General Terms and Conditions of Subscription

These GENERAL TERMS AND CONDITIONS OF SUBSCRIPTION (the “Subscription Terms”) shall apply to the Parties of the Master Subscription Agreement (“Master Subscription Agreement”), i.e., the Subscriber, the Partner (Outrange), and Kenverse/Solution Provider (as defined under the MSA).

The Subscriber, the Partner and Kenverse/ Solution Provider shall, where the context so provides, hereinafter be individually referred to as a “Party” and collectively referred to as the “Parties”.

1. DEFINITIONS

In these Subscription Terms, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them in their corresponding definition provisions, across this Subscription Terms and cognate expressions bear corresponding meanings, specifically as below. Additionally, where capitalised terms are not defined in these Subscription Terms, they shall refer to the definitions set out in the Master Subscription Agreement.

1.1. “Affiliate(s)” shall:

(i) in case of a Subject Person, other than a natural Person/ individual, mean any other Person (whether in India or elsewhere) which, directly or indirectly: (i) is Controlled (as defined hereinafter) by such Subject Person; (ii) Controls such Subject Person; or (iii) is under the common Control with such Subject Person; and

(ii) in case of a Subject Person who is an individual or natural Person, means a Relative (as defined in the Indian Companies Act, 2013) of such Subject Person.

1.2. “Control” for the purposes of this definition, means the beneficial ownership, directly or indirectly, of more than 50% (fifty percent) of the voting rights of an entity, or the power of such Party to direct or influence the management or policies of such entity or person, directly or indirectly, whether through the ownership or voting of securities, by contract, by the right or power (whether or not such right or power is actually exercised) to appoint or nominate majority of the composition of the board of directors or the governing body thereof or otherwise and the terms “Controlling”, “Controlled”, “Controls” and/ or related cognate expressions shall have meanings correlative to the foregoing.

1.3. “Confidential Information” shall mean all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Subscriber includes any data relating to the users of the Solution users. Confidential Information of the Solution Provider includes the Services, technology and technical information relating to the KAI Solution and the related services, content, product plans and designs, Intellectual Property Rights and business processes. Confidential Information of either Party shall include business and marketing plans, trade secrets, business, operations, financial conditions, disclosed by Disclosed Party. However, Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

1.4. “Data” shall mean all such information, of any kind whatsoever: (a) gathered from the Subscriber through its internal digital platforms or otherwise; (b) provided by the Subscriber to Outrange and/or the Solution Provider; (c) provided by the Subscriber for the Optional Services; and (d) collated by the Solution Provider and Outrange, during the tenure of the Master Subscription Agreement, to facilitate offering the Solution and Services to the Subscriber.

1.5. “Derivative Work” shall mean a work that is based upon one or more preexisting work(s), such as revision, abridgement, condensation, expansion, or any other form in which such preexisting work may be recast, transformed, or adapted and that, if prepared without authorisation of Kenverse would constitute copyright infringement or other infringement of the proprietary rights of Kenverse.

1.6. “Documentation” shall mean the materials provided or made available to the Subscriber by Kenverse (through or on behalf of Outrange) relating to the Solution which describe the operation, function, and performance of the Solution.

1.7. “Intellectual Property Rights” or “IPR” shall mean and include, without limitation all right, title, and interest in and to all: (a) Patent and all filed, pending, or potential applications for Patent; (b) trade secret rights and equivalent rights arising under the Laws (as defined hereinafter) of India or any other Law for the time being in force; (c) copyrights, other literary or allied proprietary rights; (d) trademarks, symbols, logos and/or proprietary indicated under the Laws of India or any other law for time being in force; (e) all technical information, designs, formulae, algorithms, procedures, methods, techniques, ideas, knowledge, experiences, research and development, data, databases, network protocols, software, application programming interfaces, improvements, programs, sub-routines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, works of authorship and other similar materials, and all recordings, graphs, drawings, Technical Documentation, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and (f) Derivative Works, Documentation, Information and Improvements, and in each such instance pertaining to or in connection with the Solution and the Services.

