INTECH RESEARCH GROUP

IRG GDP GENERATION LICENSE

(Online End-User License Agreement)

License ID: ________________

The License is to provide access to and use the GDP App owned by Intech Research Group (called the ‘Licensor’) to the Licensee that describes the rights to use the App and his obligations and liabilities thereunder. The licensee should review the entire license because all the terms are important and together create the License.

By accepting these terms, the licensee agrees to all of them and consents to the transmission of certain information during activation and for internet-based features of the software. If the licensee does not accept and comply with these terms, the licensee may not use the software or its features.

We do not sell our software, and no rights are transferred. We only have a license to use it. The components of the software are licensed as a single unit. The License is for direct use of the software through the input mechanisms of the licensed computers, such as a keyboard, mouse, or touch-screen, on the licensee's desktop and laptop computers, and smartphones. The licensee may install the software on a server for use by or through other computers or devices connected to the server over an internal or external network.

These terms help define the relationship between the licensee and us and between the licensee and the holders of the GDPs and the Beneficiaries. Broadly speaking, we permit the licensee to use our services if the licensee agrees to follow these terms, which reflect how our business works and how we earn money. When we speak of "The Licensor”," "we," "us," and "our," shall mean Intech Research Group and its affiliates, excluding any local entities based in India.

Besides these terms, we also publish a Privacy Policy. Although it's not part of these terms, we request that the licensee read it to better understand the terms of the license and the use of the App.

Licensor

We hold the rights to assign the license to generate and sell the unique, innovative proprietary tradable hedge-cum-investment IRG Products named GDPs. We hold the rights under the terms of the assignment of the Intellectual Property Rights (IPR) by Mr. Rohit Tidke, who owns the IPRs for IRG Products. We have developed the IRG-GDP portal at www.irg-gdp.com as application software to generate and conduct transactions in GDPs and have the unobstructed and free right to provide the user license to others. The GDPs are to be generated and transacted exclusively on our IRG-GDP portal. The IRG Products are defined and detailed, including their structure and operational specifications, in the book titled 'TROT Exchange – Redefining the World of Finance'^© authored by Mr. Rohit Tidke.

The License is to generate for sale the GDPs and use the GDP APP as the exclusive platform to generate and transact in them, provided by Intech Research Group, operating under the laws of India, having its office at 8, 69/E, TPS-3, Santacruz East, Mumbai, India.

The licensor is free to assign his rights arising under this assignment of the license or rights, at his option, to any person.

Definitions and Interpretations

Definitions

1. ‘24-carat gold’ means 99.95 purity gold in any form readily saleable in the local market at its market price, inclusive of duties and taxes as applicable.

2. 'Base Gold' is the equivalent 24-carat gold quantity earmarked by the Beneficiaries as the base gold for the generation of the GDPs by the Licensee under the License.

3. ‘Beneficiary’ means the eligible customer of the Licensee for whom he has generated the GDPs under the terms of the License and continues to be the eligible customer till he continues to own and possess the gold ornaments earmarked for the generation of the GDPs.

4. ‘Corpus Fund’ means the corpus fund maintained for the Licensee and utilised for the purposes specified in the terms of this License, comprising the Base Gold earmarked and the investments representing it.

5. ‘Corpus Fund Account’ means the Corpus Fund Trustee bank account for the Licensee, opened and operated in accordance with the Corpus Fund Trustee Account provisions of this License.

6. ‘Foreign currency’ means a currency recognized as foreign currency by the Reserve Bank of India.

7. ‘Listed GDPs’ means the activated GDP units generated under the License and registered by Intech Research Group on the Blockchain on their sale by the Licensee through the Corpus Fund as freely tradable GDP units.

8. ‘GDP’ means Gold-Denominated Products as a right to claim its Benchmark value by sale from any jeweler registered on IRG-GDP portal, the rights as Blockchain registered, freely tradable on IRG-GDP portal, generated by the Jeweler under the provisions of these Presents and shall include bonus GDPs.

10. ‘IRG-GDP portal’ means a web-based platform to upload and download information from different sources, display it in a single user interface, and present its users with the relevant information for their context as a part of the GDP App Software and as a platform for electronic execution of the trade in the GDPs and any transactions related thereto including their trading, gift, donation, transmission, swapping, recall, surrender, creating a charge on the GDPs, or earmarking of the GDPs. It shall include its versions as may be introduced from time to time in the future.

11. "IRG system" means the information technology solutions provided by Intech Research Group as part of the entire software solution offered as GDP Application software.

12. ‘Unlisted GDPs’ means the GDP units held by the Beneficiaries and representing the value of the base gold owned by the beneficiaries earmarked for generation of the GDPs under the terms of the License and shall include the GDPs generated to meet the Shortfall and held by the beneficiaries and have not been activated for registration on the Blockchain.

    Interpretations

    In these License terms, unless the context otherwise requires:

    a) The headings in the License terms are written for convenience and shall be ignored in construing the License terms unless the context otherwise requires.

    b) Words denoting gender shall include all genders.

    c) Words using the singular or plural number include the plural and singular number, respectively.

    d) 'Person' to include a legal person.

