iBank Lite

Contents

* Important Notes

1. Definitions

2. Interpretation

3. General

4. Permitted License Uses and Restrictions

5. Intellectual Propoperty

6. Non-Disclosure

7. User Registrations and Confidentiality

8. Your Representations and Warranties; Indemnification of TV Ad Indx

9. Privacy

10. Termination

11. Notices

12. Disclaimed of Warranties

13. Limitation of Liability

14 Complete Agreement and License; Governing Language

15. Assignment

16. Consideration

17. Dispute Resolution

18. Jurisdiction and Governing Law

This is a Confidential Document. Not to be read, accessed or in the possession of Unauthorised Persons

PLEASE READ THIS SOFTWARE “TERMS OF USE AGREEMENT” CAREFULLY BEFORE USING THE iBANK LITE SOFTWARE AND SYSTEMS. BY USING THE SOFTWARE AND SYSTEMS AD TV AD INDX DATA, YOU ON BEHALF OF YOUR COMPANY ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT IN LETTER AND SPIRIT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE iBANK LITE SOFTWARE AND SYSTEM AND TV AD INDX DATA, DO NOT USE iBANK LITE SOFTWARE AND SYSTEMS AND TV AD INDX DATA IN ANY MANNER.

* IMPORTANT NOTES:

- The iBANK LITE SOFTWARE AND SYSTEMS - may be used to archive, search, preview/play or download TV Ad Indx Data provided by TV Ad Indx. It is licensed to your Company only for a limited period and can be revoked without notice by TV Ad Indx. If you are uncertain about these Terms of Use for iBANK LITE SOFTWARE AND SYSTEMS, you should contact your legal advisor and / person responsible for Administration of Information Technology and Services.

- These “Terms of Use” - constitutes a valid and binding agreement between TV Ad Indx and you, as a Registered User, Authorised by your Company, to access and use iBANK LITE SOFTWARE AND SYSTEMS only on behalf of your Company for official purposes, with computer terminal/terminals on its internal networks, only as specified under the End User Agreement and License issued by TV Ad Indx to and accepted by your Company. These Terms of Use form a subset of the aforesaid End User Agreement and License. You must enter into this Terms of Use Agreement by clicking on the ACCEPT button or similar buttons or links in order to use the iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data. Doing this, you hereby agree and acknowledge that this Agreement covers all your use of iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data, whether it is from this or from any other computer terminal/terminals on your Company’s internal Local Area Network (LAN). Furthermore, by continuing to use the iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data you agree to be bound by the terms of this Terms of Use and any new versions hereof that may be issued in future and published for your reference at www.tvadindx.com and www.ibanklite.com

- Electronic Signatures and Agreements:

You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by TV Ad Indx to show your approval of any foregoing texts and/or to use the iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data, you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the iBANK LITE SOFTWARE AND SYSTEMS. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

- Counterparts - This Agreement may be executed in any number of counterparts or duplicates, each of which shall be deemed as original, and such counterparts or duplicates shall together constitute one and the same agreement.

- Relationships - Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between TV Ad Indx and you, and nothing in this Agreement shall be deemed to constitute either TV Ad Indx or you as the agent of the other. Neither TV Ad Indx nor you shall have the authority to bind the other without the prior written consent of the party sought to be bound.

1. DEFINITIONS

In this Agreement the following definitions are being used, singular as well as plural.

1. “Effective Date” means the date on which this Agreement is entered into by your clicking on the ACCEPT button as stated above

2. “Your Company / Subscriber Company” means your Company located at one pre-specified Indian City which subscribes to TV Ad Indx’s iBank Lite Subscription Services, and has installed iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data in it’s office, having entered into a “End User Agreement and License “ with TV Ad Indx. The Subscriber Company would be an Advertising Agency, Advertiser, Media Company, Educational Institution, Research Firm, Production House or a similar Company which is an “End User” of TV Ad Indx Data and requires TV Ad Indx Data for it’s internal research and presentation purposes only. This Company cannot be in the business of providing information services to a third party or an aggregator of business information for requirements of third parties.

