SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION AGREEMENT

1. DEFINITIONS AND INTERPRETATION

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this MSA.

1.3 A person includes an individual, corporate or unincorporated body.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this MSA and shall include all subordinate legislation made as at the date of this MSA under that statute or statutory provision.

2. USER SUBSCRIPTIONS

2.1 Subject to the Client purchasing the User Subscriptions in accordance with Clause 3.3 and Clause 9.1, the restrictions set out in this Clause 2 and the other terms and conditions of this MSA, the Supplier hereby grants to the Client a non-exclusive, non-transferable, revocable, non-sublicensable right, to permit the Authorised Users to use the Product, Services and the Documentation during the Subscription Term solely for the Client's internal business operations.

2.2 In relation to the Authorised Users, the Client represents, warrants and undertakes that:

• (a)the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
• (b)it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
• (c)each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than MONTHLY and that each Authorised User shall keep his password confidential;
• (d)it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier's written request at any time or times;
• (e)it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
• (f)if any of the audits referred to in Clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
• (g)if any of the audits referred to in Clause 2.2(e) reveal that the Client has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Paragraph 1. of Schedule 1 within ten (10) Business Days of the date of the relevant audit.
• (h)it shall ensure all Authorized Users enter into the End User License Agreement (EULA) as set out in Schedule 3.

2.3 The Client represents, warrants and undertakes that it shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

• (i)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• (ii)facilitates illegal activity;
• (iii)depicts sexually explicit images;
• (iv)promotes unlawful violence;
• (v)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• (vi)is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.

2.4 The Client shall not:

• (a)
  except as may be allowed by any applicable law which is incapable of exclusion by MSA between the parties and except to the extent expressly permitted under this MSA:

  • (i)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
  • (ii)attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• (b)access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
• (c)use the Services and/or Documentation to provide services to third parties; or
• (d)subject to Clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
• (e)attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2.; and

2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this Clause 2. are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.

3. ADDITIONAL USER SUBSCRIPTIONS

3.1 Subject to Clause 3.2 and Clause 3.3, the Client may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Paragraph 1. of Schedule 1 and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this MSA.

3.2 If the Client wishes to purchase additional User Subscriptions, the Client shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Client with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within three (3) days of its approval of the Client's request.

3.3 If the Supplier approves the Client's request to purchase additional User Subscriptions, the Client shall, within thirty (30) days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in Paragraph 2 of Schedule 1 and, if such additional User Subscriptions are purchased by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. SERVICES

4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this MSA.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

• (a)planned maintenance carried out during the maintenance window of 8 PM IST to 8 AM IST; and
• (b)unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Client at least six (6) Normal Business Hours' notice in advance.

4.3 The Supplier will, as part of the Services and in consideration of the support fees set out in Schedule 1, provide the Client with the Supplier's standard Client support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

5. CLIENT DATA

(a) The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.

(b) The Supplier shall follow its internal archiving procedures for Client Data. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier, if available. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Client Data maintenance and back-up).

(c) The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Client Data, as such document may be amended from time to time by the Supplier in its sole discretion.

6. THIRD PARTY PROVIDERS

The Client acknowledges that the Services may enable or assist it to access the content of, correspond with, and purchase products and services from, third parties and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party, or any transactions completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed with any third-party is between the Client and the relevant third party, and not the Supplier. The Supplier recommends that the Client refers to the third party's terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Product.

To the limited extent a third-party license expressly supersedes this MSA, that third party license governs Client's use of that third party component and Client agrees to comply with the usage directions set out therein. Any third-party warranties (if any) shall be on a pass-thru basis and Supplier disclaims any warranty (express or implied) or liability on any third-party components in the Product. In the event of any claim relating to any third-party components of software, Supplier's sole responsibility will be to prefer a claim, at Client's cost, to the respective licensor and provide a pass-through remedy to the extent such claim is met by such licensor.

Client agrees that any third-party components or software shall be used solely in conjunction with the Product provided herein and cannot be independently deployed on any other networks, systems or projects.

7. SUPPLIER'S OBLIGATIONS

7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1. Notwithstanding the foregoing, the Supplier:

• (a)does not warrant that the Client's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; and
• (b)is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 This MSA shall not prevent the Supplier from entering into similar MSAs with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this MSA.