1.8. “Improvements” shall mean with respect to the Solution, all discoveries, innovations, improvements, enhancements, Derivative Works, or modifications of or to the Intellectual Property Rights.

1.9. “Information” shall mean collectively, all technical information, designs, formulae, algorithms, procedures, methods, techniques, ideas, knowledge, experiences, research and development, data, databases, network protocols, software, application programming interfaces, Improvements, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, works of authorship and other similar materials, and all recordings, graphs, drawings, Technical Documentation, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, regarding and relating to the materials, structures, applications and/ or development of Intellectual Property Rights, and all other information relating to the materials, development techniques and other information necessary to design, utilise the IPR, properly and efficiently.

1.10. “KAI Solution” or “Solution” shall mean the KAI conversational chat agent – a purpose- built conversational AI solution designed specifically for education institutions to serve as a unified, always-available interface for its users.

1.11. “Malicious Code” shall mean code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and trojan horses.

1.12. “Optional Services” or “Add-On Services” shall mean the additional services offered by the Solution Provider as ‘Optional Services’ or ‘Add-On Services’, which the Subscriber shall have the option to subscribe to, as per the terms of the Master Subscription Agreement and these Subscription Terms.

1.13. “Services” shall have the same meaning as defined in the Master Subscription Agreement.

1.14. “Subscription” shall have the same meaning as defined in the Subscription Agreement.

1.15. “Support Services” shall mean the services as further detailed in Annexure I of these Subscription Terms.

1.16. “Update” shall mean a hotfix, patch or minor version update to any software.

1.17. “Upgrade” shall mean a major version upgrade of any software.

1.18. “Technical Documentation” shall mean and include all the Information, interpretations, and documentation, as incorporated in the codes (to the required levels), in relation to the IPR.

2. SUBSCRIPTION

2.1 The Solution Provider shall issue an authorisation to Outrange, in the form of a Primary Subscription, to extend a Subscription to the Subscriber, and pursuant thereto, Outrange shall ensure that the Subscriber is accordingly provided, the Subscription to access and use the Solution, in accordance with the terms of the Master Subscription Agreement and these Subscription Terms.

2.2 Sub-license: The Subscriber shall not grant any sub-license or provide access and use to the Solution, to any third party under any circumstance, without the prior written consent of Outrange and the Solution Provider.

3. SERVICES

3.1. Optional Services

3.1.1 The Subscriber shall have the right but not an obligation to subscribe to the discretionary Optional Services provided by the Solution Provider, and the Solution Provider shall make available the Optional Services to the Subscriber during the entire Subscription Term.

3.1.2 Where the Subscriber subscribes to the Optional Services, the fee for such Optional Services shall be paid by the Subscriber in addition to the Subscription Fees.

3.1.3 The Subscriber’s subscription and use of the Optional Services shall be subject to the acceptance by the Subscriber of any applicable terms and conditions applicable to the use of such optional Services. Solution Provider

3.2. Support Services

3.2.1. The Solution Provider shall provide standard Support Services to the Subscriber during the Subscription Term, at no additional cost to the Subscriber. Further, such Support Services shall only be with respect to the Solution offered by it and excluding products/ services offered by a third party.

3.2.2. Outrange shall cause the Solution Provider to suspend the provision of the standard Support Services if any amount due to be paid by the Subscriber under the Master Subscription Agreement is overdue, and Outrange has given the Subscriber notice, following the amount becoming overdue, of its intention to suspend the standard Support Services to be provided by the Solution Provider on this basis.

3.3. KAI Solution Maintenance

3.3.1 The Solution Provider shall carry out the maintenance as required for the upkeep of the Solution during the Subscription Term and Renewal Term.

3.3.2 The Solution Provider shall or through Outrange, where practical and on a best effort basis, without prejudice to the Subscriber’s other notice obligations under the Master Subscription Agreement and these Subscription Terms, provide notice to the Subscriber for the following activities:

(i) Scheduled maintenance activities – at least 1 (one) Business Day’s prior written notice of any scheduled maintenance activities that are likely to affect the availability of the Solution or are likely to have a material negative impact upon the Solution.

