This General Terms and Conditions (the “GTC”) grants a limited, revocable, non-exclusive, non-transferable right to use certain services of the Website (the “ TWIPL Services/ Services”) to the “Verifier” which are provided by Tharakan Web Innovation Pvt. Ltd. (“TWIPL”). Capitalized terms used herein has been defined in Exhibit 1.

This GTC are for TWIPL Services rendered and shall be in full force and effect during such periods of time during which TWIPL is providing services to the Verifier (the “Term”), unless terminated in accordance to this GTC. Upon expiration of any Term, this GTC shall continue in effect for so long as Verifier can access the Websites.

For availing TWIPL Services of the Websites, TWIPL or the Approved Reseller agrees to pay a sum as Advance Amount as mentioned in the Form as advance verification fees to the Verifier which shall be transfer to the bank account of the Verifier as per the details provided by the Verifier in the Form. For each completed Verification Request by the Registered Uploaders, the amount mentioned as Institutional charge in the Form, will be deducted by the Verifier from the Advance Amount. Verifier agrees that TWIPL shall be entitled to charge to the Registered Uploaders for the Verification Services such amount as agreed with the Verifier (which may be subject to revision) and as mentioned on the Website or the charge on the Form. . The Verifier agrees to provide details related to the available balance of the Advance Amount paid by TWIPL upon request by TWIPL any time during the Term.

The parties herein shall be liable to pay the respective taxes and other statutory payments in respect of their business that may be relevant and/or come into force from time to time and neither party shall be called upon to discharge any such liability on behalf of the other party.

The Verifier shall notify TWIPL immediately of any changes to the information on its websites for the TWIPL Services and related certifications, and, if at any time the Verifier no longer meets TWIPL’s criteria for providing Service, TWIPL may terminate this agreement. The Verifier is required to promptly notify TWIPL of any change in the name of Verifier, and/or any change in the physical address of Verifier.

1. The Verifier agrees to follow the registration and verification process as mentioned on the Website. The Verifier agrees to adhere to the terms of use applicable to the Website in addition to the terms agreed herein. The Verifier acknowledges that TWIPL shall have a right to alter or modify the terms of Website without prior notice to the Verifier and the same will be applicable to the Verifier from time to time.

2. The Verifier shall use utmost caution and prudence while verifying, authenticating and attesting or rejecting to attest any content/document uploaded by a Registered Uploader pursuant to a Verification Request. The Verifier shall not use the Verifier Account to access the Website for any purpose other than for viewing and verifying the authenticity or otherwise, of specific content/ documents submitted by Registered Uploaders.

3. The Verifier shall take reasonable care and precaution to ensure that the Verifier’s Login Details is used solely by the Verifier and not by any third party. In the event of theft/unauthorized use of the Verifier Login Details, TWIPL shall not be responsible for any consequences arising out of the same.

4. A link of the Websites will be placed in the Verifier’s website. An email ID having the university’s domain extension shall be created by the Verifier for sharing the result of a Valid Action of authentication of content/documents.

5. The Verifier agrees that it shall separately communicate in writing to TWIPL in case the Verifier intends to utilize quality control services provided by TWIPL on its website for screening the documents uploaded by the Registered Uploaders for authentication before the said documents sent to the Verifier. The quality control services shall be provided by TWIPL at extra cost as may be agreed between the parties.

6. TWIPL shall provide access to the Verifier to the Website for availing the TWIPL Services available on the Website. In the event of any interruption to the Services provided by TWIPL through the Website, TWIPL shall take all requisite steps to commence corrective action immediately and ensure restoration of the Services. TWIPL shall not be liable for any deficiency in performing the Services if such deficiency results from Verifier’s failure to provide full assistance under this GTC. Assistance includes, without limitation, designating a project manager (the “Project Manager”) to interface with TWIPL during the course of performing the Services, designating the technical representative who will be charged with deployment of the Services, and identifying a representative that will manage the Services after deployment.

7. While the Verifier is not obliged to make any payment to TWIPL for the provision of the Services. However, TWIPL is entitled to charge to the Registered Uploaders of the services as agreed with the Verifier.

8. The Verifier shall not remove or obscure any trademarks, copyright notices or other notices contained in the TWIPL Services and Websites. The Verifier shall not: (i) interfere with or disrupt the integrity or performance of the Websites or Services; or (ii) attempt to gain unauthorized access to Services or TWIPL’s systems or networks.

