END-USER LICENSE AGREEMENT (EULA)

By downloading, installing, accessing, or using the Software (including SaaS-hosted or Self-Hosted deployments), you:
   •  confirm that you have read this Agreement,
   •  accept and agree to be bound by it, and
   •  acknowledge that this Agreement supersedes any other terms or conditions you may seek to impose.
If you do not agree, do not install, download, or use the Software.

1.1 “Software” means Dhru’s e-commerce platform, including applications, APIs, modules, plug-ins, dashboards, updates, documentation, and related services, whether SaaS-hosted or Self-Hosted.
1.2 “SaaS License” means the right to access and use the Software hosted by Dhru on a subscription basis.
1.3 “Self-Hosted License” means the right to install and use the Software on your own server/domain under Dhru’s license restrictions.
1.4 “License Key” means an activation code, file, or mechanism used to validate and enforce licensing.
1.5 “Third-Party Components” means open-source libraries, APIs, payment gateways, shipping/SMS/email providers, or other third-party services used by or integrated with the Software.
1.6 “Updates” means patches, enhancements, bug fixes, or new releases made available by Dhru.
1.7 “Documentation” means user guides, admin guides, or knowledge base provided by Dhru.
1.8 “Applicable Law” means all laws, statutes, regulations, and orders relevant to the use of the Software, including but not limited to data protection, export control, and consumer protection laws.
1.9 “Lifetime License” means a license that permits continued use of the Software in its then-current version at the time support & maintenance expire, without entitlement to further updates, upgrades, or support unless renewed.

2.1 SaaS License. Subject to your compliance with this Agreement and timely payment of fees, Dhru grants you a limited, non-exclusive, non-transferable, revocable right to access and use the SaaS Software during your active subscription term.
2.2 Self-Hosted License. Subject to your compliance with this Agreement and timely payment of fees, Dhru grants you a limited, non-exclusive, non-transferable, revocable license to install and use one production instance of the Software on one licensed domain and one server per purchased license.
2.3 Domain Binding. Each Self-Hosted license is bound to the initial domain/server. Reissue or reassignment of a license to another domain/server is at Dhru’s sole discretion and may be subject to fees or new license purchase.
2.4 Scope of Use. Except as expressly permitted in this Agreement, no other rights are granted, whether express or implied.
2.5 Lifetime Licenses. If you purchase a lifetime license, you may continue to use the Software indefinitely in its then-current version. However:
   •  (a) Lifetime licenses do not entitle you to continuous updates, upgrades, maintenance, or support.
   •  (b) Updates, patches, and technical support are only provided while you maintain an active annual support and maintenance subscription.
   •  (c) If you do not renew your annual support and maintenance, you must continue using the last version you downloaded.
   •  (d) After support and maintenance expire, Dhru is under no obligation to provide further downloads, updates, or replacement copies of the Software. It is your responsibility to securely retain your last downloaded copy.

3.1 You may not sublicense, resell, lease, rent, or share the Software or any access credentials.
3.2 You may not reverse engineer, decompile, modify, or create derivative works of the Software.
3.3 You may not bypass or disable license validation, authentication, or telemetry mechanisms.
3.4 You may not use the Software for illegal, fraudulent, infringing, or abusive purposes.
3.5 You may not use the Software for benchmarking, training, or development of a competing product.
3.6 User Account Binding.
   •  Each license is permanently bound to the verified user account, including the registered email and verified phone number.
   •  The registered account details (email and phone) cannot be changed once activated.
3.7 Non-Transferability.
   •  Licenses are strictly personal to the account under which they were purchased and cannot be transferred, reassigned, or sold to another account or user.

4.1 The Software is licensed, not sold. All intellectual property rights remain the exclusive property of Dhru.
4.2 You acquire no ownership rights or interest in the Software, License Keys, or related IP.
4.3 Any feedback, ideas, or suggestions provided by you shall automatically become Dhru’s property without compensation.
4.4 Publicity. Unless you opt out by written notice, you grant Dhru a limited right to use your name and logo as a customer reference on websites and marketing materials.
4.5 Takedown. Dhru may remove or disable access to content alleged to be infringing and may terminate repeat infringers’ access.

5.1 The Software may include or interoperate with Third-Party Components.
5.2 By using the Software, you automatically accept and agree to all applicable third-party license terms.
5.3 Dhru makes no warranties, guarantees, or representations regarding Third-Party Components.
5.4 Failures, outages, policy changes, or restrictions of Third-Party Components are at your sole risk and Dhru shall not be liable.

