Effective Date: 16-06-2025

V2STech Solutions Private Limited, is a company incorporated under the Companies Act 2013 and having its registered office at 501, 9 Mansi, Cross Lane No. 1, Ram Maruri Road, Near Gaondevi Ground, Ghanthali, Thane West, Maharashtra 400602, India (hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the One Part; and

V2STech Solutions Private Limited, having its principal place of business at 501, 9 Mansi, Cross Lane No.1, Ram Maruti Rd, Near Gaondevi Ground, Ghantali, Thane West, Maharashtra 400602, (hereinafter referred to as the “Customer”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the Other Part.

The Company and the Customer are hereinafter, wherever the context requires, individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS,

1. The Company is engaged in the business of software development services and is an authorized reseller of the subscription to the Software (as later defined in this Agreement).
2. The Customer is engaged in the business of [insert the description of the business] and is desirous of purchasing the subscription to the Software (as defined below) from the Company for its internal business use subject to the terms and conditions mentioned herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. DEFINITIONS

a. "Account(s)"

means an account generated for Customer to use the Subscription and manage its Permitted Users’ accounts during the Subscription Term. For the avoidance of doubt, an Account is specific to the Customer and under no circumstance may an Account be shared with any thirdparty.

b. “Agreement”

shall mean this Subscription Agreement, including its annexures, amendments, along with the terms available at https://saarathihub.ai/terms-conditions.pdf, modifications and supplements thereto.

c. "Confidential Information"

means any non-public, proprietary or sensitive information that is disclosed or made available by a party (the "Disclosing party") to the other party (the "Receiving party"), that is designated as confidential or proprietary, or that the Receiving party should reasonably understand to be confidential or proprietary given the nature of the information and the circumstances of disclosure, including (a) for Customer, all Customer Content transmitted to or from, or stored on, the Software; (b) for Company, the Software including Documentation; and (c) for both Parties, any information concerning the Disclosing party products, pricing, business information, marketing strategies, financial affairs, employees, customers or suppliers, information concerning marketing plans, research and development efforts, inventions, trade secrets, requirements, equipment, technology, computing environment, physical and network security, names and other identifying information relating to Customer's and its employees, suppliers, clients or customers (including names and other information related to clients), personal information, price lists, pricing policies, financial information, business methods, processes and procedures, ideas, concepts, techniques, the results of Services performed any other information and data. Confidential Information does not include any particular information of the Disclosing party that the Receiving party can demonstrate: (i) was in the possession of, or was rightfully known by, the Receiving party without an obligation to maintain its confidentiality prior to receipt from the Disclosing party; (ii) was or has become generally available to the public other than as a result of disclosure by the Receiving party or its agents; (iii) after disclosure to the Receiving party, was received from a third party who, to the Receiving party's knowledge, had a lawful right to disclose such information to the Receiving party without any obligation to restrict its further use or disclosure; or (iv) was independently developed by the Receiving party without use of or reference to any of the Disclosing party's Confidential information.

d. "Customer Content"

means all data, records, logs, videos, information and any such other materials provided and uploaded or in any manner made available by Customer and its Permitted Users to the Software for use in connection with the Subscription, from time to time.

e. "Documentation"

shall mean all and any accompanying documents, content, data, user guides, online help, release notes, training materials, provided by Company to Customer along with the Software that describes or supports the use of the Software and Services to enable the Permitted Users to use and understand the operations of the Software and Services including technical documentation, if any.

f. “Enhancements”

shall mean any modification, update, upgrade or addition to the Software that, when made or added to the Software or modules currently being used by Customer, provides minor functionality enhancements but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Company to all its customers.

g. "Error(s)"

shall mean any verifiable and reproducible failure or inability of the Software to perform any material functions set forth in the Documentation due to any programming defect in the Software, when used by Customer as specified under this Agreement or the Documentation. The term “Error”, shall however, not include any failure or inability of the Software that (i) results from the misuse or improper use of the Software, (ii) does not materially affect the operation and use of the Software, (iii) results from any modification to the Software that is not Company authorized change, and (iv) results from any cause beyond reasonable control of Company, including third party cloud environment, hardware, but not limited to, firmware, malicious code like virus, trojan or malware.