1. The Verifier agrees that Verifier shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the TWIPL Services unless as otherwise contemplated under this GTC and for the Verifier’s own internal business purposes. The Verifier acknowledges that TWIPL (including its affiliated entities as applicable) shall retain all IP Right, title, and interest under applicable contractual, copyright, patent, trademark, Trade Secret and related laws in and to the TWIPL Services they provide. The Verifier shall use the Website in a manner consistent with TWIPLs interests and the terms and conditions herein and shall promptly notify TWIPL of any threatened or actual infringement of TWIPLs rights. The Verifier shall not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Website or any part thereof. Breach of this provision shall constitute a material breach and TWIPL shall be entitled to take all necessary actions including termination of the access to the Website with immediate effect.

   For the purpose of this clause IP Rights means (i) patents, pending patent applications, designs, trademarks and trade names (whether registered or unregistered) (including trade names, logos, trade dress etc.), copyright and related rights, database rights, knowhow, trade secrets and confidential information pertaining to the Website; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist for the Website; (iii) the elements of graphics, organization, presentation, design, trade dress, colors and stylistic convention of the Website, and the total appearance and impression substantially for the Website by the combination thereof, and (iii) applications, extensions and renewals in relation to any such rights.

The Verifier and TWIPL acknowledge that they each may have access to confidential information of the disclosing Party (“Disclosing Party”) relating to the Disclosing Party’s business including, without limitation, technical, financial, strategies and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of TWIPL’s information, Website information, pricing information, Website development plans, forecasts, the TWIPL Services, and other business information (“Confidential Information”). Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to the public; (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to Receiving Party by a third party and received in good faith and without any duty of confidentiality by the Receiving Party or the third party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to such Confidential Information. “Trade Secret” shall be deemed to include any information which gives the Disclosing Party an advantage over competitors who do not have access to such information as well as all information that fits the definition of “trade secret” set forth under applicable law. Each receiving Party (“Receiving Party”) agrees not to divulge any Confidential Information or information derived therefrom to any third party and shall protect the confidentiality of the Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing Party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each Party’s obligations with respect to Confidential Information shall continue for the Term of this GTC and for a period of five [5] years thereafter, provided however, that each Party’s obligations shall continue for so long as such information continues to constitute Confidential Information or a Trade Secret.

The Verifier shall not, without TWIPL’s express written consent, use the TWIPL Services (a) for marketing purposes; (b) to resell or broker the TWIPL Services; (c) for personal (non-business) purposes; (d) to create a competing Websites. The Verifier agrees that, if TWIPL determines or reasonably suspects that continued provision of TWIPL Services to the Verifier entails a potential security risk, or that Verifier is in violation of any provision of this GTC or law, TWIPL may take immediate action, which may include, without limitation, mitigation, suspension or termination of the delivery of, and the license to use, the TWIPL Services.

1. The Verifier represents and warrants that it is competent to enter in to this agreement under the applicable laws and agrees to be bound by and adhere to the terms and conditions of mentioned herein.

2. The Verifier and the TWIPL represent and warrant that they shall at all times during the continuance of this Agreement ensure that all the approvals, licenses and permissions required by them for the purpose of performing its obligations mentioned herein, are legal and valid and shall ensure that the same are renewed and kept in force and valid during the entire Term of this arrangement.

The Verifier hereby agrees to protect, indemnify, defend, and hold harmless TWIPL from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys fees and costs) arising from or in any way related to any third-party claim based upon any unauthorized use of the Websites. TWIPL hereby agrees to protect, indemnify, defend, and hold harmless Verifier from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys fees and costs) arising from or in connection with any third-party claim that the TWIPL Services, when used in accordance with this GTC, infringe a United States patent or United States registered copyright, subject to the following: (i) The Verifier must promptly give written notice of any claim to TWIPL; (ii) The Verifier must provide any assistance which TWIPL may reasonably request for the defense of the claim; and (iii) TWIPL has the right to control the defense or settlement of the claim; provided, however, that the Verifier shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Notwithstanding the foregoing, TWIPL will not have any duty to indemnify, defend or hold harmless the Verifier with respect to any claim of infringement resulting from (1) Verifier’s misuse/ unauthorized use of the TWIPL Services or Website; (2) Verifier’s failure to use any corrections made available by TWIPL; (3) Verifier’s use of the TWIPL Services in combination with any information not provided or authorized in writing by TWIPL; or (4) any information, direction, specification or materials provided by the Verifier or any third party. If an injunction or order is issued restricting the use or distribution of any part of the TWIPL Services, or if TWIPL determines that any part of the TWIPL Services is likely to become the subject of a claim of infringement or violation of any proprietary right of any third party, TWIPL may in its sole discretion and at its option (A) procure for the Verifier the right to continue using the TWIPL Services; (B) replace or modify the TWIPL Services so that they become non-infringing, provided such modification or replacement does not materially alter or affect the use or operation of the TWIPL Services; or (C) terminate this GTC. The foregoing remedies constitute Customer’s sole and exclusive remedies and TWIPL’s entire liability with respect to infringement claims or actions.