    Meaning of any words and phrases written in the License terms needing further clarity shall be construed in light of the explanations and illustrations provided in the book titled ‘TROT Exchange – Redefining the World of Finance’.

    Grant of the License

    The license is a limited, not assignable, and specific purpose license granted to the licensee on the terms and conditions and the consideration provided in the License terms to generate the GDPs.

    IRG system shall allot an ID for each of the GDP generated under the license including the bonus GDPs and upload them on the Blockchain.

    The GDPs shall be offered for sale exclusively on the IRG-GDP portal and any transactions relating to the GDPs shall be conducted exclusively through the IRG-GDP portal.

    Software in our services

Some of our services include downloadable software. We give the licensee permission to use that software as part of the services. The license we give is non-assignable, which means the licensee is not allowed to assign the license to anyone else

Some of our services include software that is offered under open-source license terms that we make available to the licensee. Sometimes there are provisions in the open-source license that explicitly override parts of these terms, so please be sure to read those licenses.

The licensee is not to copy, modify, distribute, sell, or lease any part of our services or software.

Develop, improve, and update our services

We endeavor to incorporate new technologies, features, and utilization of artificial intelligence to provide the licensee with better and faster services, and more secured transactions. As part of this continual development, we may add or remove features and functionalities, increase or decrease limits to our services, and start offering new services or stop offering old ones. When a service requires or includes downloadable software, that software sometimes updates automatically on the licensee's device once a new version or feature is available.

If we make material changes that negatively impact the Licensee's use of our services or if we stop offering a service, we'll provide the licensee with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. We’ll also provide the licensee with an opportunity to export the Licensee's content, subject to applicable laws and policies.

Permission to use the Licensee's content

Some of our services are designed to let the licensee upload, submit, store, send, receive, or share the licensee's content. If the licensee chooses to upload or share content, the licensee shall have the necessary rights to do so and the content is lawful.

The permission we give the licensee to use our services continues as long as the licensee is not terminated under the License terms. We retain any intellectual property rights we have in the services.

To maintain a respectful environment the licensee must follow these basic rules of conduct:

• comply with applicable laws, including export control, sanctions, anti-money laundering laws

• respect the rights of others, including privacy and intellectual property rights

• not to abuse or harm anyone or incite the violation of applicable laws

• not to abuse, harm, interfere with, or disrupt the Licensor’s services and the systems.

When we bring the licensee search results, we respect standard usage restrictions that website owners specify in their website's code that shall be adhered to by the licensee.

License

The licensee retains the intellectual property rights that the licensee has in the licensee’s content. The licensee may have the right to share someone else's creative content if they've given the licensee their permission. We need the licensee's permission without charge if the licensee's intellectual property rights restrict our use of the licensee's content. The licensee has been deemed to have provided us with that permission through the License. The License covers the licensee's content if that content is protected by intellectual property rights. The License doesn't affect the licensee's privacy rights and it's only about the Licensee’s intellectual property rights. The License doesn't cover these types of content publicly-available factual information that doesn't require a license because it's considered common knowledge that everyone's free to use. The Licensee’s feedback and suggestions to improve our services shall not have any intellectual property rights.

Our Rights

The License allows us to:

• Host, reproduce, distribute, communicate, and use the licensee’s content — for example, to save the licensee’s content on our systems and make it accessible from anywhere to any of our licensees.

• publish, publicly perform, or publicly display the licensee’s content, if the licensee has made it visible to others

• modify and create derivative works based on the Licensee’s content, such as reformatting or translating it

• sublicense these rights

License Activation

During activation, the software will send information about the software and the Licensee’s computer to us. This information includes the version, license version, language, and product key of the software, the Internet protocol address of the computer, and information derived from the hardware configuration of the computer. Some changes to the Licensee’s computer components or the software may require the re-activation of the software.

During online activation, if the licensing or activation functions of the software are found to be counterfeit or improperly licensed, activation will fail. The software will notify the licensee if the installed copy of the software is improperly licensed. In addition, the licensee will receive reminders to obtain a properly licensed copy of the software.

License period

The license shall be valid for a period till all the GDPs generated under the License are bought back through the Corpus Fund and canceled as per the terms of the License. It shall be subject to termination of the license earlier as provided in the terms of the license. The license will end on the date provided in the terms of the termination of the license.

License area

The licensee may generate the GDPs from anywhere in the world. He may use the software from anywhere and from any device the world over.

Consideration

In consideration of the grant of the license, the licensee shall pay us 2% (two percent) of the proceeds of the sale of the GDPs by the licensee from time to time deposited in the Corpus Fund Account for the license granted on the License terms. The consideration amount shall be added with VAT, GST, or any other taxes or duties as may be levied under the laws and rules as applicable.

Payment of the Consideration

The Licensee shall pay Rs. 5,00,000 (Rupees five lakh only) as the License activation charges. It shall be paid to us on activation of the License.