7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this MSA.

8. CLIENT'S OBLIGATIONS

The Client shall:

• (a)
  provide the Supplier with:

  • (i)all necessary co-operation in relation to this MSA; and
  • (ii)all necessary access to such information as may be required by the Supplier;

  in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
• (b)comply with all applicable laws and regulations with respect to its activities under this MSA;
• (c)carry out all other Client responsibilities set out in this MSA in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
• (d)ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this MSA and shall be responsible for any Authorised User's breach of this MSA;
• (e)obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this MSA, including without limitation the Services;
• (f)ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
• (g)be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

9. CHARGES AND PAYMENT

9.1 The Client shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this Clause 9 and Schedule 1 and the support fees in accordance with Clause 4.3 and Schedule 1.

9.2 The Client shall on the Effective Date provide to the Supplier valid and approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides its approved purchase order information to the Supplier, the Supplier shall invoice the Client:

• (a)on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
• (b)subject to Clause 14.1, at least thirty (30) days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Client shall pay each invoice within thirty (30) days after the date of such invoice.

9.3 If the Supplier has not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies of the Supplier:

• (a)the Supplier may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• (b)interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of the Supplier's bankers in India from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in this MSA:

• (a)shall be payable in INR;
• (b)are, subject to Clause 13.3(b), non-cancellable and non-refundable;
• (c)are exclusive of applicable taxes, which shall be added to the Supplier's invoice(s) at the appropriate rate.

9.5 If, at any time while using the Services, the Client exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Client, and the Client shall pay, the Supplier's then current excess data storage fees. The Supplier's excess data storage fees current as at the Effective Date are set out in Schedule 1.

9.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to Clause 3.3, the support fees payable pursuant to Clause 4.3 and/or the excess storage fees payable pursuant to Clause 9.5 at the start of each Renewal Period upon ninety (90) days' prior notice to the Client and Schedule 1 shall be deemed to have been amended accordingly.

10. PROPRIETARY RIGHTS

10.1 The Client acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this MSA does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this MSA.

11. CONFIDENTIALITY AND COMPLIANCE WITH POLICIES

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this MSA. A party's Confidential Information shall not be deemed to include information that:

• (a)is or becomes publicly known other than through any act or omission of the receiving party;
• (b)was in the other party's lawful possession before the disclosure;
• (c)is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
• (d)is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2 Subject to Clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this MSA.

11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this MSA.

11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.6 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.7 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.

11.8 No party shall make, or permit any person to make, any public announcement concerning this MSA without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.9 The above provisions of this Clause 11. shall survive termination of this MSA, however arising.

12. INDEMNITY

12.1 The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services and/or Documentation, provided that:

• (a)the Client is given prompt notice of any such claim;
• (b)the Supplier provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
• (c)the Client is given sole authority to defend or settle the claim.

12.2 The Supplier shall defend the Client, its officers, directors and employees against any claim that the Services or Documentation infringes any third party intellectual property, and shall indemnify the Client for such claims, provided that:

• (a)the Supplier is given prompt notice of any such claim;
• (b)the Client provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
• (c)the Supplier is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, the Supplier may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this MSA on thirty (30) Business Days' notice to the Client without any additional liability or obligation to pay other additional costs to the Client.

12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

• (a)a modification of the Services or Documentation by anyone other than the Supplier; or
• (b)the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by the Supplier; or
• (c)the Client's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

12.5 The foregoing [and Clause 13.3(b)] states the Client's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. LIMITATION OF LIABILITY

Except for its indemnity obligations, in no circumstances will either Party 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.

Unless otherwise agreed by the Parties, in no event shall Supplier's liability for direct damages arising out of or related to the Supplier's product, Documentation and Services provided under this MSA exceed 5% the total fees received by the Supplier for the relevant Services scope of work in the twelve months prior to the date of claim.