1. The service(s) provided by the Website are provided on an “AS IS” and “AS AVAILABLE” basis. TWIPL does not make any warranty or representation, whether express or implied, that the Service/s provided by the Website would be uninterrupted, error free or free of harmful components, or that any content will be secure or not otherwise lost or damaged. The uninterrupted access or use of the TWIPL Service/s may be prevented by certain factors outside the reasonable control of TWIPL including, without limitation, the unavailability, inoperability or interruption of the Internet or other telecommunications services or as a result of any maintenance or other service work carried out on the Website. TWIPL does not accept any responsibility for any loss or damage suffered by the Verifier or likely to be suffered by the Verifier whatsoever arising out of or in connection with the use of the Website. TWIPL shall however make all reasonable commercial efforts and take precaution to provide uninterrupted and error free services and shall anti-virus utilities and information security procedures in order to secure the information stored in the Website’s servers.

2. The Verifier shall be responsible for identifying the accuracy, pursuant to a Verification Request received through the Website for the genuineness of such content/document uploaded. TWIPL hereby absolves itself of any liability that may arise in connection with any errors committed by the Verifier or its appointed verifier while verifying, authenticating and attesting the content/document or otherwise.

3. Parties agree that the liability arising out this GTC shall not exceed to the payment made to Verifier under this Agreement in the immediately preceding three (3) months prior to the date of the incident (when it first arose) giving rise to such liability. This limitation shall not apply to the losses or damages caused by either party to the extent prohibited by applicable laws such as infringement of intellectual property rights, fraud, willful misrepresentation, breach of confidential information.

4. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCURRED BY THE OTHER PARTY. LEGAL COMPLIANCE.

The Verifier will use, and Verifier will require that Verifiers use, the TWIPL Services in compliance with applicable law including, without limitation, those laws related to data privacy, international communications, and the transmission of technical or personal data. Without limiting the generality of the foregoing, the TWIPL will be responsible for any notifications or approvals required from Registered Uploaders, arising out of any use of the TWIPL Services including, without limitation, those relating to any computer code deposited on any device and any information secured from such Registered Uploaders (or their respective devices). The Verifier also will be responsible for compliance with laws and regulations in all applicable jurisdictions concerning the data of Registered Uploaders or Verifiers customers. Subject to the foregoing, TWIPL will provide the Services in compliance with applicable data protection and privacy laws

1. Either party may terminate this GTC by serving 60 days written notice on to other party without assigning any reason whatsoever.

2. Upon termination/ expiration of this GTC all rights granted by TWIPL to the Verifier to use the Website shall immediately terminate. The termination of the Agreement shall not limit the enforceability of any of the rights or obligations of the parties that accrued before the termination date.

3. Upon termination or expiration of this GTC, all accounts under this GTC shall be finalized and settled within 30(thirty) days from the date of such termination.

1. In case of any dispute arising out of this arrangement, Parties agree to resolve the same amicably, failing which the disputes shall be referred to arbitration in accordance with the applicable laws (hereinafter referred to as the “Arbitration”), by sole arbitrator appointed mutually by the Parties. The place of the Arbitration shall be the place where the registered office of the Verifier is situated, and language of Arbitration shall be English. In case parties fail to agree on sole arbitrator, each party shall appoint one arbitrator each, and such arbitrators shall appoint an umpire/ third arbitrator.

2. Parties shall bear the cost of Arbitration, in equal proportion, with each party bearing its respective counsel/advocate fees.

3. The validity, construction and performance of this agreement, including its enforcement shall be governed by and interpreted in accordance with the Laws of India. The Parties hereby expressly agree that any differences and disputes arising out of or in connection with this Agreement parties shall be subject to the jurisdiction of the competent Courts at the place where the registered office of the Verifier is situated, to the exclusion of all other jurisdictions if not resolved by arbitration.

1. Relationship of Parties. None of the parties shall, at any time, represent that it is the authorized agent or representative of the other.

2. Assignment: Neither Party shall transfer or assign any of its rights or obligations under this Agreement without the prior written consent of the other Party which consent shall not be unreasonably withheld.

3. Notices: All notices or other communications required to be given here under shall be in writing and delivered either personally or by Registered Post, certified, return receipt requested, postage prepaid, to the address mentioned above or as otherwise requested in writing by the receiving Party in accordance with terms of this clause. Notices delivered personally shall be effective upon delivery and notices delivered by Registered Post shall be effective upon their receipt by the Party to whom they are addressed.