The licensee shall pay us additional consideration at 2% (Two percent) of the value of GDPs to be generated and sold by the Licensee from time to time. It shall paid to on:

1. 0.05% of the value of the GDPs to be generated to be paid to us on uploading a request by the Licensee to generate the GDPs

2. 1.95% shall be paid to us by the licensee at the time of and out of the collection of the GDPs’ sales consideration.

   The licensee may deduct the tax at source as may be applicable by the law of the country from the consideration from time to time to be paid to us. The licensee shall provide the certificate or proof of the tax deducted including the withholding tax deducted at source and paid to the Government to our credit. No deduction of the tax at source shall be made unless it is evidenced by the certificate of its payment to our credit.

   The licensee shall avail at his cost the permissions or approvals as may be required to remit the consideration payable to us. Laws of certain countries may provide for permission or approval of authority before the remittance. The licensee shall avail such permission or approval sufficiently in advance to remit the consideration payable to us in time as above. Permission or approval may be needed if it involves the remittance of the consideration in a currency other than the local currency of the licensee.

   We shall provide the licensee with our bank account details as required for payment of the consideration to us. We may change the banking details from time to time and inform the licensee before the due date for the payment of future amounts. You shall pay the consideration due to us from time to time by remittance to such bank account.

   Breach of any above provisions pertaining to payment of the consideration, including delay in payment thereof shall deemed to be a material breach of the License terms.

Rights of the Beneficiaries

The Beneficiaries shall be entitled to:

1. Receive the Bonus GDPs as a credit to his account under the provisions of the License terms

2. Exit any time by uploading his request to exit online on the IRG-GDP portal and collect the remainder of the Corpus Fund representing his share, as provided in the terms of the License

3. Have access to view operations of the Corpus Funds and receive on-demand its status and performance reports

   Rights of the GDP Holders

   Ownership of the GDPs shall be determined as per the updated transactions executed on the IRG-GDP portal and evidenced by Blockchain records of the ownership of the GDPs.

   Holders of the GDPs shall be entitled to:

1. Surrender to the licensee any number of GDPs held in his name to claim and collect their Benchmark value in 24-carat gold anytime from any GDP licensee enlisted with us. He shall pay the duties and taxes as may be applicable. He shall additionally pay the making charges of the licensee in case the gold is claimed in the form of ornaments.

2. Claim bonus GDPs as proportionately credited to the wallets of the respective GDP owners as of the Bonus Date.

3. Conduct any online transaction in the GDPs through the IRG-GDP portal without any charge or fee.

4. Offer to sell any number of GDPs held in his name to any licensee enlisted with us at its Benchmark Price and the licensee shall buy them for and on behalf of the Corpus Fund, the consideration of which shall be paid out of the Corpus Fund.

5. Sell the GDPs from any location and collect the consideration in the local currency or any other freely tradable currency if acceptable in that country; provided that the IRG-GDP portal has enlisted the currency for payment of the consideration.

6. Swap the GDPs against any FTRs enlisted on the IRG-GDP portal at the ratio of their respective market prices.

7. Complain without any fee or charge to the Ombudsman as provided under these License terms.

8. Sell, gift, earmark on the GDP license terms, donate the GDPs standing in his name to any person, and on the terms and conditions and the price at his option.

9. To nominate a person or more than one person but not more than three persons to receive the GDPs in their respective names on his demise.

Corpus Fund

Corpus Fund Trustee Account

The Corpus Fund Trustee bank account for the Licensee (the 'Corpus Fund Account') shall be opened and held under one of the following, as elected by the Licensee and recorded at the time of onboarding:

(a) the Licensee opens and holds the Corpus Fund Account in his existing jewellery firm name with a bank of the rating and from the list provided on the IRG-GDP portal, and grants the Licensor read-only access to the transaction data of that account for monitoring and reconciliation; or

(b) where the Licensee does not open his own account and elects, in writing, for the Licensor to manage his Corpus Fund, the Licensor shall open the Corpus Fund Account in the Licensor's own name and manage it, such account remaining attributed to the Licensee for all reporting.

The Corpus Fund Account shall at all times operate under the Corpus Fund Mandate, being the standard document issued by the Licensor and shared with the Licensee, which is the sole basis for any authorised operation of the account. The Corpus Fund Mandate may not be altered by the Licensee or by the bank; the Licensee accepts the version in force or does not proceed.

Where the Licensor holds the Corpus Fund Account under (b) above, the Licensor alone operates the account and the bank acts on the Licensor's instruction only. The Licensee has no signing or instruction authority and authorises no debit; authorisation derives solely from the Corpus Fund Mandate. The Licensor shall grant the Licensee read-only access to the said account so that the Licensee may independently verify that the Licensor's records correspond to the records of the bank.

The Licensee shall not generate, activate, or sell any GDP unless the Corpus Fund Account is active, linked to the IRG-GDP portal by a verified feed, and operating under an accepted Corpus Fund Mandate.