3. “You / Your / Registered Administrator / Registered User” means only a Subscriber Company’s full-time employee or full-time consultant, who has been authorised by a Subscriber Company to access and use iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data installed in it’s office solely for the benefit of the Subscriber Company in the role of a “Registered Administrator” or “Registered User” and who, has read this “Terms of Use Agreement”, understood the rights, obligations, terms and conditions set therein and, by clicking on the “Accept” button and/or continuing to use iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data on behalf of Your Company, expressly consent to be bound by its Terms and Conditions and grant to TV Ad Indx the rights set forth herein.

The Registered Administrator is assigned and responsible to (a) manage Registered Users, and regulate their access to and use of iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data, and to (b) uphold the Terms and Conditions in this Agreement and the End User License Agreement.

The Subscriber Company is fully responsible to ensure actions of the Registered User and Registered Administrator are in consonance with the Terms and Conditions as set herein this Agreement.

5. “User Rights” means privileges and permissions granted by the your Company to Registered Administrators and Registered Users for the use of iBANK LITE SOFTWARE AND SYSTEMS. These include their User Rights to Search, Shortlist, Preview, Print and Download TV Ad Indx Data and manage other Registered Users and Registered Administrators.

6. “Terms of Use Agreement” means the Agreement that is presented to a Registered Administrator and/or Registered User before he can use iBANK LITE SOFTWARE AND SYSTEMS and/or TV Ad Indx Data. The terms of this Agreement will govern any access to and use of iBANK LITE SOFTWARE AND SYSTEMS by the Registered Administrator and Registered Users.

7. “Network” means a Subscriber Company’s pre-specified internal Local Area Network (LAN), located within one pre-specified Indian City, within one pre-specified building, at its pre-specified office within which the Subscriber Company has installed iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data in it’s office as per an Office Plan annexed to this Agreement. It includes all Computers, Switches, Routers, Fire-Walls and other technical equipment and devices that are connected to this Local Area Network and their unique IP Addresses and allows these equipments and devices access iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data. It expressly excludes a Wide Area Network (WAN), Virtual Private Network (VPN) or other such networks that may, connect this Local Area Network, to other networks outside of the pre-specified office.

8. “Subscription Services” means services that TV Ad Indx provides a Subscriber Company for a pre-defined set of data at a fixed frequency, through a fixed delivery system, for a fixed period of time, in consideration of a fee agreed upon and payable by the Subscriber in advance. All Terms of a Subscription Service are pre-determined before the commencement of such a Subscription Service and detailed in a separate, legally binding, commercial Subscription Agreement entered into between TV Ad Indx and a Subscriber Company.

9. “TV Ad Indx / The Agency Source” is the Owner and Licensor of the iBANK LITE SOFTWARE AND SYSTEMS with its office at G 94-97, Triveni Commercial Complex, Sheikh Serai Phase 1, New Delhi 110 017.

10. “iBank Lite” means the iBANK LITE SOFTWARE systems, application programs and interfaces consisting of the set of routines utilized by the iBANK LITE SOFTWARE AND SYSTEMS to provide the iBank Lite functionality for a given platform or operating system combined with its Graphical User Interfaces (GUIs). iBank Lite includes all systems and documentation accompanying this License whether on paper, disk, in read only memory, or on any other media or in any other form.

11. “TV Ad Indx Data / Advertising Data” means Advertisements and Advertising News and Information archived and delivered by TV Ad Indx under terms of its Subscription Services. This data includes any Video, Image, Audio, Text, Database, Spreadsheet, Rich-Media, Meta-Data or any other files in any format or any information provided in any form on any media or through any medium provided to the Subscriber by TV Ad Indx for use with the iBANK LITE SOFTWARE AND SYSTEMS.

