THE CUSTOMER IS REQUIRED TO READ THE TERMS AND CONDITIONS CONTAINED HEREIN FOR THE SERVICES PROVIDED BY RISK QUOTIENT(RQ). BY ACCESSING OR USING RQ’S AKIRA SOFTWARE OR SERVICES OFFERING, YOU (the “Customer” or the “Client”) ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS IN FORM OF LEGALLY BINDING AND ENFORCEABLE AGREEMENT. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF RQ’S AKIRA SOFTWARE SERVICES OR FOR FREE SERVICES OFFERING, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” OR “CLIENT SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES OF RQ.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE REQUESTED NOT TO ACCESS OR USE THE SERVICES OF RQ.

1. Definitions and Interpretation

1.1 Definitions

“Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control of the subject entity, where “control” is the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity or otherwise the power to direct the management and policies of the entity. An entity shall deem to be an Affiliate only so long as such control continues.

“Applicable Law(s)” means any law, statute, ordinance, rule, regulation, directive, guideline, policy or other pronouncement, including judicial decisions, having the effect of law in India or elsewhere, order, decree, clearance, approval, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority whether in effect as of the date of this Agreement or thereafter and in each case as amended.

Agreement”“ means this Agreement, along with Data Processing Addendum, including the recitals, all the attached annexures/schedules, which are incorporated herein by reference, and/or any amendments, modifications, or supplements other mutually agreed and executed document.

“Information Security and Privacy Exhibit Addendum” means our Information Security and Privacy Exhibit Addendum posted on https://app.askakira.com/privacy-policy/ (or such other URL as notified to you) as amended from time to time.

“Documentation” means the online or written user guides, specifications and manuals regarding the SaaS Software and Customer Support made available by us, and any updates thereto, but excluding marketing materials and sales publications.

“Force Majeure Event” means an act of God (e.g., a natural disaster, accident or epidemic) or another event outside of a party’s reasonable control (e.g. acts of war, terrorism, government or regulatory authority or by another third party outside the party’s control).

“Foreign Currency/ies” means currency other than Indian Currency i.e. Indian Rupees in circulation.

“Intellectual Property Rights” means any and all present, contingent and future intellectual and industrial property rights (including patents, copyrights, registered and unregistered design rights, trademarks, trade secrets, know-how, layout designs, database rights, and all other similar or corresponding proprietary rights, whether registered or unregistered, and all applications for the same, anywhere in the world and all rights of whatever nature in computer programs, firmware, micro-code and other computer software and data, and all intangible rights and privileges of a nature similar to any of the foregoing).

“Party” means individually as Risk Quotient Consultancy Pvt.Ltd and you / Customer.

“Parties” means collectively as Risk Quotient Consultancy Pvt.Ltd and you / Customer

“Proper Laws” means the Applicable Laws of Republic of India governing the Agreement and its provisions thereof.

“Restricted Geographies” means: (i) Cuba, Sudan, Iran, North Korea, Syria, Pakistan, and the territory of Crimea / Sevastopol; and (ii) any other country or territory that is subject to sanctions by the United Kingdom, the European Union, the U.S, United Nations, Republic of India or elsewhere.

“RQ Data” means the information data about the configuration and use of the Software, Usage Data, the Documentation, and other information provided to you via login into the Software or otherwise by RQ in the course of performance under this Agreement, other than Customer Data.

“SaaS Services” means the services intended to be provided or being provided by RQ through SaaS Software / Software to the Customer.

“SaaS Software / Software” means the SaaS Software (AKIRA Services) owned by RQ to provide Artificial Intelligence based questionnaire response solutions including any Maintenance that you procure or subscribe from RQ as more particularly described in the Documentation but excluding any Third-Party Service.

“Subscription Fees” means fees determined or offered by RQ for providing SaaS Services to the Customer.

“Subscription Term”“Subscription Term” means the term for which the SaaS Services will be made available to the Customer upon the due payment of Subscription fees.

“Territory” means the territory of the Republic of India.

“Third-Party Provider” means the provider of a Third- Party Service.

“Third-Party Service” means any product(s) (e.g. Apps, software, or forms), tool(s) (e.g. integration or development tools) or service(s) (e.g. cloud services, hosting, implementation, configuration, development or accounting services or payment services) provided by a party other than RQ or our subcontractors.

“Users” means your employees, consultants, contractors or agents or such other individuals or persons who are expressly authorised by you or have authority to access and use the Software as per the terms and conditions of this Agreement.

“we” “us” or “our” means Risk Quotient Consultancy Private Limited or it Affiliates providing SaaS Software Services to you.