The Licensee's exit is exercised through the Beneficiaries: upon the Beneficiaries' withdrawal of their earmarked gold, the investments of the Corpus Fund shall be liquidated, the GDPs bought back to the number issued, the resulting surplus or shortfall settled as provided in this License, and the Corpus Fund Account closed. The Licensor shall not obstruct this process.

The Corpus Fund Account details shall be uploaded on the IRG-GDP portal in the form provided; the Licensor shall confirm the same.

Generation of GDPs

The Licensee may generate GDPs under the terms of the license for and on behalf of the Licensee’s customers by uploading the duly filled-up GDP generation form along with the required details as provided on www.irg-gdp.com.

The number of GDPs the Licensee can generate per eligible customer shall not be less than 1,000 (one thousand) and not more than 10,000 (ten thousand) GDPs, and, in aggregate for all the Beneficiaries, shall not exceed 33% of the number of grams of 24-carat equivalent gold ornaments sold by the Licensee as per the GST/VAT paid invoices during the previous month and, further subject to the limit of the total number of GDPs as may be from time to time specified by us.

We shall generate the zero-value GDPs on verification of the details uploaded by the Licensee and credit the same to the Licensee’s Corpus Fund account maintained with us as Dormant GDPs to be activated by the Licensee before they are uploaded by us on the Blockchain.

Activation of GDPs

The Licensee shall activate the Dormant Units by contributing to the Corpus fund an amount being the 1-gram Gold price per GDP. Once uploaded, they become tradable on the IRG-GDP portal.

The Licensee shall sell the Units at the market value and utilize the sale proceeds to activate additional Units for their sale till all the dormant Units are activated. Their buyers may swap them for other IRG Products or gift or donate them. He may nominate any person to claim them after his demise.

We shall generate and credit 1 (one) GDP to the account of the Beneficiary for his every 9 (nine) GDPs activated by the Licensee. The GDPs credited to the Beneficiary's accounts shall rank pari-passu with the activated GDPs except that they shall not be charged, sold, or transferred, other than by transmission on the demise of the Beneficiary or exit of the Beneficiary from the Corpus Fund.

Benchmark Pricing

Being a standard product, the GDPs sold by any Beneficiary anytime from anywhere should have the same value. It is achieved by a universally standard method for valuation of the investment and expressing it in terms of gold at a rate quoted on LME. The portfolio investment and the Base Gold are to be valued as per international accounting standards and aggregated after converting the value in terms of gold at a price quoted in USD on LME. The consolidated value is divided by the aggregated number of GDPs to arrive at its value as quantity in grams of 24-carat gold as the benchmark price. It will be daily updated and prominently displayed on www.irg-gdp.com.

The GDPs bought back through the Corpus Fund pending their resale shall be treated as a part of the investment of the Corpus Fund.

The Corpus Fund shall, in accordance with the Corpus Fund Mandate, offer to buy the GDPs offered for sale, at the last Benchmark price, to be paid out of the Corpus Fund. Investments of the Corpus Fund may be liquidated as required for this purpose. The bought-back GDPs shall be offered for resale at their market price through the Corpus Fund. The sale proceeds shall be credited to and deposited in the Corpus Fund Account. The obligation to buy back GDPs through the Corpus Fund is subject to the limit that the total number of bought-back GDPs remaining unsold does not exceed the total number of GDPs generated and activated under the License.

Bonus GDPs

Bonus GDPs to be generated for allotment to the Beneficiaries shall be computed on a consolidated basis. The Bonus GDPs shall be generated on the last date of every quarter of a year (Called ‘Bonus Date’) and allotted to the Beneficiaries in proportion to the Base Gold earmarked by them. It shall be based on the consolidated performance of the Corpus Fund investment. You are requested to visit our website www.irg-gdp.com for the illustrated workings. We shall upload the Bonus GDPs on the Blockchain and they shall be at par with the GDPs sold by the Beneficiaries.

The Bonus GDPs shall be allotted in proportion to the Base Gold earmarked and credited to the respective wallets of the Beneficiaries. The allotment shall be subject to the confirmation by the Beneficiaries as per the OTP protocol to be provided by us.

Exit

The Licensee shall have the option to surrender the licence at will. On surrender, the gold purchased to date as part of the Corpus Fund investment shall be dealt with in accordance with the Corpus Fund Trustee Account provisions and the Corpus Fund Mandate, and the Licensee shall upload his resignation on www.irg-gdp.com. The Licensee shall cease to collect any more funds to buy gold and shall not be entitled to any benefit from the Corpus Fund on his exit.

The Licensee shall be deemed to have surrendered the licence if the Licensee's enlisted jewelry business ceases to exist for any reason or there is a change in the management of the business for any reason other than the business being inherited by his legal heirs.

We shall have the right to terminate the Licensee’s licence if in our opinion the Licensee’s activities are proving to be or likely to hurt the interest of Customers or hurt our reputation or our business interests or engage in unethical trade practices or there is a material breach of the License terms. We shall provide a 15-day notice specifying the purported acts or events, to the Licensee to contest the same. We shall place the notice and the Licensee’s reply to our notice if received, before the Ombudsman to decide on the termination of the Licensee’s licence. His decision shall be binding on both of us.