(ii) Upgrade – at least 1 (one) Business Day’s prior written notice of any planned Upgrade to the Solution, which may result in any interruption or outage of the Solution.

(iii) Update – at least 3 (three) Business Day’s prior written notice of any security Update to the Solution and at least 1 (one) Business Day’s prior written notice of the application of any non-security Update to the Solution (which is not automatic).

3.3.3 Outrange shall have the right to cause the Solution Provider to suspend its maintenance activities if any amount under the Master Subscription Agreement is due to be paid by the Subscriber and Outrange has given to the Subscriber notice, following the amount becoming overdue, of its intention to suspend such maintenance activities on this basis.

4. RESPONSIBILITIES AND OBLIGATIONS OF THE SOLUTION PROVIDER The Solution Provider hereby undertakes the following:

4.1. To make the Solution and Services available to the Subscriber, pursuant to the Master Subscription Agreement and these Subscription Terms.

4.1.1. The deployment of the Solution as communicated by the Solution Provider, subject to timely provision of Data, and other required information by the Subscriber;

4.1.2. To maintain appropriate safeguards for protection of the security, confidentiality and integrity of the Data including, measures designed to prevent unauthorised access to or disclosure of the Data (other than by the Subscriber). To clarify, the Solution Provider does not have access to the Subscriber’s Data.

4.2. To use commercially reasonable efforts to make the Solution available 24 (twenty-four) hours a day, 7 (seven) days a week, save and except:

(a) during a planned maintenance/ downtime (of which the Solution Provider shall give advance written notice); and

(b) for such Force Majeure events, when any unavailability is caused by circumstances beyond the Solution Provider’s reasonable control, including but not limited to, acts of God, epidemics, pandemics, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, impact of any Malicious Code, internet service provider failure or delay, network disruptions, server disruptions, computer hacking, unauthorised access to computer data or storage devices, computer crashes or any other circumstances affecting the services.

4.3. The Subscriber agrees and acknowledges that the Solution Provider and/ or Outrange shall in no event be liable for any non-availability or inability to use or access the Solution arising on account of the online, web-based nature of the Solution, the outages or interruptions in the availability of the Solution due to reasons beyond the reasonable control of the Solution Provider, such as network disruptions, server disruptions, computer hacking, unauthorised access to computer data or storage devices, computer crashes or other events of Force Majeure (as defined hereinafter).

4.4. Further, with respect to integration with Subscriber’s proprietary applications and/ or third- party services/ applications currently used by the Subscriber, the Solution may contain features designed to inter-operate with such applications. The Solution Provider cannot guarantee the continued availability of its Solution and may cease providing them without entitling the Subscriber to any refund, credit, or other compensation, if for example and without limitation, the provider of a third party application ceases to make such third party application available for inter-operation with the corresponding Solution in a manner acceptable to the Solution Provider. Further, any feature of such third-party/ internal application that in the Solution Provider’s judgment threatens the security, integrity or availability of Solution, then it shall result in immediate removal or de-integration of the Solution from such application. However, the Solution Provider will use commercially reasonable efforts under the circumstances to provide the Subscriber with notice and an opportunity to remedy such violation or threat prior to any such removal.

5. RESPONSIBILITIES AND OBLIGATIONS OF THE SUBCRIBER

The Subscriber hereby undertakes the following: 5.1 To be responsible for the accuracy, quality and legality of the Data.

5.2 To prevent any unauthorised access to or use of the Solution and to immediately notify Outrange and/ or Solution Provider of any such unauthorised access or use.

5.3 When notifying a discrepancy or error pertaining to the Solution, the Subscriber shall (so far as it is reasonably possible) provide the Solution Provider with a documented example detailing such discrepancy or error, in a timely manner.

5.4 To use the Solution only for the Permitted Purpose and strictly comply with all applicable Laws, rules and regulations in its use of the Solution.