12. “Intellectual Property Rights” means any and all rights existing from time to time under patent laws, copyright laws, trade secret laws, trademark laws, unfair competition laws, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

13. “Download” means the copying, transfer, duplication of data from a computer server that houses iBank Lite and the TV Ad Indx Data onto any User’s personal computer terminal/terminals on a Company’s internal networks only by the use of the automated features built into the iBANK LITE SOFTWARE AND SYSTEMS for these purposes.

14. “Computer Server / iBank Lite Server” means a secure, password-protected computer which is located within the Subscriber Company’s office, and that houses iBANK LITE SOFTWARE AND SYSTEMS and TV Ad Indx Data in such a manner that this computer functions as a web-server and can be accessed by the Registered Users on its local network only through its webservices. Only the Company’s Information Technology (IT) department and/or an authorised Registered Administrator should have the restricted and direct access to this server for the sole purpose of managing the server and the TV Ad Indx Data on it.

15. “Website / TV Ad Indx Website / iBank Lite Website” means all websites or webpages owned and developed by TV Ad Indx for use by iBank Lite Users and that are required to be accessed over an Intranet or Internet. It includes any and all elements, contents and the ‘look and feel’ of the website available under the URL

www.tvadindx.com among other URL’s from which the iBank Lite websites can be accessed.

16. “Password” means a code that a User selects, which in combination with the User ID gives access to a corresponding User Account and allows a User access to and use of and iBank Lite and TV Ad Indx Data.

17. “User ID” refers to a User’s official email address issued by his/her Company, which in combination with the Password gives access to a corresponding User Account and allows a User access to and use of and iBank Lite and TV Ad Indx Data.

18. “Login Details” refers to Passwords and User IDs that gives access to a User’s Account and allows a User access to and use of and iBank Lite and TV Ad Indx Data.

19. “Promotional Materials” means any and all trademarks, names, signs, logos, banners and any other materials, in whatever form, owned and/or used by TV Ad Indx for the promotion of its company, its products and activities.

2. INTERPRETATION

Unless the context otherwise requires, the Agreement shall be construed as follows:

(i) Words importing persons or parties shall include firm and corporations and any organization having legal

capacity and solvency.

(ii) Words importing the singular shall include the plural and vice versa where the context so requires.

(iii) Words of either gender shall include those of the other gender.

(iv) References of any law shall include such law as from time to time is enacted, amended, supplemented or re-

enacted.

(v) References to the words “include” or “including” shall be construed without limitation.

(vi) The headings and titles in the Agreement are indicative and shall not be deemed part thereof or be taken into

consideration in the interpretation or construction of the Agreement. The Schedules/Annexures, if any, that

form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any

reference to this Agreement includes the Schedules/Annexures.

3. GENERAL

iBank Lite enables access to TV Ad Indx Data and also TV Ad Indx’s website which features iBank Lite Online Management Systems, offers information, previews and downloads of information for sale. Use of this website requires Internet access and requires Registered Administrator and Registered Users to accept additional terms of service which will be presented before the Registered Administrator and Registered Users can use the website.

TV Ad Indx retains ownership of iBank Lite itself and all TV Ad Indx Data. The terms of this Agreement will govern any software upgrades provided by TV Ad Indx that replace and/or supplement the original iBank Lite product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

The rights granted herein are limited to TV Ad Indx’s intellectual property rights. These Intellectual Property Rights, include but are not limited to copyrights, trademarks and patents, as well as know-how and trade secrets contained in or relating to iBank Lite, TV Ad Indx Data, TV Ad Indx’s Websites or iBank Lite Promotional Materials.

iBank Lite contains Advertising Data that may be inappropriate or offensive or deemed to be unsuitable for mass media broadcasting. You acknowledge that TV Ad Indx is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the Advertising Data. You acknowledge and understand that the content of the Advertising Data is entirely the responsibility of the person from whom such content originated. TV Ad Indx has not reviewed any or all of the Advertising Data and therefore assumes no responsibilities for this in any manner.