The termination of the Licensee’s licence shall have the same effect as if he had surrendered the licence.

The Beneficiaries shall have the option to exit simply by uploading their request on our website. We shall requisition the Administrator of the Corpus Fund to sell and liquidate the investment representing the Corpus Fund share of the Beneficiary. The proceeds shall be utilized to buy at the market value the number of GDPs of the Beneficiary earlier activated and sold. The balance, after deduction of the bank charges and taxes as may be applicable, shall be paid to the Beneficiary and his participation in the Corpus Fund shall stand closed. The GDPs standing in his name shall cease to exist.

Shortfall

The negative difference between the market value of the Corpus Fund investments and the aggregate value of the listed GDPs generated and sold under the License, at the Benchmark price shall be considered as the ‘Corpus Fund Shortfall’ (called ‘the Shortfall’) for the Corpus Fund.

In the event of the Shortfall exceeding 2% (two percent) of the aggregate value of the listed GDPs sold by the Beneficiaries, the Licensee shall meet the Shortfall by generating additional GDPs and selling them to the Beneficiaries at their Benchmark price, of an aggregate value matching the amount of the Shortfall. We shall update the website of such shortfall and generate the unlisted additional GDPs to be purchased by the Beneficiaries.

The Licensee shall earmark the gold owned and free of any charge as the additional Base Gold required to generate the Additional Unlisted GDPs. The additional base gold shall be earmarked by the Jeweller as part of the Corpus Fund gold in his existing jewellery firm.

The additional unlisted GDPs shall be offered to the Beneficiaries in the ratio of the gold respectively earmarked by them. No royalty and the up-front system support charges provided herein shall be payable for the unlisted additional GDPs generated. Its sale proceeds shall be deposited to the credit of the Corpus Fund Account and shall be invested as provided in the License terms.

The Licensee shall purchase the additional unlisted GDPs not purchased by the Beneficiaries, within 15 (Fifteen) calendar days from the date of their generation. He shall be deemed to be a Beneficiary having earmarked the gold of the matching value at the LME rate as on the date the additional unlisted GDPs purchased by him that shall entitle him to share income of the Corpus Fund and the Bonus GDPs in the ratio of the unlisted GDPs held as on the effective dates by the Beneficiaries including the Licensee.

The Licensee shall be free to sell the additional unlisted GDPs to any of the Beneficiaries on mutually agreed terms.

The listed Bonus shares generated by the IRG system in the future that are to be credited to the wallets of the respective Beneficiaries shall be swapped against the unlisted additional GDPs held by them. The swapped unlisted additional GDPs shall stand canceled and cease to exist. We shall update the IRG system records of the unlisted additional GDPs held by the Beneficiaries and inform them accordingly.

Alternatively, the Licensee shall earmark 24-carate gold owned by him and free of any charges or claims, of value at its LME rate equivalent to the amount of the Shortfall and that it shall be earmarked as part of the Corpus Fund gold in the Licensee’s existing jewellery firm. The earmarked gold shall be released from the earmark and revert to the Licensee’s free ownership in proportion to the reduction in the Shortfall amount in the future as advised by us. We shall have the right to physically verify the earmarked gold anytime by our any authorized Service Provider.

Other Obligations of the Licensee

The licensee shall pay taxes, stamp duty, and duties payable on the generation and selling of the GDPs as applicable and payable per the applicable laws of the country in which the GDPs are generated and sold by the licensee. He shall recover the same from the proceeds of the sale of the listed GDPs.

The licensee shall promote the sale of the GDPs at his cost. The licensee may upload his content for digital promotion including videos on the IRG-GDP portal. We shall endeavor but without obligation, to promote on the IRG-GDP portal the GDPs for their sale targeted to the market makers, the GDP buyers, and the households registered with us without any additional charge to the licensee. The licensee at his option and his cost may offer incentives or discounts to bulk and/or retail GDP buyers or GDP advisors/agents.

Promptly update daily gold transaction summary and the opening and closing stock of gold in the form as may be prescribed by us and provided on our website www.irg-gdp.com.

Provide access to auditors as we may appoint for the physical verification of the gold earmarked under the Licensee’s certification for and on behalf of the Corpus Fund, verification of the information uploaded by him on the IRG-GDP portal, and reconciliation of the gold stocks of the Licensee’s establishment.

We may require the licensee to avail insurance cover against loss of the gold due to theft or for any reason resulting in the loss on account of the required gold not being available for ready sale at the market value for 24-carat gold. The licensee shall avail the insurance at his and name the Corpus Fund as its beneficiary. He shall upload the insurance policy details on the website provided by us. The licensee shall be free to terminate the License in the case he fails to or does not want to avail of the insurance.