h. “EULA”

shall mean end user licensing agreement which is executed by Company with the Permitted Users with respect to usage of the Software and Subscription. (Reference: https://saarathihub.ai/eula.pdf)

i. “Free Trial Term”

means 14 calendar days’ free trial period and shall be effective from the date of commencement of Subscription to the trial version of the Software.

j. “Fees”

shall mean the fees paid or payable by Customer to Company for: (a) availing the Subscription as more specifically set out in the Order Form; (b) availing any Services as specifically set out in the Order Form.

k. "Fixes"

shall mean any modification or addition to the Software that, when made or added to the solution or modules currently being used by Customer, corrects Errors but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Company to all its customers.

l. "Intellectual Property Rights"

means rights of ownership of any kind of intellectual property, including copyrights, patents, trademarks, service marks, trade secrets, rule sets, and all other intellectual property and all rights therein, and the right to apply for, register, obtain, hold, extend and renew any of the foregoing.

m. “Order Form”

means an order form sampled in Exhibit A that the Parties may enter into from time to time under this Agreement to place an order form for the Subscription, setting forth the description of the Software, Services, the Subscription Term start date, the Subscription Term end date, the applicable Fees, and such other terms as the Parties may agree related to the transactions contemplated by this Agreement.

n. “Permitted Users”

shall mean any employees, officers, directors of Customer or any vendors or contractors of customers of the Customer who are authorized by Customer to use the Subscription in accordance with the terms of this Agreement.

o. “Purpose”

shall mean use of the Software and Services by Customer for the sole purpose of its internal business use. For clarity, nothing contained in this Agreement grants Customer a right to resell, distribute, sublicense the Subscription to any third-party.

p. “Reports”

shall mean the advice, reports, memos, or letters issued by the Company as part of Services or Subscription.

q. “Services”

shall mean any additional services performed or delivered to the Customer, in addition to the Subscription, under this Agreement and more specifically detailed in an Order Form as mutually agreed between the Parties.

r. "Software"

means the licensed software which includes but is not limited to web applications and service applications, collectively licensed by the Company to the Customer along with access to its mobile application known as “SaarathiHub”, including any Enhancements hereto.

s. “Subscription”

shall mean a license to use the Software through an Order Form under which the Software is made available for use to Customer and its Permitted Users in accordance with the terms of this Agreement.

t. “Territory”

shall mean the territory of Republic of India.

2. GRANT OF SUBSCRIPTION AND RESTRICTIONS

a. Grant of license during the Free Trial Term:

Subject to the terms and conditions of this Agreement, Company hereby grants to Customer, during the Free Trial Term, a non-exclusive, non-transferable, revocable, non-sublicensable and limited license to access the Software and use the Subscription for the Purpose in the Territory. Customer understands and acknowledges that at the end of the Free Trial Term, Customer’s access to the trial version of the Subscription shall automatically expire. If the Customer intends to convert the Free Trial Term to Initial Term, the Customer will address an email to the registered email address of Company at sales@saarathihub.ai opting for the relevant subscription. Thereafter, Parties will execute a separate Order Form with respect to the same based on mutual agreement.

b. Grant of Subscription during Subscription Term:

Subject to Customer and its Permitted User’s compliance with the limitations and restrictions set forth in this Agreement, Customer’s payment of any applicable Fees under Order Form, during the Subscription Term, Company grants to Customer a limited, revocable, nonexclusive, nonsublicensable and nontransferable, to access the Software and use the Subscription for the Purpose in the Territory . All Software and Subscription is sub-licensed to Customer, not sold. Company reserves all rights not expressly granted in this Agreement, and no rights or licenses shall be deemed or interpreted to be granted or transferred hereunder, whether by implication, estoppel, or otherwise.

c. Restrictions:

Except as otherwise expressly provided in this Agreement, Customer represents, warrants and covenants that, during the Free Trial Term and the Subscription Term, it shall not and will ensure that its Permitted Users do not, directly or indirectly:

1. sell, transfer, assign or sublicense the Subscription under this Agreement, whether voluntarily or by operation of law, to any third party, directly or indirectly, and any such attempted transfer, assignment or sublicense shall be void;
2. modify, amend, reproduce, republish, decompile, decrypt, disassemble, reverse engineer, create derivative works of or otherwise reduce to human readable form the Software, translate into any language or computer language, re-transmit in any form or by any means, resell or re-distribute the Subscription without the prior written consent of Company; gain access to trade secrets or confidential information in the Software; circumvent any copy-protection or license enforcement; or attempt to do any of the foregoing, except to the extent expressly permitted by applicable law;
3. combine, commingle, or integrate the Software with open source software or third party software or incorporate any open source software or third party software into the Software; copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce or otherwise make any changes to the Software;
4. use the Subscription in any manner to provide timesharing, benchmarking or other computer services to third parties, except as provided herein, or allow disclosure, benefit or access to any third party from the functionality of the Software including without limitation any results of benchmarking or other testing generated in connection with Customer’s use of Subscription, including without limitation any comparisons of the Software with any other products;
5. provide access to third party other than Permitted Users without prior written consent of Company;
6. remove from the Software (or fail to include in any copy) any readme files, notices, headers, disclaimers, marks or labels; and
7. use or allow use of the Subscription for any purpose other than Purpose specified in the Agreement or in violation of any applicable law or regulation or to support or facilitate any illegal activity;
8. upload, transmit or otherwise make available in connection with the Subscription any unsolicited or unauthorized advertising or promotional materials, which by way of illustration but not limitation includes "junk mail," "spam", "chain letters" and "pyramid schemes";
9. upload, transmit or otherwise make available in connection with the Subscription any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
10. upload, transmit or otherwise make available in connection with the Subscription any Customer Content that the Customer does not have a right to make available under all applicable laws, or contractual or fiduciary relationships (which, by way of illustration but not limitation, includes inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
11. upload, transmit or otherwise make available in connection with the Subscription any Customer Content or material that contains virus, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, which by way of illustration but not limitation includes viruses, time bombs, trojan horses and other malware;
12. violate (intentionally or unintentionally) any applicable federal, state, national or international laws or regulations in connection with the Subscription, including but not limited to those related to Intellectual Property Rights, privacy or security.

Customer shall have no rights to the Software and the Subscription other than as specifically granted herein. All rights not specifically and unequivocally granted to Customer, or its Permitted Users, are reserved by the Company.

3. CUSTOMER’S RESPONSIBILITIES

a. Account Management:

Customer shall have administrative rights to manage the accounts of its Permitted Users, at its discretion. Customer shall be solely responsible for managing the Account and accounts of any of its Permitted User(s) and updating the same from time to time. In event that there is any replacement of a Permitted User or inactivation of account of any Permitted User or in any manner changes to the account of a Permitted User, it would be the sole responsibility of the Customer to promptly notify Company of any change in the list of Permitted Users, failing which the access to the account of such Permitted User or any replacement to such Permitted User will be suspended, without any liability on Company. As a condition for using the Subscription, the Customer and the Permitted Users shall be required to register with the Company and select a password and enter his/her email address. Customer shall ensure that the Permitted Users shall provide Company with accurate, complete, and updated registration information. Customer understands that failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of the Permitted User's account. It is the primary responsibility of the Customer to ensure that the Permitted Users use the Subscription as directed. However, this shall in no manner undermine any authority or rights of the Company. Customer shall be responsible for maintaining the confidentiality of its Account. The company shall not be liable for any loss of data or functionality caused directly or indirectly by the Permitted Users.

b. Compliance with Laws:

Customer and its Permitted Users shall comply with all applicable federal, state, national and foreign laws in connection with its use of the Subscription, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Company exercises no control over the content of the information transmitted by Customer or the Permitted Users through the Subscription. Customer and its Permitted Users shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

c. Unauthorized Use; False Information:

Customer and its Permitted Users shall: (i) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Company immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by Customer, and (iii) not provide false identity information to gain access to the Software or use the Subscription.