4. PERMITTED LICENSE USES AND RESTRICTIONS

Subject to the terms of this Agreement, TV Ad Indx hereby grants you limited, non-commercial, non-exclusive, non-sub-licensable, non-assignable, license to use iBank Lite on your Company’s internal computer network where it can be accessed and used by “Registered Users”.

You will access and use iBank Lite and TV Ad Indx Data only on the Company’s pre-specified internal computer network within the one city in which your Company is located and from where it subscribes to TV Ad Indx’s Subscription Services.

iBank Lite may only be used to archive, search, print, preview, play and download advertising materials and data provided by TV Ad Indx. Some of these features may or may not be activated for you.

TV Ad Indx reserves the right to activate or deactivate any or all these features if this Agreement is terminated, your Company’s subscription services expire or are terminated, you have misrepresented facts in this Agreement or have violated any of the terms and clauses of this Agreement, or if TV Ad Indx has reason to believe that you are misusing iBank Lite and TV Ad Indx Data or infringing on Intellectual Property Rights owned by TV Ad Indx.

You will use iBank Lite and TV Ad Indx Data only as authorised by your Company for its own internal, non-commercial use. You expressly agree not to assign, copy, transfer or transmit iBank Lite and TV Ad Indx Data to any other branches office of the Company or third parties including its subsidiaries, associates or associate companies. YOU AGREE NOT TO USE OR EXPLOIT iBANK LITE AND TV AD INDX DATA, EXCEPT AS EXPRESSLY PERMITTED HEREIN.

5. INTELLECTUAL PROPERTY

You acknowledge that TV Ad Indx owns all rights, titles and interests in iBank Lite, portions thereof, or softwares provided through or in conjunction with the TV Ad Indx website, including without limitation all Intellectual Property Rights.

You will not republish, post, sell, broadcast, transmit, copy, reproduce, assign, rent, lend, sublicense, lease, distribute, export, import OR make public any part of TV Ad Indx Data and/or iBank Lite or act as an intermediary or provider, or otherwise grant rights to third parties with regard to iBank Lite or TV Ad Indx Data or any part thereof.

You will not use iBank Lite or TV Ad Indx Data to sell a product or service, or to increase traffic to any Web site for any commercial or non-commercial purpose. You may not take the results from an iBank Lite search and reformat and display results, or mirror the resulting data or results pages on any Web site or send automated queries to iBank Lite.

You agree that you will not use any part of iBank Lite:

- For any unlawful purpose

- Such that the whole or any part of iBank Lite are interrupted, damaged, rendered less efficient, or the

effectiveness or functionality of iBank Lite is in any way impaired

- In a manner that constitutes a violation or infringement of any person, firm or company (including but not

limited to rights of copyright or confidentiality)

- To copy or duplicate iBank Lite or any part thereof in any manner

- To copy or duplicate TV Ad Indx Data or any part thereof other than for your Company’s internal research and

presentation purposes

- To copy or duplicate TV Ad Indx Data or any part thereof other than on your Company’s computer

network within the confines of your Company’s office

- To allow access or/and use of iBank Lite of TV Ad Indx Data other than on your Company’s

computer network

- To take out of the physical premises of your Company, TV Ad Indx Data copied or downloaded in any manner

from iBank Lite, in any manner, on any media, for any individual or Company use

- To create an archive or library of any form, with TV Ad Indx Data copied or downloaded in any manner from

iBank Lite, in any manner, for individual’s use or Company use

- To incorporate or attempt to incorporate into iBank Lite, data from any source other than from TV Ad Indx

You agree not to modify, remove, obscure any part of the Graphical User Interface (GUI) or alter or make inaccessible for any Users the view of TV Ad Indx’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through iBank Lite and TV Ad Indx website.