4. Modification: This Agreement shall not be altered, modified or supplemented except with the prior written approval of the parties. No alteration, modification shall be effective unless reduced to writing and signed by the duly authorized representatives of both the Parties.

5. Severability: In case any one or more of the provisions contained in this Agreement that shall be invalid, illegal or unenforceable in any aspect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

6. Anti- bribery: Parties agree that at all times in connection with and throughout the course of this agreement and thereafter, that its Directors, officers, employees will; comply with applicable anti- bribery & corruption laws

   i. not offer, promise or pay bribes or give any benefit, directly or indirectly, to any Public Official, Foreign Public Officials or any other party in order to obtain or retain business, or to receive an improper advantage or more favourable treatment of any type;

   ii. not offer, promise or pay any facilitation payments;

   iii. Ensure that they have taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence to engage in any form of bribery or corruption in connection with the contract

   parties agree to immediately notify other party if it gains knowledge of any conduct by any of its associated persons, officers, employees, agents, subcontractors or independent consultants which constitutes the actions as set out in herein above, or if it has reasonable suspicion of the existence of such conduct. Either party shall have the right to suspend or terminate this Agreement on immediate written notice, should it become aware of a breach of this anti-bribery obligations.

7. Force Majeure: Neither party shall be liable to the other for any Force Majeure event being any situation (other than a failure to pay moneys due to the other party) in which it fails to comply with its obligations under the agreement due to anything beyond its reasonable control. In the event of such an event arising, the party affected shall provide a notice to the other party promptly who shall have the option to terminate or suspend the operation of this Agreement. For the purpose of this clause, Force Majeure event shall mean an i) act of God; (ii) war (whether declared or not), hostilities, invasion, act of foreign enemies, civil war, insurrection, riot, rebellion, revolution, military or usurped power, civil commotion, act or threat of terrorism, sabotage, piracy or cyber incident; (iii) lightning, earthquake, fire, explosion, flood, storm, or severe adverse weather condition; (iv) theft, malicious damage; (v) any labour disturbance such as boycott, strike, lockout, industrial dispute (whether affecting the workforce of a party and/or any other person); (vi) any destruction, breakdown or failure of equipment; (vii) any inability to obtain or delay in obtaining supplies or materials; (viii) any prolonged breakdown of transport, telecommunications, information or energy systems; (ix) any public health event

1. Advance Amount means the advance verification fees paid by TWIPL to the Verifier and as specified in the Form.

2. Approved Reseller means a company or entity appointed by TWIPL on non-exclusive basis to market the Website to institutes/ Verifiers.

3. Form means the Test Verifier Application Form that must be filled by the Verifier before availing the TWIPL Services.

4. Registered Uploader means an individual or person, competent to contract under the applicable Laws, that registers with the Website in the manner and in accordance with the procedure set out in the Website and subject to the terms and conditions governing the use of the Website, for the purpose of uploading content/documents in the Website in accordance with the terms and conditions governing the use of such service, whose content/documents are stored in the server space of the Website, for the purpose of digital attestation and/or verification by the Verifiers.

5. Valid Action means an action that will take place on processing of a Verification Request by the Verifier in accordance with GTC.

6. Verifier means an organization, institution, agency, individual, universities, government bodies, schools, colleges and such other persons that are entitled to issue content in the normal course of dispensation of its duties and responsibilities or in the course of its business and is willing to provide online authentication/verification services in connection with the various documents issued by it through the Websites.

7. Verifier Account means the account held by the Verifier with the Website comprising the Verifier ID and password created for the Verifier by TWIPL to enable the Verifier to perform the authentication and verification in the Websites. By using the Verifier Account, the Verifier shall be entitled to access the Website to view the requisite contents/documents issued by the Verifier and uploaded by the Registered Uploaders for online verification/authentication of the same. The Verifier shall also be entitled to view all details of Valid Actions and the Verifier Account through the Verifier Account.

8. Verifier Fee Account mean and refer to the details of various transactions charged and summarized in the Verifier Account in accordance with the terms agreed between the parties.

9. Verifier Login Details means and includes the Verifier Account login, password, security information and other details which provide the Verifier access to the Verifier Account and Verifier Fee Account on the Website.

10. Verification Request means a request made by a Registered Uploader, in the manner contemplated by the services provided on the Website which manner of request may be altered/amended by TWIPL after giving due notice to the Verifier, for online verification and authentication of a specific content/document issued by the Verifier, uploaded by the Registered Uploader and submitted to the Verifier using the services provided by the Website.

11. Website mean and refer to the URL, (owned, operated and maintained by TWIPL)www.docswallet.com,www.directverify.in and http://www.myeasydocs.com or such other name as may be decided by TWIPL from time to time and includes any and all elements, contents and the “Look and Feel” of the Website.