5.5 Any use of the Solution in breach of the foregoing, that in the Solution Provider’s judgment, threatens the security, integrity or availability of the Solution, or is in breach or violation of any Law, shall entitle the Solution Provider to suspend the Subscriber’s account without notice and, Outrange and the Solution Provider may, upon being notified of the same, terminate the Master Subscription Agreement.

5.6 Usage Restrictions: In addition to any other restrictions contained in the Master Subscription Agreement and these Subscription Terms, the Subscriber shall not:

(a) sell, resell, license, sub-license, distribute, make available, rent or lease the Solution, or include the Solution in a service bureau or outsourcing offering;

(b) interfere with or disrupt the integrity or performance of any Service;

(c) attempt to gain unauthorised access to or permit direct or indirect access to or use of the Solution or any Services in a way that circumvents contractual usage limit, or use any Services to access or use any of the Intellectual Property, except as permitted under the Master Subscription Agreement and these Subscription Terms;

(d) modify, copy, or create Derivative Works based on a Service or any part, feature, function or user interface thereof;

(e) frame or mirror any part of the Solution or any Service, other than framing on Subscriber’s own intranets or otherwise for its own internal business purposes or as permitted in the Master Subscription Agreement and these Subscription Terms; and

(f) disassemble, reverse engineer, or decompile the Solution or Service or access to it.

5.7 ensure that all payments due as per the Master Subscription Agreement are made in time in accordance with the timelines and the agreed payment terms as mutually agreed.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Parties acknowledge that the rights, title, and interest in and all Intellectual Property Rights, belong exclusively to the Solution Provider, and the Parties shall not do anything which might bring into question the ownership of those rights or their validity.

6.2. The Parties understand that the Solution is made available by the Solution Provider on a limited license or access basis, and no ownership right is conveyed by it and neither the Master Subscription Agreement nor the performance of the obligations herein shall or be deemed by it to convey title or any ownership interest or rights in the Intellectual Property Rights, and the Parties shall not infringe Intellectual Property Rights, whether directly or indirectly or through any third party.

7. CONFIDENTIALITY OBLIGATIONS

7.1. The Parties by the nature of the Master Subscription Agreement and these Subscription Terms may have access to each other’s Confidential Information. The Parties agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of the Confidential Information by using all reasonable efforts to prevent any unauthorised copying, use, distribution, installation or transfer of possession of such information.

7.2. The confidentiality obligation contained herein shall not prevent either Party from entering into similar agreements with third parties, provided that the restrictions hereunder are not violated.

7.3. Without the prior written consent of the other Party, as may be applicable, or except as otherwise provided in the Master Subscription Agreement and these Subscription Terms, the Parties shall not:

(i) distribute or disclose to any other person any of the Confidential Information; or

(ii) permit any other person to have access to the Confidential Information; or

(iii) use the Confidential Information for any purpose other than in relation to the services under the Master Subscription Agreement and these Subscription Terms; or

(iv) disclose to any other person the terms, conditions, status or other facts regarding the Master Subscription Agreement.

7.4. Each Party shall take reasonable measures to protect the Confidential Information of the other Party with equal sensitivity as it takes for its own information of a similar nature, which in no event shall be less than a reasonable degree of care and diligence. Each Party shall reproduce the other Party’s proprietary rights, notices on any such approved copies, in the same manner in which such notices were set forth in or on the original, such that, such Confidential Information is not modified, tampered or altered in any way.

7.5. The Solution Provider shall have a right and not an obligation to utilise such data for internal analytics, that would help in improving and optimising the Solution, by gathering such information on usage, user behaviour and demographic, collation of other statistics etc. as maybe required.

7.6. In the event, either of the Parties is required by Law or under any judicial or governmental proceeding or otherwise to disclose any Confidential Information, the disclosing Party shall give the other Party a written notice of such request, so that the other Party may seek a protective order or appropriate remedy. If, in the absence of a protective order, the disclosing Party determines, upon the advice of an appropriate legal counsel, that it is required to disclose such Confidential Information, it may disclose such Confidential Information only to that extent it is compelled to do so and shall provide assistance in obtaining an order protecting the information from public disclosure. Further, in such case as well, the disclosing Party shall intimate the other party of such disclosure in writing.