6.1 You shall not engage in illegal, abusive, harmful, or infringing activities using the Software.
6.2 You shall not distribute malware, spam, or attempt unauthorized access.
6.3 The Software is not suitable for high-risk activities (including but not limited to medical, aviation, or safety-critical operations). You assume all risk for such use.
6.4 Export Controls and Sanctions. You shall not use the Software in or for the benefit of any country, entity, or individual subject to sanctions, embargoes, or export restrictions under Applicable Law (including OFAC, EU, and UN restrictions).
6.5 Fair Use. Dhru may throttle, rate-limit, or suspend access for excessive or abusive usage, automated scraping, load or penetration testing without Dhru’s prior written consent.
6.6 You may not use our software/services in violation of Indian, U.S., EU, or UN export control laws and sanctions regulations.

7.1 You are solely responsible for configuration, compliance, and operation of your e-commerce systems.
7.2 You are solely responsible for implementing and maintaining backups, disaster recovery, and data security.
7.3 You are solely responsible for your customer data, privacy obligations, tax compliance, and regulatory obligations.
7.4 Dhru shall not be liable for your lost sales, lost customers, downtime, misconfigurations, or business outcomes.

8.1 The Software may contain license validation, authentication, and telemetry mechanisms.
8.2 Dhru may collect technical data (including domain, IP, server configuration, modules, usage statistics) to validate licensing, improve security, and prevent abuse.
8.3 Dhru reserves the right to audit your use at any time, with or without notice.
8.4 If non-compliance is discovered, you shall immediately pay all applicable fees, penalties, and reimburse Dhru for reasonable audit costs.

9.1 SaaS Fees. Subscription fees are billed in advance and auto-renew unless cancelled.
9.2 Self-Hosted Fees. Payment in full is required before a License Key is issued.
9.3 All prices exclude applicable taxes. You are responsible for all taxes, duties, and withholdings.
9.4 Late or non-payment may result in suspension or termination of access.
9.5 Currency & Taxes. Fees are due in the currency specified by Dhru. Amounts are exclusive of taxes; you shall pay all applicable taxes and shall not withhold or set off amounts.
9.6 Late Fees. Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs.
9.7 No Set-Off. You shall not set off or withhold any amounts due to Dhru for any reason.

10.1 All sales of Self-Hosted licenses are final. No refunds are provided once the Software is downloaded or activated.
10.2 SaaS subscriptions are prepaid and non-refundable.
10.3 Trial or free accounts, if offered, are provided “as is” without warranties, without SLA, and may be revoked at any time.

11.1 The Software may automatically download and install updates.
11.2 Dhru may add, remove, discontinue, or modify features, modules, or APIs at any time, with or without notice.
11.3 Dhru shall not be liable if updates disable or break your customizations or third-party integrations.
11.4 Maintenance Windows. Dhru may perform scheduled or emergency maintenance and may temporarily suspend SaaS availability without liability. Reasonable efforts will be made to minimize disruption.

12.1 Dhru may update this Agreement at any time.
12.2 Updates are effective upon posting or notification (where required by law).
12.3 Your continued use constitutes acceptance of any modifications.
12.4 If you disagree, you must stop using the Software.
12.5 Order of Precedence. If there is a conflict, the following governs in order: (i) a separately signed order form/SOW, (ii) a signed DPA (if any), (iii) this EULA, (iv) Documentation/FAQs.

13.1 Dhru may suspend or terminate your access immediately if you breach this Agreement, fail to pay fees, or misuse the Software.
13.2 Dhru may also suspend or terminate your access for any reason or no reason, at its sole discretion.
13.3 Upon termination:
   •  SaaS access will be revoked, and data may be deleted per Dhru’s policies.
   •  Self-Hosted licenses must be uninstalled and all copies destroyed.
13.4 No refunds will be issued upon termination.
13.5 Dhru has no liability for suspension, termination, or deletion of data.

14.1 For SaaS deployments, Dhru may process customer data in accordance with its Privacy Policy.
14.2 For Self-Hosted deployments, you are the sole controller of data and solely responsible for compliance with data protection laws.
14.3 Dhru shall not be liable for unauthorized access, data breaches, or data loss.
14.4 Services may be restricted or terminated where required by Applicable Law, including export control or sanctions compliance.
14.5 Incident Notice (SaaS). If Dhru becomes aware of an unlawful access to SaaS systems that compromises your personal data, Dhru will use commercially reasonable efforts to notify you without undue delay, subject to security and legal constraints.