You may not modify, adapt, translate, copy, decompile, reverse engineer, decrypt, disassemble or prepare derivative works of iBank Lite or any part thereof or otherwise attempt to derive source code from iBank Lite.

ANY ATTEMPT TO DO THE AFORESAID OR INFRINGE UPON TV AD INDX’S INTELLECTUAL PROPERTY RIGHTS WILL ATTRACT THE MOST SEVERE CRIMINAL CHARGES UNDER INDIAN AND INTERNATIONAL COPYRIGHT, TRADEMARK AND INTELLECTUAL PROPERTY RIGHTS LAWS.

iBank Lite offers TV Ad Indx Data, as a service to Advertising Agencies, Advertisers, Media Firms, Educational Institutions, Research Firms and other Users. The intellectual property rights relating to such TV Ad Indx Data may belong to Individual Artists, Production Houses, Advertising Agencies, Marketing Companies or Advertisers or other Companies. All such TV Ad Indx Data are for research and reference purposes only and not for any commercial purpose. The copyright remains the property of the copyright owner and TV Ad Indx.

You agree to inform TV Ad Indx in case you believe that iBank Lite and/or TV Ad Indx Data has been copied or TV Ad Indx’s Intellectual Property Rights have been infringed or compromised in any manner by an unauthorised person, User or any other Company. You can assist TV Ad Indx and provide information to

iBankLite@tvadindx.com as follows:

- Details of which Intellectual Property Rights have been infringed from iBank Lite or/ and TV Ad Indx Data

- Identification of the Software / Systems / Data that may have been copied, duplicated in any form

- Which unauthorised person, User or Company is likely to be responsible for this infringement

- Any information that could be used as proof of such an infringement

- Contact Details of the person making such a notification, preferably with an address and telephone number

- Contact Details of the person or Company that may be responsible for this infringement, preferably with an

address and telephone number

TV Ad Indx reserves all rights in iBank Lite and TV Ad Indx Data including all ownership rights.

6. NON-DISCLOSURE

You agree to take all reasonable steps at all times to protect and keep strictly confidential all information regarding iBank Lite, TV Ad Indx Data, TV Ad Indx, TV Ad Indx Staff and all other information related to the above.

All information not of public record that is exchanged pursuant to this Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such) shall be treated as confidential. Registered Administrator or Registered Users obtaining such confidential information through this Agreement shall use it only as necessary to carry out the purposes of this Agreement or as necessary to comply with national law, rules or regulations. Registered Administrator or Registered Users obtaining confidential information through this Agreement shall not disclose its contents except as necessary as duly authorised representative of the Subscriber Company to carry out the purposes of this Agreement or as necessary to comply with national law, rules or regulations. The obligation to protect the confidentiality of information shall survive the termination of the agreement for a period of three years provided that all iBank Lite, TV Ad Indx Data related information disclosed by TV Ad Indx shall remain confidential for ever-after.

The obligation to maintain confidentiality of the foregoing information shall not extend to any such information which (i) is known to the public (through no act or omission of you in violation of this Agreement); (ii) is lawfully acquired by you from the independent source having no obligation to maintain the confidentiality of such information; (iii) was known to you prior to its disclosure under this Agreement; (iv) was or is independently developed you without breach of this Agreement; (v) is required to be disclosed by governmental or judicial order, in which case you so required shall give TV Ad Indx prompt written notice, where possible, and use reasonable efforts to ensure that such disclosure is accorded confidential treatment and also to enable TV Ad Indx to seek a protective order or other appropriate remedy.

7. USER REGISTRATIONS AND CONFIDENTIALITY

You will need to be Registered Administrator or a Registered User if you wish to access and use iBank Lite and TV Ad Indx Data. Only an authorised and Registered Administrator may create Registered Users and manage User Rights.

To become a Registered Administrator or Registered User, you are required to:

(i) Complete the online membership process, provide true, accurate, current and complete information on the

online Registration application form.