8. DATA AND PROTECTION

8.1. The Subscriber hereby grants to the Solution Provider the right to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Data to the extent reasonably required for the performance of the Solution Provider's obligations and the exercise of the Solution Provider’s rights under the Master Subscription Agreement and these Subscription Terms. Solution Provider.

8.2. The Subscriber warrants to the Solution Provider that the Data when used by the Solution Provider in accordance with the Master Subscription Agreement and Subscription Terms will not infringe the intellectual property rights of any third-party.

8.3. With respect to Data including any Personally Identifiable Information (“PII”) – Each Party agrees and accepts to collect, store, transfer, or otherwise disclose such Data in accordance with the requirements of applicable law including but not limited to:

(a) The Parties agree to use the Data only for the purposes of, or in connection with, the Master Subscription Agreement and these Subscription Terms;

(b) Parties shall not use or process the Data for any illegal or unlawful purpose whatsoever;

(c) Any act or omission of either Party’s personnel shall be deemed to be the act or omission of such Party, for which the said Party will be liable in accordance with the terms of the Master Subscription Agreement and these Subscription Terms;

(d) Each Party shall place technical and organizational security measures to protect Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of Data over a network, and against all other unlawful forms of processing in accordance with the applicable data protection laws.

(e) Individuals to whom Data relates may have certain rights in respect of the same and each Party has an obligation to make provision for such individual to exercise their rights, the Parties agree to assist each other in fulfilling all their obligations in this regard;

(f) Each Party further agrees that individuals to whom Data relates may have rights to demand deletion of some or all of the Data collected. If the Solution Provider receives a deletion request from an individual to whom Data relates, it shall have the right to delete such Data, upon notifying the Subscriber of the same; and

(g) The Parties agree and acknowledge that Data may be subject to examination by any federal, state or local governmental or quasi-governmental officials with regulatory authority and thereby agree to co-operate and assist each other in such examination. In the event of any breach of this section by the Subscriber, the Subscriber shall indemnify the other Parties, in accordance with the provisions of these Subscription Terms.

8.4. All Data pertaining to minors below the age of 18 (eighteen) years, as disclosed or collected for all purposes by the Subscriber shall be considered on an as is basis, as if such information is provided with the consent of the parent/ legal guardian. If the Subscriber becomes aware that any personally identifiable information of persons less than 18 (eighteen) years of age has been collected without verified parental consent, then the Solution Provider (at the request of the Subscriber) will take the appropriate steps to omit any such information. However, the Subscriber shall consider it to be the responsibility of the legal guardian/ parents to monitor their children’s use of the Solution. Nevertheless, the Subscriber shall not collect, process and share any Data from minors below 18 (eighteen) years of age without the prior approval of the parent/ legal guardian. Further, Solution Provider does not seek or intend to seek or fetch any Data pertaining to minors that does not have prior approval of the parent/ legal guardian. Should the Solution Provider have reasons to believe that a minor has provided Data without the prior consent of the parent/ legal guardian, the Subscriber shall be contacted immediately to ensure such Data is omitted and not accessible from the Solution.

9. INDEMNIFICATION

9.1. Each Party (including their Affiliates, an “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (including their Affiliates, an “Indemnified Party”), against all costs, claims, damages, expenses, fines, losses, liabilities and penalties including reasonable attorney's cost, expenses accruing, incurred or suffered by the Indemnified Party, directly or indirectly arising out of: (i) breach by the Indemnifying Party of any of the terms and conditions of the Subscription Agreement and these Subscription Terms; (ii) breach by the Indemnifying Party of any provision of applicable Law; and (iii) any negligence or wilful misconduct on the part of the Indemnifying Party.