The licensee shall conduct the business diligently and with the prudence normally expected from it to ensure the protection of the rights of the holders of the GDPs.

the licensee shall not sever or part with any revenue stream or directly or indirectly transfer the business or any part of it or do anything that may cause any revenue or benefit occurring to the licensee is diverted to any other person unless, on the 7-days prior notice to be uploaded on the IRG-GDP portal and closure of the Corpus Fund account in terms of the Corpus Fund Trustee Account provisions of this License.

Ombudsman

We, at our cost, shall nominate a former senior judicial person in consultation with the law firm enlisted on the IRG-GDP portal as an Ombudsman to resolve the disputes between us, the licensee, the Beneficiaries, and the GDP holders.

Any person directly affected due to non-fulfillment of an obligation under the terms of these Presents, may submit a written complaint through the IRG-GDP portal providing details of the dispute and of the transaction and his claim for the loss, damages, and costs. The licensee shall expeditiously provide the information and documents to the Ombudsman as he may requisition.

If any dispute arises during the subsistence of the License or thereafter, in connection with the validity, interpretation, implementation, or alleged breach of any provision of these terms of the License, including a dispute and the termination of the License, such dispute shall be referred to the Ombudsman to resolve such disputes. All the references to the Ombudsman herein shall be deemed to be made to the arbitrator. His order shall be binding on the Parties to the dispute including the GDP holders. The cost of the arbitration shall be borne equally by the parties hereto.

The Parties hereto, in the absence of the Ombudsman having not been appointed or the position has fallen vacant for any reason, shall appoint a sole arbitrator or in case of disagreement as to the appointment of the sole arbitrator to three arbitrators, one of which will be appointed by each Party and the third appointed by the two arbitrators.

The arbitrator's award shall be substantiated in writing and the parties hereto shall submit to the arbitrator's award and the award shall be enforceable in any competent court of law. The arbitration shall be subject to the Arbitration and Conciliation Act, 1996 as may be amended from time to time.  The Arbitrator/s will conduct the Arbitration in accordance with its rules for the conduct of Arbitration proceedings then in force and applicable to the proceeding. The seat and venue of arbitration shall be Mumbai. The proceedings shall be undertaken in English.  The arbitration award shall be final and binding on the parties.

IRG system Support

Our GDP App Software is to provide AI-assisted software solutions to the licensee to generate the GDPs, a trading platform to execute and update the transactions to Blockchain, generate MICS and analytical reports, and display the notifications, system monitoring of the obligations under the License terms, to initiate corrective actions, and provide a platform for networking of the other licensees including the service providers. The licensee is advised to carefully read its manual to understand the capabilities and facilities offered by the App.

We shall have an unhindered right to promote our services, any other GDPs, and the businesses and services of the participating licensees through the App.

We shall provide a dedicated cloud server to the licensees for secured execution of the online transactions, uploading the information as his database for the transactions relating to the GDPs sold by him. The licensee shall have exclusive access to the server subject to the server functioning as a node of our private Blockchain platform for verification and updating of the transactions. The licensee shall conduct the transactions in and relating to the GDPs exclusively through the IRG system.

IRG system shall nominate the Ombudsman, audit firm, the Corpus Fund administrators as required to be appointed under the terms of the License. Their cost, including their fees and salaries, shall be recovered from the respective Corpus Funds in proportion to the market value of their investments.

The IRG system shall generate notifications as required to be displayed on the IRG-GDP portal by the licensee or by the Ombudsman but have failed to do so.

We shall have the option to update the system and provide the updated system free of cost to the licensee.

The licensee may suggest alterations, modifications, and corrections to be carried on by us without any additional charge, and we shall verify and test it at our cost and expense before its implementation and integration with the existing system.

We may enter into an arrangement with any third party or parties to provide the IRG system as a consolidated solution or in parts to be provided by the different persons and that shall be deemed to be the IRG system solution provided by us under these Terms.

The licensee shall adopt his existing business software solution at his cost to update his records of the transaction in the GDPs and to generate the notifications and the information required to be uploaded on the IRG-GDP portal. We shall provide the information and the technical details as required by him for the system integration without any additional charge.

Termination of the License

We shall have the right to terminate the License and initiate the process for closure of the Corpus Fund in the event of:

• All the Beneficiaries desire and consent to the closure of the Corpus Fund

• The aggregate market value of the investments of the corpus fund has depreciated below the aggregate contributions to the Corpus Fund

• The Licensee failing to purchase the additional unlisted GDPs as provided herein within 15 (fifteen) days from the date of their generation.

• The Corpus Fund has booked losses for an accounting year, and, in your opinion, it is unlikely to book profit in the near future

• Continuing operations of the Corpus Fund, in our opinion, has become impossible or economically unviable

The cost of the termination process including legal fees and the court fees shall be met out of the Corpus Fund.

Termination of the Corpus Fund

The Beneficiaries may collectively upload their request to close the Corpus Fund. We shall appoint a competent person to initiate the termination process as per the laws of the country.

The Licensee may upload his request to close the Corpus Fund. We shall appoint a competent person to initiate the termination process as per the laws of the country.