“you” or “your” means the person accepting this Agreement, provided that if such acceptance is on behalf of a company or other legal entity then: (i) the person represents that they have the authority to bind such entity and its Affiliates to the terms of this Agreement; and (ii) “you” and “your” and “Customer” refers to such entity and its Affiliates (to the extent that Users who are employed or who are otherwise engaged as consultants, contractors or agents by Affiliates access and use the Software).

The capitalized terms not defined herein above shall have the respective meaning given to them elsewhere in this Agreement.

1.2 Interpretation

In this Agreement: (a) the headings are for convenience only and shall not affect its construction or interpretation; (b) “including” and “includes” and similar expressions shall, if the context requires, be interpreted as illustrative, not exhaustive; (c) words of a technical nature shall be construed in accordance with the relevant general usage in the computer software industry and as per the Proper Laws of this Agreement, (d) references to a person include an individual, a body corporate and an unincorporated association of persons; (e) use of the singular shall be treated as including the plural and vice versa; and (f) a reference to writing or written includes email but not faxes.

2. Free Trial

If you register on our website for a free trial, we will make the applicable Service(s) available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the SaaS Services / AKIRA Service (s), or (b) the start date of the Purchased AKIRA Service subscriptions ordered by you for such AKIRA Service(s), or (c) termination by us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and shall be legally binding.

ANY DATA PROVIDED BY YOU TO AVAIL OR ACCESS FREE TRIAL OF SAAS SERVICES / AKIRA SERVICES , DURING FREE TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SAAS SERVICES / AKIRA SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SERVICES , BEFORE THE END OF THE TRIAL PERIOD. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY US '' SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OUR LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NIL. WITHOUT LIMITING THE FOREGOING, WE AND OUR AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL EXACTLY MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO US AND OUR AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOU USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER. YOU SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING SUCH PURCHASE.

3. Usage Rights

3.1 Subscription

Subject to the terms , conditions, covenants, rights and limitations as set out in this Agreement and your timely payment of all Subscription Fees as and when due, we grant you a non-exclusive, non-transferable (except as expressly permitted herein), non-sublicensable limited right to subscribe, use and access the Software during the Subscription Term provided that;(i) you use the Software: (a) solely for your internal business purposes; (b) in accordance with the scope of use as set out in the Order and the Documentation; and (ii) unless otherwise specified in the Order, you use and access the Software through an Approved Environment.

3.2 Limitations

Except with our prior written consent, you shall not access or use all or any part of the Software if you provide or intend to provide any services or functionality competing directly or indirectly with the Software, or for any other benchmarking or competitive purposes. Any breach of this section 3.1 , by you, shall amount to a material breach of this Agreement and we shall have absolute right to terminate this Agreement forthwith and without any liabilities and stop the services being provided under this Agreement.

3.3 Compatibility

You at your own cost shall be responsible for procuring, maintaining and securing your network connections and telecommunication links from your system (or those provided by a Third-Party Provider) to the Software, and for all problems, conditions, delays delivery failures, costs and all other loss or damage arising out of or relating to your (or any Third-Party Provider’s) network connections, telecommunications links or caused by the internet.

3.4 Restriction on Number of Questions

You agree that each subscription plan of the SaaS Software shall have limited number of questions and therefore you cannot exceed the number of questions as permitted in the plan subscribed by you unless you change the subscription plan.

3.5 Change in Subscription Plan

You may upgrade or downgrade the subscription plan of the Software during the Subscription Term depending on your requirement of number of questions which you can raise through the Software. In case you change Subscription plan during the Subscription Term then we will adjust the balance amount to be paid with respect to such change in Subscription plan.

3.6 Your Obligations

You unconditionally and irrevocably agree (i) to provide us with all the necessary cooperation in relation to this Agreement, and access to necessary information which may be required to fulfil our obligations under this Agreement; (ii) carry out all your obligation under this Agreement in a timely and efficient manner; (iii) ensure that the Software is used as per the Documentation and the term of this Agreement, and be responsible for Users breach of this Agreement; (iv) comply with all notifications, policies and instructions relating to the Software or use and access of the Software provided by us from time to time; (v) ensure that your network and systems are adequately secured and comply with any requirements as notified to you from time to time.

3.7 Restrictions

Unless expressly permitted by us and subject to the provisions of this Agreement, you shall not (i) license, rent, sell , resell, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Software available to any third party other than your Users or use the Software other than the permitted use; (ii) remove any proprietary notices or labels from the Software or the Documentations (iii) use the Software; (a) to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or regulations; (b) to provide us with fraudulent information; (c) to send or store material which violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) to interfere with or disrupt the integrity or performance of the Software or other data contained therein or threaten to do the same; or (f) for any other illegal or unlawful purposes.

