End-User License Agreement

1 Parties to This Agreement

Note on TallyPrime: TallyPrime software is developed and owned by Tally Solutions Pvt. Ltd. Suman Software Solutions Private Limited is an authorised reseller/partner only. Use of TallyPrime is additionally governed by Tally Solutions' own End-User License Agreement, which takes precedence for TallyPrime-specific terms. This EULA governs TDL customisations, addon modules, and support services supplied by us.

2 Grant of License

Subject to your compliance with this EULA and payment of applicable fees, Suman Software Solutions Private Limited grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:

• • Install and use the licensed software (including TDL modules) on the number of systems or users specified in your purchase order
• • Use the software solely for your internal business operations
• • Make one (1) archival backup copy of the software solely for disaster-recovery purposes, provided it is not used simultaneously with the primary installation
• • Receive support and updates as included in your active AMC/TSS plan (if purchased); updates and new versions are not included in perpetuity and require a valid AMC or renewal

This license does not constitute a sale of the software or any copy thereof. All rights not expressly granted are reserved by the Licensor.

3 Restrictions

You must not:

• ✕ Copy, reproduce, or duplicate the software beyond what is necessary for backup purposes
• ✕ Reverse engineer, decompile, disassemble, or attempt to derive the source code of the software
• ✕ Sell, sublicense, rent, lease, loan, or distribute the software or any part thereof to any third party
• ✕ Modify, adapt, translate, or create derivative works based on the software
• ✕ Remove or alter any proprietary notices, labels, or marks on the software
• ✕ Use the software for any unlawful purpose or in violation of any applicable law or regulation
• ✕ Use the software on more systems or users than the license purchased permits
• ✕ Share credentials or license keys with any party outside your licensed organization

4 Intellectual Property

All intellectual property rights in the software, documentation, and related materials — including but not limited to copyrights, trademarks, trade secrets, and patents — remain the exclusive property of the respective owners:

• • TallyPrime software — © Tally Solutions Pvt. Ltd. All rights reserved.
• • TDL modules, add-ons, and customisations developed by Suman Software Solutions — © Suman Software Solutions Private Limited. All rights reserved.

You acquire no ownership rights by virtue of this license. Any feedback, suggestions, or improvements you provide to us may be used freely by us without obligation to you.

5 User Data and Privacy

In the course of providing our services — particularly Tally on Cloud and remote support — we may access your business data solely to the extent necessary to deliver the contracted service. We commit to the following:

• • Your business data remains your property at all times
• • We will not disclose, sell, or share your business data with any third party without your consent, except as required by law
• • Data accessed during support sessions will not be retained beyond the session unless expressly agreed
• • Cloud-hosted data is stored in secured environments with access controls

Data Backup Responsibility: You acknowledge and agree that it is your sole responsibility to maintain regular, independent, and secure backups of all your business data, database files, customisations, and configurations. Suman Software Solutions Private Limited shall not be held liable or responsible under any circumstances for the loss, corruption, deletion, or recovery costs of any data, even if such loss occurs during the provision of support, implementation, or cloud hosting services.

For full details on data handling, see our Privacy Policy.

6 No Warranty

The software and services are provided "as is" and "as available" without any warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the software will be error-free, uninterrupted, or meet your specific business requirements. For TallyPrime-specific warranties, please refer to Tally Solutions Pvt. Ltd.'s warranty terms.

7 Limitation of Liability

To the fullest extent permitted by applicable law, Suman Software Solutions Private Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business, or goodwill, arising out of or in connection with your use of the software. Our total liability for any claim shall not exceed the amount paid by you for the specific product or service giving rise to the claim in the 12 months preceding the claim.

8 Term and Termination

This EULA is effective from the date you first install or access the software and continues until terminated.

• • Termination by You: You may terminate this EULA by ceasing use of the software and destroying all copies in your possession
• • Termination by Us: We may terminate this license immediately if you breach any term of this EULA, without prior notice
• • Effect of Termination: Upon termination, all rights granted under this EULA cease immediately; you must uninstall and destroy all copies of the software

Termination does not entitle you to any refund. Sections on Intellectual Property, Limitation of Liability, and Governing Law survive termination.

9 Governing Law and Jurisdiction

This EULA shall be governed by and construed in accordance with the laws of India, particularly the Information Technology Act, 2000, the Indian Contract Act, 1872, and the Copyright Act, 1957. Any dispute arising under this EULA shall be subject to the exclusive jurisdiction of the courts of Thane, Maharashtra, India.

10 Updates to This EULA

We reserve the right to update this EULA at any time. The updated version will be posted on our website with a revised "Last updated" date. Continued use of the software after any update constitutes your acceptance of the revised EULA.