9.2. The Subscriber hereby agrees to, indemnify, defend and hold harmless the other Parties from and against any and all costs, claims, damages, expenses (including reasonable attorney’s fees), fines, losses, liabilities, penalties, decrees, orders, suits, that may be incurred by the other Parties on account of any breach by the Subscriber of any applicable Laws, rules or regulation pertaining to data privacy or protection including without limitation, the regulations pertaining to collection, storage and transfer of any sensitive or personal data or information. Without in any manner limiting the generality of the foregoing, the Subscriber shall particularly indemnify the other Parties from and against any consequences arising out of any breach by it of the provisions of the section on Data and Protection (specifically, the Personally Identifiable Information).

9.3. In no event shall the aggregate liability of the Indemnifying Party, arising out of or related to the Master Subscription Agreement exceed the total amount paid by the Subscriber hereunder for the Services during the Subscription and/or Renewal Term or 12 (twelve) months immediately preceding the date of any such default, whichever is lower.

9.4. Notwithstanding anything mentioned in this Clause 10, there shall be no limit on the aggregate liability of Indemnifying Party, arising out of claims relating to (a) infringement of Intellectual Property of Kenverse; (b) an act of fraud and gross negligence by the Subscriber; and (c) breach of any Applicable Laws, rules or regulations, pertaining to Data and Protection. 9.5. All Parties agree that all indemnity claims can be raised by the Indemnified Party against the Indemnifying Party only during the Term of the Master Subscription Agreement. Notwithstanding anything mentioned under this Clause 9.5, in the event the Indemnified Party incurs a loss due to an event or cause of an indemnity event which takes place during the Term of the Master Subscription Agreement but gives rise to an indemnity event during or after the Term of this Agreement, in such scenarios, the Indemnified Party shall be eligible to raise an indemnity claim after the Term of this Agreement.

9.6. It is hereby clarified that any act, omission or breach by either Party’s personnel or representative shall be deemed to be the act, omission or breach of such Party, for which the said Party will be liable in accordance with the terms of the Master Subscription Agreement and these Subscription Terms.

9.7. In no event will either Party have any liability arising out of or related to the Master Subscription Agreement and these Subscription Terms, for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a Party has been advised of the possibility of such damages.

10. TERMINATION AND CONSEQUENCES OF TERMINATION

10.1. The term of the Master Subscription Agreement shall be as ascribed in the Master Subscription Agreement.

10.2. Either of the Parties shall be entitled to terminate the Subscription Agreement for any breach of its provisions by the other Party and upon termination shall have recourse to its rights as contained in the Master Subscription Agreement and these Subscription Terms, provided:

a) the breach continues unabated for a period of 90 (ninety) Business Days (or such longer or extended period as may be given in writing by the non-defaulting Party);

b) the Party in breach receives a written notice of the breach from the other Party at the expiration of the initial 90 (ninety) Business Days giving 7 (seven) Business Days’ notice of the intention to terminate the Subscription Agreement; and

c) the defaulting Party fails to remedy the breach after the expiration of the period stipulated in the notice of intention to terminate.

Provided that if either of the Parties refuse or fails in any material respect properly to perform its obligations under the Master Subscription Agreement and these Subscription Terms or violates any of the material terms or conditions of the Subscription Agreement and these Subscription Terms, such refusal, failure, or violation shall constitute a breach.

10.3. If voluntary or involuntary proceedings by or against a Party hereto are instituted for bankruptcy under any insolvency law, or a receiver or custodian is appointed for such party, or proceedings are instituted by or against such party for corporate reorganisation or the dissolution of such Party, which proceedings, if involuntary, shall not have been dismissed within 60 (sixty) days after the date of filing, or if such Party makes an assignment for the benefit of creditors, or substantially all of the assets of such Party are seized or attached and not released within 60 (sixty) days thereafter, the other Party may immediately terminate the Master Subscription Agreement, effective upon notice of such termination.