15.1 Dhru warrants that, at delivery, the Software will substantially conform to its Documentation.
15.2 Your sole remedy for breach of warranty is, at Dhru’s option, re-delivery of conforming Software or refund of fees paid in the preceding 12 months.
15.3 This limited warranty does not apply to beta/previews, third-party components, modifications, or misuse.

16.1 Except as expressly provided in Section 15, the Software is provided “AS IS” and “AS AVAILABLE”.
16.2 Dhru disclaims all implied warranties, including merchantability, fitness for purpose, accuracy, uptime, or non-infringement.
16.3 Dhru does not guarantee business outcomes, revenue, or compatibility.

17.1 To the maximum extent permitted by law, Dhru’s total liability under this Agreement shall not exceed the total fees paid by you in the 12 months immediately preceding the claim.
17.2 Dhru shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost customers, regulatory penalties, or business interruption.
17.3 All risks arising from the use of the Software remain solely with you.

18.1 You agree to indemnify and hold harmless Dhru, its affiliates, directors, officers, employees, and agents against any claims, damages, liabilities, costs, and expenses (including legal fees) arising from:
   •  misuse of the Software,
   •  disputes with your customers or regulators,
   •  violation of Applicable Law,
   •  third-party claims caused by your operations.

19.1 Dhru shall not be liable for delays or failures caused by events beyond its reasonable control.
19.2 Such events include but are not limited to: cloud outages (AWS, GCP, Azure), network failures, cyberattacks, denial-of-service attacks, natural disasters, strikes, government actions, or acts of war or terrorism.

20.1 Any non-public information disclosed by Dhru, including license keys, security information, pricing, and roadmaps, is Dhru’s confidential information.
20.2 You shall not disclose such information without Dhru’s prior written consent.
20.3 Notices. Legal notices to Dhru must be sent to: Dhru Cloud Private Limited, Email: legal@dhru.com. Notices to you may be provided by email to your account email, via dashboard message, or by posting within the Software.

21.1 You may not assign or transfer this Agreement without Dhru’s prior written consent.
21.2 Dhru may assign this Agreement freely.
21.3 Any unauthorized assignment by you shall be void.

22.1 This Agreement shall be governed by and construed under the laws of India.
22.2 The courts of Ahmedabad, Gujarat shall have exclusive jurisdiction over all disputes.
22.3 CLASS ACTION WAIVER: You waive any right to participate in class or representative claims.
22.4 JURY TRIAL WAIVER: You waive any right to a jury trial (where permitted by law).
22.5 Any dispute shall be finally resolved by binding arbitration in Ahmedabad, Gujarat, India, in English, under the Arbitration and Conciliation Act, 1996. The tribunal shall consist of one arbitrator appointed jointly (or by the court if parties cannot agree). The award shall be final and enforceable in any court of competent jurisdiction. Class/representative proceedings are waived.
22.6 Time-Limited Claims. To the maximum extent permitted by law, any claim arising out of or related to this Agreement must be filed within one (1) year after the cause of action accrues, or be permanently barred.

23.1 The following provisions survive termination or expiration of this Agreement:
   •  Restrictions of Use (Section 3, including account binding and non-transferability)
   •  Ownership & Intellectual Property (Section 4)
   •  Third-Party disclaimers (Section 5)
   •  Payments & No Refunds (Sections 9–10)
   •  License limitations including Lifetime License terms (Section 2.5)
   •  Updates & Agreement Modifications (Sections 11–12)
   •  Warranties & Disclaimers (Sections 15–16)
   •  Limitation of Liability (Section 17)
   •  Indemnification (Section 18)
   •  Confidentiality (Section 20)
   •  Governing Law & Dispute Resolution (Section 22)
   •  Fair Use (Section 6.5)
   •  Payments 9.5–9.7
   •  Maintenance 11.4
   •  Governing Law & Dispute Resolution (Section 22, including Arbitration and Time-Limited Claims)
   •  Publicity 4.4 and Takedown 4.5
   •  Incident Notice 14.5
   •  Order of Precedence 12.5
   •  Time-Limited Claims 22

Legal notices to Dhru must be sent to: Dhru Cloud Private Limited, Email: legal@dhru.com. Notices to you may be provided by email to your
account address, via dashboard, or by posting within the Software.

For questions or concerns, contact us at:
Dhru Cloud Private Limited
Dhru Base, 80 foot road
City : Anand
Pin : 388001
State : Gujarat, India (91)
Email: legal@dhrusoft.com