d. Access:

Customer shall be solely liable for the usage of the Software and the Subscription by all Permitted Users. The customer may grant limited access to Software or use the Subscription to its Permitted Users, subject to terms and conditions stated in EULA as provided by the Company. The customer will ensure that the EULA is executed by the Permitted Users prior to accessing the Accounts, failing which the same will constitute a material breach of the Agreement. Customer shall be solely liable for the usage of Software or use the Subscription by all Permitted User and shall indemnify and save harmless the Licensor from and against any claims in relation to usage of Software or use the Subscription by such Permitted Users or non-execution of the EULA by such Permitted Users prior to accessing the Accounts or account of Permitter User. The customer understands that to access Software or use the Subscription the Permitted User will be required to adhere to the terms of the EULA. Customer understands that the Licensor shall have access to the Permitted User account and shall reserve its right to refuse or terminate any Permitted User account in case of any Permitted User breach of EULA. (EULA reference: https://saarathihub.ai/eula.pdf)

e. System requirements:

Customer acknowledges that, for accessing and use of the Software and the Subscription, the Permitted Users may be required to use one or more compatible browsers, internet services and certain software and may require obtaining updates or upgrades of the Software from time to time. Because the access and use of the Subscription involves hardware, software, and internet access, Customer’s ability to access and use of the Subscription may be affected by the performance of these factors.

f. Customer Content:

Customer is solely responsible for all Customer Content transmitted on the Software, and for ensuring that Customer Content does not: (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious or (iii) introduce any software viruses or other harmful or deleterious computer code, files, or programs, such as trojan horses, worms, time bombs, or cancelbots. Customer acknowledges and agrees that Company uses certain third-party tools for analytical purposes and may use Customer Content and track Customer’s usage of the Subscription for any purpose including but not limited to research, analytics, and to improve Customer’s services. The Customer shall have an option to choose the way Customer would want the Company to manage Customer Content post the expiry or termination of this Agreement.

g. Customer Content Purging:

Company shall upon expiry or termination of Free Trial Term or the term of the applicable last Order Form under this Agreement and one (1) month thereafter ("Data Purging Period”), Company will delete such Customer Content and provide an evidence deletion to Customer. If the Customer requires Company to retain or store any Customer Content (including an archived copy) beyond the Data Purging Period, upon Company’s discretionary approval, the Customer will be liable for paying such additional charges as mutually agreed between the Parties in writing.

h. Usage and Configuration Metrics.

Company, and its third-party service providers that perform Services in connection with the Subscription may collect information regarding number of users, number of devices, number of servers, per user storage capacity, aggregate storage usage of Customer and may use such information only for Company’s internal business purposes, including to perform its obligations under this Agreement and to ensure compliance with this Agreement.

i. Excessive consumption of Subscription.

Subject to the terms of this Agreement, Customer may authorize Permitted Users to access and use the Subscription in such numbers and according to such restrictions as are set forth in the applicable Order, solely for the Purpose. If the usage exceeds the number of Permitted Users, the Company eeserves its right to charge additional Fees for such usage by issuing an additional Order Form and such Fees will be payable as per the payment terms set out in this Agreement.

4. SERVICES

In addition to the Subscription, at the Customer’s request and in consideration of Fees, the Company will provide the Customer with the Services in accordance with the terms agreed under an Order Form. If any deliverables or work products are created under the Order Form, the Intellectual Property Rights in such deliverables or work products will vest with Company, unless otherwise agreed in the Order Form.

5. FEES

1. In consideration of the Subscription, Customer shall pay the Fees as set forth in the Order Form for the plan as set out in the Order Form.
2. All Fees under the Agreement or Order Form are non-refundable and non-cancellable, unless otherwise agreed in the Order Form. Customer acknowledges that the performance of the obligations of Company under this Agreement or Order Form are conditional upon timely payment of Fees by Customer. The company reserves the right to suspend and/or terminate access to the Software and the Services if any Fees payable hereunder are past due. Such suspension or termination shall not relieve Customer from its obligation to pay all amounts due under this Agreement.
3. Unless otherwise agreed the Fees for the invoices shall be due and payable within thirty (15 days from the receipt of the invoice by Customer ("Due Date"). In the event the Customer does not make the payment of Fees, the Software will stop working post 15 days from the Due Date.
4. All Fees and charges under this Agreement shall be exclusive of taxes. Customer acknowledges and undertakes to pay the Fees along with all applicable taxes.