10.4. Consequence of termination

10.4.1. Upon the termination of the Master Subscription Agreement, (a) the Subscription and Services granted to the Subscriber, and (b) any ancillary or additional service shall cease and the Subscriber’s access to the Solution shall terminate, except as set out in the Master Subscription Agreement, and as may be mutually agreed between the Parties;

(a) all Services under the Master Subscription Agreement, will promptly cease;

(b) each of the Parties shall, within 30 (thirty) days, promptly return or destroy all non- public Confidential Information (as defined in the General Terms and Conditions of Subscription) received from the other Party, in connection with the Master Subscription Agreement (including the return of all information received regarding or in connection with the provisions of the Master Subscription Agreement or Services, including any information received with respect to the Solution), without retaining a copy or a duplicate thereof;

(c) The Subscriber shall, within 30 (thirty) days, honour all payables and make any accrued and unpaid payment to Outrange, as required pursuant to the terms of the Master Subscription Agreement;

(d) the Parties shall ensure the settlement and adjustment of all accounts, and shall raise the final invoices, documentation, etc., to facilitate the full and final settlement of accounts between the Parties.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. The Subscription Agreement and these Subscription Terms shall be governed by and construed according to the applicable Laws of India.

11.2. Any dispute, controversy, claim or disagreement of any kind whatsoever between or among the Parties in connection with or arising out of the Master Subscription Agreement and/ or these Subscription Terms or the breach, termination or invalidity thereof shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 by a sole arbitrator to be mutually appointed by the Parties within a period of 30 (thirty) days. The language of the arbitration shall be English, and the venue of arbitration shall be Bangalore. The arbitration award shall be final and binding upon the Parties.

11.3. Further, the Parties hereto agree that the courts in Bangalore shall have exclusive jurisdiction over any and all disputes that may arise out of or in connection with the Subscription Agreement and these Subscription Terms.

12. CHANGES TO SOLUTION

The Solution Provider may, in its sole discretion, make any changes to the Solution that it deems necessary or useful to: (i) maintain or enhance: (a) the quality or delivery of its Services to its customers; (b) the competitive strength of, or market for, its Solution or Services; or (c) such Solution’s cost efficiency or performance, or (ii) to comply with the applicable Law.

13. FORCE MAJEURE

Neither Party shall be liable for any delay or failure to perform its obligations under the Master Subscription Agreement and these Subscription Terms, to the extent that such delay or failure is caused due to any fire, flood, storm, earthquake, and other natural calamities, plague, pandemic, epidemic, pestilence, quarantine, acts of god, act of state, war, civil commotion, or any other circumstances beyond the reasonable control of the affected Party (except the Subscriber’s liability to make timely payments hereunder). In any such event, the Party unable to meet its obligations shall promptly notify the other Party of the same in writing, providing all relevant details of the circumstances affecting its performance under the Master Subscription Agreement and these Subscription Terms and the expected duration of the event of Force Majeure. In such case, the time for performance of the Master Subscription Agreement and these Subscription Terms, shall be automatically extended by a reasonable period. The Parties agree that economic downturn shall not be considered an event of Force Majeure for the purposes of the Master Subscription Agreement and these Subscription Terms.

14. PUBLICITY

The Subscriber agrees that the Solution Provider may identify the Subscriber as a customer and use the Subscriber’s logo and trademark in the Solution Provider’s promotional materials.

The Parties shall not, both during and after the expiration/ termination of the Master Subscription Agreement, publish any oral or written statements about the other Parties or its shareholders, subsidiaries, Affiliates, and group companies or each of their respective board of trustees, equity holders, representatives that: (a) are slanderous, libelous, or defamatory; or (b) place any of the foregoing in false light before the public.

15. DISCLAIMER OF WARRANTIES

The Subscriber acknowledges that the rendering of any Services in terms of the Master Subscription Agreement is on an ‘as is’ basis and except as expressly provided herein, the Solution Provider provide no warranty of any kind, either express or implied, either in fact or by operation of law, by statute or otherwise, including without limitation, any warranties that the Solution is free of errors and defects, merchantable, fit for a particular purpose or non- infringing. Any such warranties to the extent permissible under applicable Law are hereby expressly disclaimed.