14. TERM AND TERMINATION

14.1 This MSA shall, unless otherwise terminated as provided in this Clause 14., commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this MSA shall be automatically renewed for successive periods of twelve (12) months (each a Renewal Period), unless:

• (a)either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the Initial Subscription Term or any Renewal Period, in which case this MSA shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
• (b)otherwise terminated in accordance with the provisions of this MSA;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2 Without affecting any other right or remedy available to it, either party may terminate this MSA with immediate effect by giving written notice to the other party if:

• (a)the other party fails to pay any amount due under this MSA on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
• (b)the other party commits a material breach of any other term of this MSA which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
• (c)the other party repeatedly breaches any of the terms of this MSA in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this MSA;
• (d)the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
• (e)the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• (f)a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• (g)an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
• (h)the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; [or]
• (i)there is a change of control of the other party.

14.3 On termination of this MSA for any reason:

• (a)all licences granted under this MSA shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation;
• (b)each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
• (c)the Supplier may destroy or otherwise dispose of any of the Client Data in its possession unless the Supplier receives, no later than ten (10) days after the effective date of the termination of this MSA, a written request for the delivery to the Client of the then most recent back-up of the Client Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within thirty (30) days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Client Data; and
• (d)any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the MSA which existed at or before the date of termination shall not be affected or prejudiced.

15. FORCE MAJEURE

The Supplier shall have no liability to the Client under this MSA if it is prevented from or delayed in performing its obligations under this MSA, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

16. CONFLICT

If there is an inconsistency between any of the provisions in the main body of this MSA and the Schedules, the provisions in the main body of this MSA shall prevail.

17. VARIATION

No variation of this MSA shall be effective unless it is in writing and signed by the parties or their authorised representatives.

18. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this MSA or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. RIGHTS AND REMEDIES

Except as expressly provided in this MSA, the rights and remedies provided under this MSA are in addition to, and not exclusive of, any rights or remedies provided by law.

20. SEVERANCE

(a) If any provision (or part of a provision) of this MSA is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

(b) If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21. ENTIRE AGREEMENT

This MSA constitutes the entire MSA between the parties and supersedes and extinguishes all previous MSAs, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22. MISCELLANEOUS

(a) The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this MSA.

(b) The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this MSA.

(c) Supplier shall be free to issue any press release or any other media/online publicity or to make reference to each-other's name on any website under and/or in relation to this MSA however without disclosing the commercial terms or confidential details of this MSA at any time and from time-to-time. Supplier may name Client as a client for the limited purpose of reference in customer listings or any response to a request for proposal/information.

(d) Client agrees that export control laws govern Client's use of the Product (including technical data) and Client agrees to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). Client agrees that no data, information, or the Product or any part thereof, will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

(e) Client agrees that this MSA and the information which is incorporated into this MSA by written reference, are the complete MSA for the Product ordered by Client under the MSA, and that this MSA supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Product.

(f) If any term of this MSA is found to be invalid or unenforceable, the remaining provisions will remain effective.

(g) It is expressly agreed that the terms of this MSA shall supersede the terms in any order, contract or other non-Supplier ordering document. Therefore, any signature on any of the documents provided by Supplier (including but not limited to Client's terms and conditions of purchase etc.) shall only be for purpose of acknowledgement of receipt of such documents and shall under no circumstances imply a modification or acceptance of any terms and conditions contained therein which are contrary and or in addition to the conditions contained under this MSA.

(h) This MSA 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 MSA.

23. NO PARTNERSHIP OR AGENCY

Nothing in this MSA is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. NOTICES

(a) Any notice required to be given under this MSA shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this MSA, or such other address as may have been notified by that party for such purposes.

(b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

25. GOVERNING LAW

This MSA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of India.

26. JURISDICTION

Each party irrevocably agrees that the courts of Gurugram, Haryana shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this MSA or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

The corresponding Order Form between Supplier and Client is hereby incorporated by reference as Schedule 1 to this MSA.

SCHEDULE 2 — MANDATORY POLICIES

The Mandatory Policies are:

• https://www.supplymint.com/legal/acceptable-use-policy
• https://www.supplymint.com/legal/privacy-policy
• https://www.supplymint.com/legal/support-sla-policy
• https://www.supplymint.com/legal/hosting-security-policy
• https://www.supplymint.com/legal/implementation-services-policy

SCHEDULE 3 — END USER LICENSE AGREEMENT

End User License Agreement for all Authorized Users

https://www.supplymint.com/legal/eula