6. DISCLAIMER OF WARRANTY

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SUBSCRIPTION, REPORTS, SERVICES OR DELIVERABLES THEREOF ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY HEREBY DISCLAIMS ALL OTHER IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT LOSS OF DATA OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. COMPANY FURTHER DISCLAIMS WARRANTIES THAT THE SOFTWARE, THE SUBSCRIPTION, THE DELIVERABLES, THE REPORTS AND THE SERVICES WILL MEET CUSTOMER'S OR PERMITTED USER'S REQUIREMENTS OR SPECIFICATIONS OR THE SOFTWARE, THE SUBSCRIPTION, THE DELIVERABLES, THE REPORTS AND THE SERVICES WILL BE COMPATIBLE WITH CUSTOMER'S INFRASTRUCTURE, THAT THE OPERATION OF THE SOFTWARE AND THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY BUGS OR ERRORS OR DEFECTS WOULD BE FIXED OR THE SOFTWARE OR SUBSCRIPTION WILL OPERATE IN COMBINATION WITH CUSTOMER’S CONTENT OR SOFTWARE, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY COMPANY. ALL SPECIFICATIONS, DOCUMENTATION, INFORMATION, AND OTHER MATERIALS PROVIDED BY COMPANY TO CUSTOMER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING ANY STATUTORY WARRANTIES THAT MAY APPLY TO SUCH SPECIFICATIONS, DOCUMENTATION, INFORMATION OR MATERIALS. CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, THE INTERNET, AND THAT THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

7. INTELLECTUAL PROPERTY RIGHTS

1. Nothing in this Agreement shall be construed to transfer any ownership of the Software, Subscription, Documentation, Enhancements and branding thereof, including Intellectual Property Rights therein to the Customer. This Agreement does not grant Customer or any Permitted Users any rights, title and interest in and to Software, Subscription, Documentation, Enhancements, its contents, and branding thereof, except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to Customer are reserved.
2. Notwithstanding anything in this Agreement to the contrary, Customer shall be the sole and exclusive owner of all Customer Content, and all Intellectual Property Rights related therein.
3. The Customer acknowledges and agrees the Software may generate certain reports (the "Reports") with the use of the Customer Content. In the event the Customer specifically requests generation of any specific information via these Reports, generation of such information will be subject to feasibility and an additional cost as may be determined by the Company. All intellectual property rights including the ownership rights in all such Reports generated through the Software, the trademarks, logos, trade dress and service marks in the same shall vest solely with Company or its licensors (as the case maybe) and shall be used by the Customer solely for the Purpose.
4. Each Party agrees to execute, and cause its employees, agents or representatives, and in the case of Company, its personnel and Subcontractors, to execute any documents or take any other actions as may be reasonably necessary or as requested by the other Party, to perfect each Party's respective ownership rights.
5. Customer agrees that its Permitted Users shall not assert, or authorize, assist, or encourage any third party to assert, against Company any infringement or misappropriation of Intellectual Property Rights related claim regarding the Software, Subscription, Reports, Services, Documentation or Enhancements.

8. PRIVACY AND SECURITY

The company states that it endeavors to protect the privacy of the Customer and its integrity and security of personal information. The personal information collected by the Company is subject to and governed by our Privacy Policy located at https://saarathihub.ai/privacy-policy.pdf. Customer understands and agrees that by using the Subscription, Customer and its Permitted Users have consented to the collection, use and disclosure of the personally identifiable information and aggregate data as set forth in the Privacy Policy, and to have Customer’s or its Permitter Users’ personally identifiable information collected, used, transferred to and processed.

