covenant, representations or warranties in relation to any Results in relation to any User.

1. The Company reserves the right to withdraw or amend the Content, and any service or material that we provide in relation to the Content, at its sole discretion and without notice to the User.

1. Notwithstanding anything contained herein, the Company shall not be liable if, for any reason, all or any part of the Content is unavailable at any time or for any period, for any reason whatsoever.

1. The information presented on and/or otherwise made available through the Content is made available solely for general information purposes. For avoidance of doubt, it is hereby stated that the Company does not make any statements, representations, covenants and/or warranties regarding the accuracy, completeness or usefulness of this information.

1. The User acknowledges, affirms, agrees and understands that any reliance on the Content placed on any information made available by the Company, in accordance to these terms, including but not limited to the Content, is strictly at the User’s own risk.

1. Notwithstanding anything contained herein, the Company shall not be responsible, or liable to the User or any third-party, for the content or accuracy of the Content, or any part thereof.

1. The Company reserves the right, but is not obligated to change these Terms at any time, for any reason whatsoever. Any changes are effective immediately upon uploading on the web server hosting the Content. The User’s continued use of the Content and the services associated therewith constitutes the User’s agreement to all such amended terms.

1. Notwithstanding anything contained herein, participation in or completion of a Training Module does not confer any academic credit and/or professional certification other than those which the Company specifically and expressly represents in relation to such Training Module.

1. The Company explicitly disclaims any and all representations, warranties and covenants in relation to the Simulation Environment being uninterrupted and error-free.

1. The User understands, acknowledges, agrees and affirms that any and all technological integrations (such as APIs, etc.) and/or otherwise any form of communication between the Company Servers and the devices of the User are at the User’s sole risk.

1. REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE USER

1. The User represents, warrants and covenants that he shall not replicate the Content for any reason whatsoever, including but not limited to for commercial exploitation. The Content, along with its features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its licensors or other providers of such material, and are protected by Applicable Law and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

1. The User understands, acknowledges, affirms and understands that he is permitted to use the Content for non-commercial use only. No right, title or interest in or to the Content is transferred to the User, either directly or indirectly, and all rights not expressly granted, are reserved by the Company. For clarification of doubt, all benefits that are derived from such right inure in favour of the Company.

1. Notwithstanding anything contained herein, the Company does not take responsibility and have liability in any manner whatsoever in relation to the accuracy and correctness of the Content.

1. The User covenants that he shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Content.

1. The User covenants that he shall not, in relation to the Content: (i) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of the Content; or (iii) access or use for any commercial purposes any part of the Content or any services or materials made available in relation to the Content

1. The User covenants that he shall only access the Content for lawful purposes.

1. The User understands, acknowledges, affirms and understands that he is solely responsible for the knowledge of and adherence to any and all Applicable Law pertaining to his use of the Content.

1. The User covenants that he shall not to use the Content to recruit, solicit, or contact in any form, instructors or potential users for employment or contracting for a business not affiliated with the Company.

1. The User covenants that he shall not use the Company name, the Company logo, and all related names, logos, product and service names, designs and slogans, which are trademarks of the Company, without the prior written permission of the Company.

1. LIMITATION OF LIABILITY

1. The Company shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the services, which form the subject matter of these Terms.

1. The Company shall not be liable for any damages, liability or losses arising out of: (i) the use of or reliance on the Content or the User’s inability to access or use the Content; or (ii) any transaction or relationship between the User and any third party provider. In no event shall the Company’s total liability to the User in connection with the services for all damages, losses and causes of action exceed the consideration amount paid by the User under this Agreement.

1. INDEMNIFICATION

The User shall defend, protect, indemnify and hold harmless the Company and its directors, employees, agents, successors, and assignees (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:

1. any misrepresentation by the User to the Indemnified Parties,

1. any misrepresentation of the User to any third party with respect to the Indemnified Parties,

1. the breach of any of the clauses of this Terms and Conditions,

1. all taxes for which the User may be liable

1. TERMINATION

1. Breach of either or all of Clauses 3, 4 and 5 shall give the Company a right but not an obligation to terminate its engagement with the User.

1. Additionally, notwithstanding anything contained herein, in the event that the Company shall discontinue its operations and/or at the instance of a Liquidation Event, then this Agreement shall cease and terminate as on the date of such discontinuance on which such operations cease.

1. SURVIVAL

Clauses 6, 7 and 9 of these Terms of Use shall survive the termination of all engagements between the User and the Company for any reason whatsoever

1. GOVERNING LAW AND ARBITRATION

1. This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India.

1. Subject to Clause 9.3 below, this Agreement shall be subject to the jurisdiction of the courts in Bengaluru, India.

1. Any action, dispute or difference arising under or relating to this Agreement (“Dispute”) shall at the first instance be resolved through good faith negotiations between the Parties hereto, which negotiations shall begin promptly, within 15 (fifteen) days after a Party has delivered to the other Party a written request for such consultation. If the Parties are unable to resolve the Dispute in question within 15 (fifteen) days of the commencement of negotiations, the Dispute shall be referred to and finally and conclusively settled by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996.

1. The seat as well as the venue of arbitration at all times shall be Bengaluru, India.

1. All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.

1. The arbitration shall be conducted by a panel of three arbitrators. Each Party will pick one arbitrators and the two arbitrators will pick the third arbitrator.

1. Both parties agree to resolve their Dispute by means of fast track arbitration as envisaged under the Indian Arbitration and Conciliation Act, 1996.

1. The arbitration award shall be final and binding on the Parties, and may be enforced by any court of competent jurisdiction.

1. Notwithstanding anything contained herein, the Parties specifically agree to exclude the provisions of the Convention of International Sale of Goods, 1980 in relation to all matters arising out of this Agreement.

1. ASSIGNABILITY

1. The Company reserves its right to assign all its rights, title and interest in relation any of the Training Modules and/or the Content to any third party, for any reason whatsoever, without notice to the User.

1. The User shall not be entitled to assign his rights and obligations under these Terms to a third party under this Terms of Use.

1. SEVERABILITY

Any provision in this Terms of Use, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Terms of Use or affecting the validity or enforceability of such provision in the same or any other jurisdiction.

1. AMENDMENTS AND WAIVERS

Any provision of this Terms of Use may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective. No waiver by the Company of any condition of this Terms of Use, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other condition of this Terms of Use on any future occasion. All remedies, either under this Terms of Use or by Applicable Law or otherwise afforded, will be cumulative and not alternative.

1. INDEPENDENT CONTRACTORS

The User and the Company are independent contracting parties and the User has no power or authority to assume or create any obligation or responsibility on behalf of the Company. This Terms of Use will not be construed to create or imply any partnership, or joint venture, or employer-employee relationship.

1. ENTIRE AGREEMENT

This Terms of Use contains the entire agreement of the Parties hereto with respect to the transactions envisaged under this Terms of Use and the inter-se rights and obligations of the Parties, superseding and replacing all negotiations, prior agreements, discussions, memoranda or heads of agreements, made prior to the date hereof amongst the Parties.