4. Customer Support, Maintenance and Professional Services

4.1 Customer Support and Maintenance

Subject to your compliance to the terms and conditions of this Agreement, the Order and the Documentation, we will use reasonable endeavours to provide Customer Support and Maintenance via email in accordance with the Documentation. We will not be required to provide Customer Support or Maintenance where any errors in the Software arise from: (i) your failure to fulfil or comply with your obligations under this Agreement, the Order or the Documentation (ii) any other circumstance where it is stated including but not limited to the Documentation that such Customer Support and Maintenance will not be provided.

4.2 Professional Services

Upon your request and as when required, we may also provide you with other services, such as consulting, training or development services. If any such services or requirements are outside the scope of this Agreement and then such services shall only be provided by us subject to the terms of a separate written agreement between the parties.

5. Fees and Payments

5.1 Subscription Fees

In consideration of the provision of the Software as a Service you agree to pay us the Subscription Fees. We will electronically share a copy of the invoice with you upon receipt of the payment of Subscription Fee . You agree to accept receipt of invoices electronically.. All amounts and fees stated or referred to under this Agreement: (i) shall be payable in Indian Rupees or United State Dollar ; and (ii) are, except as set out in this Agreement, non-cancellable and non-refundable. We shall be entitled to increase the Subscription Fees at the start of each Renewal Term upon giving you reasonable prior written notice.

5.2 Billing and Contact information

On the Commencement Date or at the time of Subscription you shall provide us with valid, up to date, complete and accurate billing and contact information (including a valid email address) and shall promptly notify us of any change to this information. You shall communicate to us at least the following information in writing to facilitate electronic invoicing: Your full registered company/legal entity name, registered office address, goods and services tax identification number, address and/or relevant information required under Applicable Law. In any event, you shall cooperate diligently to enable such electronic invoicing process. Any error/delay in issuance of the electronic invoice due to: (a) your incorrect or insufficient invoicing information preventing us from successfully submitting the electronic invoice to the GST Portal; or (b) the GST Portal and/or any other government authority (or their designated agent/agency) not being able to duly and effectively process such invoice; or (c) any event which require us to re-issue an invoice; shall not result in an extension of the payment term set out in the Clause 5 above, and such term shall still be calculated from the date of the original invoice. We expressly reserve the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing described herein.

5.3 Payment in Foreign Currency

If you are situated outside the Territory or make payment in Foreign Currency for availing the SaaS Services then we shall not be liable for any losses incurred to you due to fluctuation in currency exchange rates while making payment in Foreign Currency. However, we shall always have a right to claim for any amount which is deficit to the Subscription Fees as a result of fluctuation in currency exchange rates.

5.4 Taxes

All Subscription Fees are exclusive of applicable taxes (including value added tax, Goods and Services Tax, Withholding taxes), levies, or duties of whatsoever nature, under Applicable Laws and imposed by tax authorities and you are solely responsible for the payment of all such taxes, levies or duties as per the applicable laws of your jurisdiction in addition to the Subscription Fees, excluding taxes on our net income. If we have any legal or statutory obligation to pay or collect any taxes for which you are responsible or become responsible by operation of law or otherwise. To claim any tax exemption, you must provide us with a valid tax exemption certificate authorized by the appropriate tax authority. If you are situated outside India then you may not be liable to pay any taxes in case our Software Services amounts to export of Software.

5.5 Suspension for non-payment

If any Subscription Fees or any other fees owing by you under this Agreement or the Order (or any other amount which is owing by you under any other agreement for AKIRA services) are nine (9) or more days overdue, we may, without any liabilities and without limiting our other rights and remedies under this Agreement or any other agreement: (i) accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable; (ii) immediately suspend the AKIRA Services including Maintenance and/or Customer Support until such overdue amounts are paid in full. You expressly agree that you shall be solely responsible for all and any losses, whether direct, indirect or consequential, caused or incurred to you as a result of suspension of AKIRA Services as per the provisions of this Clause.

6 Proprietary Rights

6.1 RQ Intellectual Property Rights

Subject to the limited rights, of use and access on Subscription basis, expressly granted under this Agreement, RQ (and its licensors, where applicable) reserve and retain all rights, title and interest in and to the SaaS Software / AKIRA Services (including any configurations, customisations, modifications, enhancements, updates and revisions thereof), RQ Data and Documentation, all logos, and trademarks reproduced through the SaaS Software / AKIRA Services including all related Intellectual Property Rights therein. All rights not expressly set out in this Agreement are reserved by RQ. The RQ or AKIRA name, logo and the product names associated with this SaaS Software are intellectual properties of RQ or third parties and no right or license is granted to you to (i) reproduce, modify, distribute, or publicly display or perform the SaaS Software included in the SaaS Services (ii) or any other right to the SaaS Services not specifically set forth herein.