We may initiate the closure process for the Corpus Fund in the event of the Corpus Fund operations becoming economically unviable in the interest of the Beneficiaries, due to any legal requirement, or for any reason leading to the impossibility of continuing the Corpus Fund operations.

On initiation of the Corpus Fund closure process, all the investments made out of the Corpus Fund shall be liquidated and utilised, in accordance with the Corpus Fund Mandate, to purchase from the market the number of the GDPs but not more than the total number of the activated GDPs including the bonus GDPs.

On closure of the Corpus Fund as per the order of the competent court, we shall cancel the GDPs generated and sold by the Licensee by replacing the canceled GDPs held in the different wallets registered on the Blockchain as swap by those bought back through the Corpus Fund and update the Blockchain register accordingly.

Warranties and Liabilities

We provide the IRG-GDP portal as an App using reasonable skill and care. If the software app does not meet the quality level, the licensee shall inform us and we shall work with the licensee to resolve the issue faced by the licensee. We shall not be liable for any damages or claims resulting from any deficiency in the software program or the IRG-GDP portal not meeting any specific requirement of the licensee.

We do not provide any assurance of the GDPs as a product being compliant with laws or regulatory compliances as required of the country of the licensee. The licensee is advised to independently confirm the legal compliances and the regulatory requirement as may be applicable for the generation and the sale of GDPs as per the laws of his country.

The licensee shall indemnify the Licensor, its directors, and employees for any third-party legal proceedings or action by any government authority arising out of or relating to unlawful use of the rights under the License. The indemnity shall cover any liability and expenses arising from any claims, losses, damages, fines, penalties, or judgments.

We shall not be responsible for and liable to compensate the Licensee for any loss of profit, revenue, business opportunities, goodwill, or anticipated savings or for any direct or indirect consequential loss. We shall not be responsible for and liable to compensate the Licensee for any loss, damages, or claims arising out of deficiency in the quality, quantity, delivery delays, or any act or omission on our part.

Any omission concerning the terms of the license shall be construed as our consent.

The Licensee shall not modify or alter or in any way attempt to change the programs, coding, and system forming part of the GDP App. We shall have the right to terminate the license upon our coming to the knowledge of any such incident and claim damages and losses from the Licensee as we deem fit.

We shall provide the licensee an advance notice before taking any action against the licensee for causing harm or liability or loss to us or the holders of any GDPs, the Service Providers, or any third party or results in violation of the law or orders of any government authority or leading to compromising integrity or security of our business. We shall provide in the said notice with the reason for the action and give the licensee an opportunity to present his say.

Indemnities

Party to the License terms shall indemnify, defend, and hold harmless the other Party with respect to any and all liabilities, obligations, losses, damages, suits, and other actions taken by third parties against the other Party and expenses by the reason of any breach of the representation and warranties contained in the License terms or any wrong or misleading information set forth in these License terms.

The Licensee shall promptly file a police complaint of hacking of his system or any attempt to hack it that may adversely affect the IRG system. He shall inform us of the event and provide a copy of the complaint to us without delay.

Other Terms of the License

Updating the License Terms

If we materially change these terms or service-specific additional terms, we’ll provide the licensee with reasonable advance notice and the opportunity to review the changes, except when we launch a new service or feature, or in urgent situations, such as preventing ongoing abuse or responding to legal requirements. If the licensee doesn’t agree to the new terms, the licensee should remove the licensee content and stop using the services. The licensee can also end the licensee relationship with us at any time by closing our service by Voluntary Recall of the GDPs.

Validity

After the termination of the License terms, we may continue to use the technical information, software, systems, and any facilities being used by the license till the period and for the limited purpose of fulfillment of its obligations towards the GDP holders for the GDPs sold during the subsistence of these License terms.

The rights and obligations of either of the Parties hereto by their nature survive the termination of the License terms and shall not be extinguished by its termination. The termination of the License terms shall not in any way affect or prejudice any right accrued to either party against the other prior to such termination.

Cumulative Rights

Any specific right or remedy of the Parties under the License terms whether provided herein or conferred by statute, civil law, common law, custom, trade, or usage is cumulative of all other rights and remedies and not alternative and may be enforced successively or concurrently.

Successors and Assigns

The license terms shall be binding on and inure to the benefit of the legal heirs, legal or personal representatives, successors, administrators, and assigns of the licensor, the licensee, and the GDP holders holding the GDPs generated and sold under the License.

Force majeure

Except concerning payment obligations under the License terms, no party shall be liable for, nor shall any such party be considered in breach of the License terms due to any failure to perform its obligations under the License terms as a result of a cause beyond its control, including any act of God or an enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or any natural disaster, disruption or outage of communications, power or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care called as Force Majeure Event.

Within 24 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending a message to the other party. In addition, the affected party shall provide to the other party within seven days of the occurrence of the Force Majeure Event a written explanation concerning the circumstances that caused the breach.

Irrespective of any extension of time, if a Force Majeure Event occurs and its effect continues for six months either Party to the License terms may give to the other a written notice of termination which shall take effect 15 (Fifteen) days after the date of the notice. If at the end of the 15 days, the effect of the Force Majeure continues, the license shall stand terminated.