9. CONFIDENTIALITY

1. Each Party agrees that all Confidential Information obtained by such Party, its directors, officers and other employees, and any third parties with which it contracts, is and shall be considered confidential and proprietary to the Disclosing party.
2. The Receiving party agrees that it shall use the Disclosing party's Confidential Information solely in the performance of its obligations and shall not disclose the Disclosing party's Confidential Information to any person except that the Receiving party may disclose such Confidential Information:
   1. to its employees, agents, subcontractors, representatives and service providers provided that such persons or parties have a need to know the Disclosing party's Confidential Information to perform their duties to the Receiving party in connection with this Agreement, and further who are otherwise under a duty of confidentiality to the Receiving party or have entered into a written agreement with the Receiving party that contains confidentiality measures at least as stringent as those stated in this Agreement; and
   2. to governmental or regulatory authorities having jurisdiction over such party or as required by law. If the Receiving party receives a court Order Form, discovery demand or subpoena requiring it to divulge the Disclosing party's Confidential Information, it shall, unless prohibited, promptly notify the Disclosing party of such requirement so that the Disclosing party may seek a protective Order Form.
3. The Receiving party shall protect the confidentiality and integrity of the Disclosing party's Confidential Information using the same degree of care that it uses to protect its own similar information, but in no event less than reasonable care.
4. Upon termination of this Agreement, or upon request of the Disclosing party, the Receiving party shall return the Disclosing party's Confidential Information or destroy the same and certify its destruction in writing.
5. In addition to any other rights the Disclosing party may have under this Agreement or at law, since unauthorized use or disclosure of Confidential Information may result in immediate and irreparable injury to Disclosing party for which monetary damages may not be adequate, in the event that the Receiving party uses or discloses, or is likely to use or disclose, Confidential Information in breach of the Receiving party's obligations under this Agreement, the Disclosing party shall be entitled to equitable relief, including temporary and permanent injunctive relief and specific performance. The confidentiality obligations shall survive for a period of (2) two years post termination/expiry of the Agreement.

10. CLOUD HOSTING AND THIRD-PARTY COMPONENTS

Customer acknowledges that Customer Content may be uploaded on the Software and stored on any remote server as Company may deem appropriate. Customer agrees and acknowledges that Company shall not be responsible or liable for any performance or security issues, or vulnerabilities arising out of or related to any public cloud servers and/or any remote servers. Customer agrees that use of the third-party components as part of the Subscription will be solely governed by the terms and conditions of such third parties or licensors, and Customer agrees and undertakes to adhere to the same.

For mobile distribution or store integrations, Customer further acknowledges the relevance of Google Play Store Terms and Apple App Store Terms, where applicable.

11. INDEMNITY

Customer agrees to indemnify, keep indemnified, defend (at Company’s option) and hold harmless Company and its respective directors, officers, employees, representatives, from and against any and all claims and resulting losses, costs, liabilities, and expenses (including reasonable attorney’s fees), arising as a result of or in connection with: (a) Customer’s or its Permitted Users’ breach of or violation of applicable laws and regulations, (b) use by Customer or its Permitted Users of the Software and/or Services other than as permitted under this Agreement; (c) any acts or omissions and negligence or misconduct on part of the Permitted Users; (d) a third party claim for infringement or misappropriation based upon Customer’s combination or use of the Software and/or Services with, services, or products developed by Customer or third parties or any Customer Content; or (e) use of Software and/or Services other than as permitted under this Agreement. The provisions of this section shall survive the expiry or termination of this Agreement.

12. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR HOWSOEVER CAUSED IN CONNECTION WITH THIS AGREEMENT EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)) HEREUNDER FOR ALL DIRECT DAMAGES, UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE EXTENT OF THE FEES PAID TO COMPANY BY CUSTOMER UNDER AN APPLICABLE ORDER FORM IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT PURSUANT TO WHICH THE CLAIM AROSE. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES IN THIS SECTION FORM AN ESSENTIAL BASIS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.

13. TERM AND TERMINATION

a. Term of the Agreement:

The Agreement will be valid till the completion of Subscription Term (“Term”).