(ii) Maintain the confidentiality of your login details including User security password. You are fully responsible for

all activities that occur when you are logged on as an iBank Lite User. You agree to immediately notify us

of any unauthorised use of your User login details or any breach of security of which you become aware. If

you permit a third party to use your membership login details, in breach of this Agreement, you will be fully

responsible for all activities which occur when such third party is using iBank Lite and such third parties will be

bound by this Contract as if they were you.

(iii) Agree not to log on to iBank Lite using another iBank Lite User’s login or to use any false name or a name that you are not authorised to use.

8. YOUR REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION OF TV AD INDX

You represent and warrant that you are authorised on behalf of your Company to enter into this Agreement and comply with its terms. Furthermore, you represent and warrant that you will at any and all times meet with your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of iBank Lite and TV Ad Indx Data.

You agree to indemnify TV Ad Indx costs and expenses, including legal fees, arising out of a breach or any violation by you of this Agreement. This paragraph shall survive expiry or termination of this Contract howsoever arising.

You agree to indemnify, defend and hold TV Ad Indx and the TV Ad Indx Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of iBank Lite Software, or (d) use and/or modification of iBank Lite.

You shall not be entitled to assign its duties, obligations, liabilities and responsibilities under this Agreement either in whole or in part, without the prior written consent of TV Ad Indx.

You agree that TV Ad Indx may enforce its rights under this Agreement against you directly in its own name

9. PRIVACY

iBank Lite may track Users’ queries and their usage of iBank Lite for security and statistical purposes. This information is for TV Ad Indx’s internal use only and is not shared with any third party. For more information, contact iBankLite@tvadindx.com. TV Ad Indx may also use cookies to provide information about Users’ preferences so that it can optimise iBank Lite.

10. TERMINATION

This Agreement will be effective as of the Effective Date and shall remain in force for a period of One Year and can be thereafter be automatically renewed along with your Company’s renewal to TV Ad Indx’s Subscription Services or otherwise in accordance with the provisions of this Agreement.

This Agreement will remain effective until terminated by either TV Ad Indx or your Company as set forth below.

Your rights under this License will terminate automatically without notice from TV Ad Indx if you fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you shall cease any and all use of iBank Lite and TV Ad Indx Data.

You agree that your non-exclusive license to use iBank Lite and TV Ad Indx Data will terminate if you violate restrictions covered in this Agreement. TV Ad Indx will also take legal recourse and apply the most severe criminal charges against you under Indian and International Copyright and Intellectual Property Rights laws to protect its data and Intellectual Property Rights and recover all direct and economic losses of revenues, profits, contracts and businesses arising from misuse, duplication of TV Ad Indx Data and /or iBank Lite.

Without limiting other remedies, TV Ad Indx may limit, suspend, or terminate your license and your use of iBank Lite and TV Ad Indx Data, prohibit access to TV Ad Indx Websites and delete your User Accounts and/or User ID, with immediate effect, if TV Ad Indx thinks that you are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.tvadindx.com, infringing someone else’s intellectual property rights, engaging in fraudulent or illegal activities, or for other similar reasons.

You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that you will meet with the conditions as set forth in this Agreement.

This Agreement and License may be terminated by the parties hereto immediately upon notice if the other Party:

(a) becomes insolvent

(b) files a petition for winding -up

TV Ad Indx will not be liable in respect to any damage caused by the termination of this Agreement.

TV Ad Indx may modify or terminate its iBank Lite and other services from time to time, for any reason, and without notice, including the right to terminate with or without notice, without liability to you, any other User or any third party.

11. NOTICES

All notices which you are required to give to us shall be effective only if it is writing and deemed duly given when (i) delivered by hand, OR (ii) three days after being given to a reputed courier addressed to “iBank Manager, c/o TV Ad Indx, G 94-97, Triveni Commercial Complex, Sheikh Serai Phase 1, New Delhi 110 017” AND made via email to iBankLite@tvadindx.com. TV Ad Indx will send notices by email to your Company’s Registered Administrator. If we send you an email, it shall be deemed to be delivered within 24 hours after sending unless we receive notification that such email has not been successfully delivered.