Confidentiality

The obligations of confidentiality shall not apply to any information that is:

(a) Developed independently by the Party;

(b) Known to the Party prior to its disclosure by the disclosing Party;

(c) Has become generally available to the public by virtue of its disclosure by the receiving Party;

(c) Required to be provided in any report, statement, or testimony submitted to any governmental regulatory body;

(d) Required in response to litigation any summons or subpoena or in connection with any litigation, or

(e) Required to comply with any law, order, regulation, or ruling applicable to any Party hereto;

Provided that prior to any disclosure in respect of a request to disclose confidential information as above, the disclosing Party shall first notify the other Party owning such Confidential Information, who shall then have the opportunity to respond to and/or dispute such request. The provisions of this Clause shall survive the termination of the License terms including any extension of term hereof and shall continue for 2 years from the date of termination.

Following termination of the License terms for any reason whatsoever, the Parties shall by themselves return all Confidential Information to the owner thereof in whatever media it may be contained.

The parties hereto acknowledge and agree that the covenants and obligations with respect to confidentiality set forth above relate to special, unique, and extraordinary matters, and that a violation of any of the terms of such covenants and obligations will cause the owner of such property irreparable injury for which adequate remedies are not available at law. Therefore, the Parties agree that the aggrieved party shall be entitled to enforce the covenants set forth above and shall be entitled to an injunction, restraining order, or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party from committing any violation of the covenants and obligations contained in this Clause. These injunctive remedies are cumulative and are in addition to any other rights and remedies we may have at law or in equity.

Limitation of liability

Except and other than the obligations of the Parties hereto specifically provided in the License terms, no Party shall be liable for delay or default in the performance of its obligations due to contingencies beyond its control, such as fire, flood, civil commotion, earthquake, war, strikes or government action. If any Party is prevented by force majeure from performing its obligations under these License terms, such Party shall promptly notify the other Party to that effect.

In the event such force majeure continues to exist for a continuous period of six (6) months, the Parties shall decide the course of action, which may include temporary suspension of the License terms or its termination.

In the event of temporary suspension beyond 6 (six) months or apparent sustained impossibility to perform the obligations under the License terms for any reason whatsoever, either of the Party hereto shall have the right to terminate the License terms by one month's notice in writing to the other Party.

Reservation of rights

No forbearance, indulgence, relaxation, or inaction by either Party at any time to require performance of any of the provisions, of the License terms shall in any way affect, diminish, or prejudice the right of such Party to require performance of that provision and any waiver or acquiescence by either Party of any breach of any of the License terms shall not be construed as a waiver or acquiescence of any right under or arising out of the License terms, or acquiescence to or recognition of rights and/or positions other than as expressly stipulated in these License terms.

Partial invalidity

If any provision of the License or the application thereof to any person or circumstance becomes invalid or unenforceable to any extent, the remainder of the License terms and the application of such provisions to persons and circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of the License terms shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of the License terms shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the unenforceable provision.

Notices

All notices, consents, approvals, License terms, waivers, authorizations, acknowledgments, and all other communication, hereinafter called 'the Notices', shall be sent by a party to the License terms to another party in writing and shall be deemed to be given when sent to the respective addresses written hereinabove. The parties hereto agree to issue and receive notices by electronic means including by email.

The addresses and the details of the communication of the parties to the License terms to receive notices and any other communication under the License terms are hereby declared by the parties hereto as:

1. Intech Research Group

   Address: 8, Nandanvan, 4^th Road, TPS-3, Santacruz – East, Mumbai 400055, INDIA

   Contact details: email: info@irg-gdp.com, Mobile No. +91-9324287750 (WhatsApp)

2. (Licensee)

   Address:

Contact details:

The parties hereto shall inform the other parties hereto of the change in the address and/or the contact details by uploading the change on the IRG-GDP portal within two days from the date of the change.

Headings

The paragraph headings contained in the License terms are for the convenience of the Parties and shall not affect the meaning or interpretation of these License terms.

Settling disputes, governing law, and courts

Indian law will govern all disputes arising out of or relating to these terms, service-specific additional terms, or any related services, regardless of conflict of laws and rules. These disputes will be resolved exclusively in the civil court in Mumbai, India, and the licensee and we consent to personal jurisdiction in those courts.

To the extent that applicable local law prevents certain disputes from being resolved in a Mumbai court, then the licensee can file those disputes in the Licensee's local courts. Likewise, if applicable local law prevents the Licensee's local court from applying Indian law to resolve these disputes, then these disputes will be governed by the applicable local laws of the country of the licensee, the State, or the place of his residence.

Relationship

None of the License terms shall be deemed to constitute a partnership between the Parties hereto and no Party shall have any authority to bind or be deemed to be the agent of the other in any way, other than explicitly stated herein.

I have read the license terms and confirm the same'

Licensee's full name

Licensee's email ID

Licensee mobile No.

We shall email the executed License agreement to You that you are required to confirm by reply mail.