1. The subscription term shall commence upon the expiry of the Free Trial Term as per Clause 2(a) and will continue for a subscription period of one (01) year thereafter ("Initial Term"). On completion of Initial Term, Customer’s Subscription shall be renewed for a period of similar duration as that of the Initial Term (each "Renewal Term") unless a prior written notice of not less than thirty (30) days is provided for non-renewal before the expiry of the Initial Term. The Initial Term and /or each Renewal Term shall be collectively referred to as the ("Subscription Term.
2. The company may terminate the Agreement or any Order Form with prior written notice of 30 days to the Customer, prior to expiration of Initial Term and Renewal Term. In an event if the Company terminates the Agreement, the Company shall refund the Customer, a pro-rated amount of the applicable Fees pre-paid by the Customer covering the duration that would have remained, absent such early termination, in the Subscription Term.

b. Termination.

Either Party may terminate this Agreement or any Order Form if:

1. the other Party commits a material breach of the provisions of this Agreement or any Order Form and fails to cure such breach within the 30 (thirty) days of being notified of such breach by the non-breaching Party.
2. the other Party becomes insolvent or bankrupt, makes an assignment for the benefit of its creditors, enters a composition with its creditors generally, or if a receiver or trustee is appointed over the entire property and assets of the other Party.

c.

The Company shall be entitled to immediately terminate this Agreement or any Order Form if the Customer breaches the terms of Clause 2 (Grant of Subscription) of this Agreement, to the sole discretion of the Company.

d. Consequences of Termination:

Upon the expiry or any termination of the Agreement and/ or any Order Form:

1. the rights and Subscription granted to the Customer hereunder shall immediately and automatically cease to be in effect.
2. Any amount owed to the Company by the Customer before termination of this Agreement or any Order Form shall become immediately due and payable by the Customer.
3. The termination of this Agreement shall not relieve any Party of its obligation or liability accrued prior to the date of termination. The termination of this Agreement pursuant to any of the provisions of this Agreement shall not limit or otherwise affect any other remedy (including a claim for damages) that the terminating Party may have arising out of the event that gave rise to the right of termination.

14. ADVERTISING OR PUBLICITY

A company may use the name or marks (including but not limited to trademarks, service marks or logos), refer to or identity of Customer in advertising or publicity releases, promotional or marketing correspondence.

15. INTERPRETATION

The headings, titles, and captions contained in this Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word "including" means "including, without limitation”.

16. FORCE MAJEURE

Except for Customer’s payment of Fees and/or additional payment obligation under this Agreement neither Party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives of government or other competent authority, compliance with any statutory obligation or executive Order Form, pandemics, lockdowns, any Act of God, fire, lightning, explosion, flood, earthquake, epidemics, or other similar force beyond such Party's reasonable control. Except for Customer’s payment of Fees and/or additional costs, upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either Party's performance of this Agreement, such Party shall be excused from performance of its obligations during the first three months of such interference, provided that such Party uses best efforts to avoid or remove such causes of non-performance as soon as possible. In the event such suspension of obligations by an affected Party under Force Majeure Event exceeds a period of thirty (30) days consecutively, other Party may elect to terminate this Agreement without any obligation to penalty or damages.

17. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, including because of the duration thereof, the area covered thereby, or the types of activities restricted thereby, by a court of competent jurisdiction (i) the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and (ii) the court of competent jurisdiction making such determination shall have the power to reduce the duration and/or area of such provisions or types of activities restricted and/or to delete specific words or phrases and in its reduced form such provision shall then be enforceable. The Parties may acting in good faith adopt any and all actions required to cause such invalid, illegal and unenforceable provision to be valid and enforceable, or, alternatively, to reach an agreement in relation to said null provision whereby each of the Party receives, as far as possible, substantially the same benefits and obligations based on valid provisions, provided that the Agreement is not enforced in a form that materially affects the commercial agreement between the Parties.

18. ASSIGNMENT AND DELEGATION

Customer may not assign this Agreement without the prior written consent of the Company. Company may assign this Agreement in conjunction with the sale of substantial assets, divestiture, merger or amalgamation, or to its affiliate, and may delegate or subcontract its duties. Any unauthorized assignment of this Agreement is void.

