END USER LICENSE AGREEMENT

Effective Date: 12th February 2026

Version: 2.0

Last Updated: 12th February 2026

BACKGROUND

(A) TurningCloud Solutions Pvt Ltd ("we", "us", "our") a company incorporated in India and having its registered address at Tower B, 703, Business Zone, Nirvana Country, South City II, Gurugram (HR) 122018 (hereinafter referred to as "Supplier", which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns), and your employer (hereinafter referred to as "Client", which expression, unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns) entered into a Software as a Service (SaaS) Subscription Agreement ("MSA").

(B) The purpose of the MSA was to permit the Client and its employees, agents and independent contractors of the Client ("Authorized Users") to access the Supplier's bespoke software applications and platforms for supply chain planning and operations which it makes available to subscribers via the internet on a pay-per-use basis (the "SM Platform" or "Product"), more fully detailed in Annexure 1. You are an Authorized User, and are hereby bound by the terms of this Agreement, and the relevant terms of the MSA applicable to Authorized Users.

(C) You, Supplier and Client are hereinafter collectively referred to as "Parties" and individually as "Party" unless the context requires otherwise.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the Parties hereby agree as follows:

AGREED TERMS

A. Validity of the Agreement

This Agreement is valid until the term of the MSA, unless revoked/cancelled earlier by the Client, Supplier or both together. Cessation of your relationship with the Client shall lead to immediate termination of this Agreement.

B. Applicability of Agreement

This Agreement permits you to access the Product unless terminate earlier as per Clause A above.

C. Rights Granted

Supplier has granted the Client a limited, non-exclusive, non-assignable/transferable license to use the version of the Product in object code form and documentation in the territory and for the term mentioned in Annexure 1, solely to facilitate the Client's internal business operations and subject to the terms of this Agreement. All rights not specifically granted in this Agreement are reserved by Supplier. You are authorized to use the Product solely by virtue of the MSA between Supplier and the Client, and your use of the Product is at all times subject to the Supplier's discretion and the MSA.

D. Ownership and Restrictions

Supplier retains all ownership and intellectual property rights to the Product, documentation and any modifications, updates, upgrades, enhancements, new versions, patches, new releases and customizations to the Product and delivered to Client and you under this Agreement, notwithstanding anything to the contrary mentioned anywhere.

You may not, nor permit anyone to:

(a)remove or modify any Product markings or any notice of Supplier's proprietary rights;
(b)make the Product available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific Product the Client has received access to via the MSA);
(c)cause or permit reverse engineering, disassembly or de-compilation of the Product;
(d)disclose or publish results of any Product benchmark results of performance tests without Supplier's prior written consent;
(e)write or develop any derivative software or any other software program based on the Product;
(f)use the Product to provide processing services to third parties, commercial timesharing, rental or sharing arrangements.;
(g)provide, disclose, divulge or make available to, or permit use of the Product by persons other than Client's Authorized User's without Supplier's prior written consent;
(h)sell, lease, license, sub-license, encumber or otherwise deal with any portion of the Product or documentation.

E. Warranties, Disclaimers and Exclusive Remedies

Product Warranty: Supplier does not warrant that the Product will perform error-free or uninterrupted (while substantially preserving its utility or functionality) or that Supplier will correct any defects. By accessing or using the Product, you acknowledge and agree that the Product is provided "as is" and "as available," without warranties of any kind. We do not guarantee that the Product will be uninterrupted, error-free, or meet your specific needs. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. You use the Product at your own risk.

Exclusions: Client shall reimburse Supplier the costs that may accrue as a consequence of Supplier attempting to remedy any defect or malfunction to the extent caused directly or indirectly by:

(1)third party software or services relating to the Product;
(2)fault or negligence of Client's, Authorized Users, stakeholders, employees or sub-contractors;
(3)improper or unauthorized use of the Product;
(4)use of the Product in a manner for which it was not designed, including, without limitation, use of the Product in connection with a technical environment other than as agreed by the Parties;
(5)modifications of the Product by anyone other than Supplier or its employees or agents; or
(6)causes external to the operation of the Product.