You will monitor the TV Ad Indx Website in order to ensure that you are aware of any changes in the applicable legal documents. In the event you do not agree on any changes in any applicable legal document, you will immediately cease any and all use of iBank Lite and TV Ad Indx Data TV Ad Indx Data from all hard drives, networks and other storage media and destroy all copies of iBank Lite and TV Ad Indx Data in your Company’s possession or control.

12. DISCLAIMER OF WARRANTIES

iBank Lite and TV Ad Indx Data are licensed to you “AS IS”. TV Ad Indx makes no representations or warranties, express or implied, regarding the accuracy of any TV Ad Indx Data from in the TV Ad Indx archives and servers. TV Ad Indx reserves the right to delete data from the TV Ad Indx Archives and Servers or to change data categories for any cause that TV Ad Indx deems sufficient. No warranty is made that iBank Lite and TV Ad Indx Data are error-free or that functioning of iBank Lite will be uninterrupted. TV Ad Indx is not obligated to provide you with any new enhanced or additional data or categories that TV Ad Indx may choose to provide in the future and is free to discontinue its offline and online services at any time.

TV Ad Indx disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in iBank Lite results. TV Ad Indx disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. TV Ad Indx disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the TV Ad Indx website.

13. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL TV AD INDX BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE iBank Lite, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, OR OTHERWISE) AND EVEN IF TV AD INDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TV AD INDX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUT OF RUPEES ONE HUNDRED (Rs 100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

14. COMPLETE AGREEMENT AND LICENSE; GOVERNING LANGUAGE

TV Ad Indx reserves the right to modify this Agreement from time to time without notice. This Agreement does not constitute the entire Agreement between the TV Ad Indx and you with respect to the use of iBank Lite licensed hereunder. Your Company is required to accept the End User Agreement and License for the installation of iBank Lite and accept additional terms and conditions if you choose to use TV Ad Indx’s online websites. This supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by TV Ad Indx.

15. ASSIGNMENT

TV Ad Indx is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.

16. CONSIDERATION

In consideration of TV Ad Indx entering into this Agreement for access to and the limited use of iBank Lite, your Company hereby agrees and undertakes to pay to TV Ad Indx fees or charges defined in a separate Subscription Agreement.

17. DISPUTE RESOLUTION

If any dispute arises between you and TV Ad Indx in relation to this Agreement, then both the Parties shall meet to discuss the matter and shall negotiate in good faith to endeavour to resolve the matter. In the case of failure by the Parties to resolve the dispute in the manner set out above within 30 working days from the date of receipt of dispute notice sent by either party, the dispute shall be referred to arbitration under the Indian Arbitration & Conciliation Act, 1996 by a panel of three arbitrators. You will appoint one arbitrator and TV Ad Indx will appoint one arbitrator. The two arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be held in New Delhi, Republic of India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on both the Parties. Each Party will bear the cost of preparing and presenting its own case and the cost of arbitration shall be shared equally unless the award provides otherwise.

18. JURISDICTION AND GOVERNING LAW

This Agreement shall be governed and interpreted in accordance with the laws of the Republic of India. The Courts of Delhi shall have exclusive jurisdiction in case of any dispute arising out of, resulting from or relating to this agreement. This shall not be deemed to in any manner detract the force of the Clause 17 above.

This Contract shall be governed and interpreted in accordance with Indian Law and your Company hereby irrevocably submits to the exclusive jurisdiction of the New Delhi courts.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO USE iBANK LITE SOFTWARE AND TV AD INDX DATA, YOU, ON BEHALF OF YOUR COMPANY, EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO TV AD INDX THE RIGHTS SET FORTH HEREIN.