16. CHANGES TO THE SUBSCRIPTION TERMS

The Solution and/ or Services and the Solution Provider’s operations may change from time to time. As a result, the Solution Provider may make revisions, changes and/ or amendments to these Subscription Terms. The Solution Provider reserves the right to update and/ or modify these Subscription Terms, at any time and from time to time without prior notice. The Subscriber is required to review these Subscription Terms periodically. The Subscriber’s continued use of the Solution after any changes or revisions to these Subscription Terms, shall indicate the Subscriber’s deemed agreement with the terms of such revised Subscription Terms.

ANNEXURE I

SUPPORT SERVICES

1. Support Services – Inclusions and Exclusions

1.1. The Support Services directly relate to issues with respect to the availability 1 of the Solution, functionalities and system performance. Specifically, however, it shall exclude the following:

1.1.1. Issues/ support requirements associated with third-party providers:

(a) In case a third-party provider has been directly engaged by the Subscriber, all issues/ support requirements pertaining to such third parties, should be routed by the Subscriber to the specific third party, directly, through their official support channels.

(b) In case a third-party provider has been engaged by the Subscriber through the Solution Provider, while the Solution Provider shall on a best-efforts basis act as a point of contact for the Subscriber, and provide the Subscriber with the required support, as may be possible, all issues/ support requirements pertaining to such third parties, shall be resolved directly by the specific third party, itself.

1.1.2. Issues associated with the Subscriber’s computing devices, local area networks or internet service provider connections;

1.1.3. Requests from third-party provider(s) of the Subscriber;

1.1.4. Networks, devices, servers and workstations managed by the Subscriber;

1.1.5. Requests regarding configuration and customization of the Solution;

1.1.6. Issues caused by using equipment, software or service(s) in a way that has been recommended against;

1.1.7. Subscriber has made unauthorized changes to the configuration or set up of the Solution;

1.1.8. Subscriber has prevented the Solution Provider from performing required maintenance

activities; and 1.1.9. Issue caused by unsupported equipment, software or other services.

2. Resolution Process

2.1. Incident Logging

2.1.1 Incidents shall be logged through authorised channels which shall be the designated CRM system, phone calls, emails, or other approved incident logging mechanisms.

2.1.2 The logging process shall include the following details, including:

(i) The specific product or service impacted by the incident.

(ii) The feature or functionality affected by the incident.

(iii) The consequences or impact of the incident on the business operations of the Subscriber.

(iv) Identifying whether the incident is a new occurrence or a repeated issue.

2.2. Ticket Creation

2.2.1 A service ticket will be generated immediately upon the initial contact with the Subscriber or Subscriber reporting the incident.

2.2.2 The ticket creation shall include the following information:

(i) An autogenerated incident ID for tracking purposes, which shall serve as a unique identifier for each such incident.

(ii) An identification of the affected client or Subscriber.

(iii) The specification of the product or service impacted by the incident.

(iv) Incident prioritisation and assignment of the severity level based on the urgency and impact of the incident.

2.3. Incident Categorisation

2.3.1 Incidents shall be categorized and sub-categorised to streamline the incident management process. The categorisation shall be depend on the disruption caused by the said incident, which shall be as follows:

(i) Application related issues – specific product, feature, and impact;

(ii) Security related issues – network, service denial attacks, and related aspects.

2.4. Incident Prioritisation

Each incident shall be prioritised based on due consideration of the impact, urgency and degree of disruption caused to the business of the Subscriber. The priority levels shall be as follows:

2.5. Incident Resolution

Incident resolution activities will be executed based on the priority and severity level of each incident.

2.6. Incident Closure

2.6.1. Incidents can be closed once the underlying issue is resolved, and the Subscriber

acknowledges and expresses satisfaction with the resolution. 2.6.2. Closure involves obtaining formal acknowledgment from the Subscriber, indicating their acceptance of the resolution.

2.6.3. If there is no acknowledgment by the Subscriber within 2 (two) Business Days of the resolution, the Solution Provider reserves the right to unilaterally close the ticket. The Subscriber shall be notified of the closure of the ticket within an interim 24 (twenty-four) hours of the time of closure.

2.6.4. Records of the incident and its resolution shall be maintained for future reference.