Disclaimers: Supplier does not hold itself out as a professional expert and adviser regarding Client's business, computer or information needs.

F. Nondisclosure

By virtue of this Agreement, the Parties may have access to information that is confidential to one another ("Confidential Information"), including the Product, terms and pricing hereof, and all information exchanged in relation to this Agreement whether identified as confidential or not.

A Party's confidential information shall not include information that:

(a)is or becomes a part of the public domain through no act or omission of the other Party;
(b)was in the other Party's lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party;
(c)is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or
(d)is independently developed by the other Party.

The Parties agree to hold each other's Confidential Information in confidence from the date of disclosure until a period of two years from the date of termination of this Agreement. The Parties agree to disclose Confidential Information only to those employees or agents who are required to access it in furtherance of this Agreement and who are required to protect it against unauthorized disclosure. Nothing shall prevent either Party from disclosing the terms or pricing under this Agreement or Orders submitted under this Agreement in any legal proceeding arising from or in connection with this Agreement, subject to the Party required to divulge such information giving the other Party sufficient notice in order to enable it to protect confidential information before any court proceedings.

G. Termination

Termination: This Agreement may be terminated by Supplier for cause immediately if you breach any provision of this Agreement.

Effect of Termination: Upon termination of this Agreement (a) all of your rights to use the Product arising hereunder will terminate and the provisions meant to survive the end of this Agreement will remain in effect in accordance with their terms; and (b) you will immediately return to the Supplier all Confidential Information in its possession, custody or control in whichever form held (including all copies or embodiments of the Confidential Information) and will cease using any trademarks, service marks and other designations of the other Party.

Survival: Provisions that survive termination or expiration include those relating to limitation of liability and others which by their nature are intended to survive.

H. Supplier's Policies

You will comply with all of Supplier's policies as set out in Annexure 2 below.

I. Limitation of Liability

In no circumstances will Supplier be liable to the other in contract, tort (including negligence), for breach of warranty, or otherwise, for any special, indirect or consequential, exemplary, or punitive damages, nor for loss of or due to revenue, business profits, business interruption, interest or anticipated savings, goodwill or reputation, loss of or damage to records or data, penalties or third party claims for loss or damage or other compensation arising from any act or omission of such Party, or its affiliates, officers, agents, and employees, even if it has been advised of the possibility of such losses or damages, and regardless of the basis on which the related claim may be made.

In no event shall Supplier's liability for direct damages arising out of or related to the Product provided under this Agreement exceed 5% the total fees received by Supplier from Client for the relevant Product in the twelve months prior to the date of claim.

A Party suffering loss or damages shall take all reasonable measures to limit such loss or damage.

J. Other

Audit: Upon 2 days written notice, Supplier may audit your use of the Product. You agree to cooperate with Supplier's audit and provide reasonable assistance and access to information. You agree that Supplier shall not be responsible for any costs incurred by you in cooperating with the audit. By requesting an audit, Supplier does not waive Supplier's rights to enforce this Agreement or to protect Supplier's intellectual property by any other means permitted by law. The audit will be conducted at Supplier's expense, unless the audit reveals you have failed to comply with the terms of this Agreement, in which case you will reimburse Supplier for all reasonable costs and expenses incurred by Supplier in connection with such audit, together with any applicable license fees.

Force Majeure: Neither Party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; epidemic, pandemic, act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated Party. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than ninety (90) days, either of us may cancel unperformed services upon written notice. This section does not excuse either Party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Client's obligation to pay for services provided.

M. Governing Law and Dispute Resolution

As per the relevant terms of the MSA.

N. Entire Agreement

This Agreement and / or any of the Annexure may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted by an authorized representative of Client and of Supplier, by way of an amendment letter to this Agreement. In case of any conflict between this Agreement and the MSA, the MSA will prevail.