19. WAIVER

Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.

20. GOVERNING LAWS AND DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of India. The Parties agree to submit to the personal and exclusive jurisdiction of the courts of Mumbai, Maharashtra.

21. AUDIT

The Company shall be entitled to, by itself or through its representatives, auditors, or agents remotely inspect, examine, and audit the Customer’s use of the Subscription to ensure compliance with the terms of this Agreement. Customer shall promptly co-operate with Company’s internal or external auditors to allow a prompt and accurate audit of Customer’s use of the Subscription and provide records and data as may be required by Company. The customer shall also co-operate in good faith with the Company and shall correct any practices which are found to be deficient because of any such audit within a reasonable time after receipt of the Company’s or their auditor’s audit report. If any deviations or faults are found, the Customer shall bear the expense of such an audit.

22. SURVIVAL

If this Agreement is terminated in accordance with the terms hereof, this Agreement shall become void and of no further force and effect and none of the Parties shall have any right or obligation or liability to the other Parties under this Agreement, provided however that, the provisions of section 6, 7, 8, 9, 11, 12, 13 (d), 15, 16, 17, 19, 20, 24, 25, 26 and 28 shall survive the termination of this Agreement without limit in time.

23. INDEPENDENT CONTRACTOR

The Parties are independent contractors, and none of their personnel or subcontractors are agents, representatives, or employees of any other Party. No Party owes a fiduciary duty to any other Party. No Party shall have the authority to bind or make any representations on behalf of any other Party, and no Party shall hold itself out as such or knowingly permit another to rely on such belief.

24. NON-SOLICITATION

Either Party agrees that it will not, nor will it cause or permit, during the Subscription Term of this Agreement and for a period of one year after the termination or expiration of this Agreement, directly, solicit the services of (for employment, consulting or otherwise), accept the services of, or employ or engage any person who is now employed by the other Party and with whom the Party has had contact as part of its business relationship with the other Party.

25. NON-COMPETE

Customer understands, agrees and acknowledges that Customer shall not use the Subscription in any manner to assist or take part in, and/or shall not on its own, undertake the development, marketing, or sale of a product potentially competitive with the Software.

26. ORDER OF PRECEDENCE

If there is any conflict between an Order Form and the terms and conditions of the main body of this Agreement, then the documents shall prevail in the following order: (a) Agreement; (b) Order Form to the extent that the Order Form expressly states that it modifies any specified provisions in the main body of this Agreement.

27. NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing, by hand delivery, commercial overnight courier or registered to the addresses stated below for the Parties or in the case of email, sent to the email address nominated in writing by the Parties.

TO COMPANY
Attn.:
Address:
Email:

TO CUSTOMER
Attn.:
Address:
Email:

Any change to the abovementioned address shall be announced within ten (10) days of such change.

28. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind including but not limited to any agreements or terms and conditions preceding the date of this Agreement, and may not be amended, supplemented, varied, or otherwise changed except in writing through mutual agreement of the Parties. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. This Agreement may be modified in writing specifically referencing this Agreement and any such modifications must be signed by both the Parties. Standard terms and conditions of an Order Form or an invoice or any similar document whether hosted on Party’s website or otherwise shall be ineffective.

IN WITNESS WHEREOF

the Parties hereto have executed this Agreement as of the Effective Date.

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EXHIBIT A - SAMPLE FORMAT OF ORDER

This Order dated ______ is made part of the Subscription Agreement executed between V2STech Solutions Private Limited (“Company”) and __________________________ (“Customer”) dated____________ (“Agreement”).

All capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement; all capitalized terms defined herein shall have the meaning set forth in this Order.

I. Description of Software and Services	[•]
II. Description of Mobile Application	[•]
III. Subscription Term	[•] years
IV. SLAs (If any)	[•]
V. Terms and Conditions	Other Expenses: <<TBD>> Additional Terms: (if any): <<TBD>>

Order # approved and acknowledged.