6.2 Ownership of Customer Data

Customer Data is owned by you, and you grant us and our subcontractors a worldwide, royalty-free, non-exclusive license to use any Customer Data provided through your use of the SaaS Software to the extent necessary to perform our obligations under this Agreement and otherwise use in accordance with this Agreement.

6.3 Feedback

You may, but are not required to, provide RQ or its subcontractors with ideas, suggestions, requests, recommendations or feedback about the SaaS Software. If you do so, you grant us a non-exclusive, royalty free, worldwide, perpetual, irrevocable license to use, exploit, reproduce, incorporate, distribute, disclose, and sublicense any feedback for any purpose.

7. Confidentiality

7.1 Definition of Confidential Information

Subject to section 6.2, "Confidential Information" means all information of a party ("Disclosing Party") disclosed 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, including the terms of this Agreement, the business and marketing plans, pricing and payment information, technology and technical information, product designs, and business processes. The SaaS Software and RQ Data are our Confidential Information.

7.2 Exceptions

Confidential Information excludes: (i) information that was known to the Receiving Party without a confidentiality restriction prior to its disclosure by the Disclosing Party; (ii) information that was or becomes publicly known through no wrongful act of the Receiving Party; (iii) information that was rightfully received from a third party authorised to make such disclosure without restriction; (iv) information that has been independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information; and (v) information that was authorised for release (in writing) by the Disclosing Party.

7.3 Confidentiality Obligations

The Receiving Party will use the same degree of care as it uses for its own confidential information of like nature, but no less than commercially reasonable care, to protect the Disclosing Party’s Confidential Information from any use or disclosure not permitted by this Agreement or authorised by the Disclosing Party. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, Affiliates and service providers who need access to such Confidential Information in order to effect the intent of this Agreement, provided that they are bound by confidentiality obligations no less restrictive than those in the Agreement. The provision of this clause shall survive even after the termination of this Agreement or termination of AKIRA Services.

7.4 Disclosure required by Law or Regulators

The Receiving Party may disclose Confidential Information to the extent required by court, regulators or administrative order or law, provided that the Receiving Party provides advance notice or intimation thereof (to the extent practicable) and reasonable assistance, at the Disclosing Party’s cost, to enable the Disclosing Party to seek a protective order or otherwise prevent or limit such disclosure.

7.5 Injunctive Relief

You agree and acknowledge that we may incur losses or damages which may not be sufficiently compensated by you for any actual breach or threatened breach of the provisions of this Agreement, including without limitation the provisions of Clause 5, 6, 7 and 11. Accordingly, you specifically agree that we shall be entitled to any injunctive relief to enforce the provisions of this Agreement and that such relief may be granted without the necessity of proving actual damages. This provision with respect to injunctive relief shall not, however, diminish our right to claim and recover damages in addition to injunctive relief.

8. Term

This Agreement shall commence on the Commencement Date and shall continue for the Subscription Term and, thereafter, this Agreement shall be automatically renewed depending on the Subscription plan opted by you (unless a different period is agreed in writing between the parties) (each a “Renewal Term”), unless: (i) either party gives the other party notice of non-renewal at least 9 days before the end of the Subscription Term or any Renewal Term, in which case the Agreement shall terminate upon expiry of the Subscription Term or applicable Renewal Term; or (ii) otherwise terminated in accordance with the provisions of this Agreement. If you fail to give us notice of non-renewal within the timescales specified in this section 8 , then you shall remain liable for the Subscription Fees for the remainder of the following Renewal Term.

9. Termination

9.1 Termination for Cause

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (i) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if remediable) fails to remedy that breach within thirty (30) days of being notified in writing to do so; (ii) to the extent permitted by applicable law, the other party becomes the subject of a petition in bankruptcy or other proceedings relating to insolvency or makes an assignment for the benefit of creditors; (iii) if you or your affiliate access or uses the SaaS Software or makes payment of Subscription Term from any Restricted Geographies.

9.2 Termination for Non-Payment

We may terminate this Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than nine (9 ) business days after being notified in writing to make such payment.

9.3 Effect of Termination

On expiration or termination of this Agreement for any reason: (i) all applicable User Subscriptions and other rights granted to you (including, without limitation, receiving Maintenance and Customer Support) shall immediately terminate; (ii) 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 Agreement which existed at or before termination shall not be affected or prejudiced. Notwithstanding the foregoing, each party may retain the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

10. Warranties

10.1 Authority

Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2 DISCLAIMER OF ALL OTHER WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED ON AN “AS IS'' BASIS AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES, CONDITIONS OR GUARANTEES: (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DO NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES WITH THE SOFTWARE THAT ARISE FROM CUSTOMER DATA, THIRD-PARTY SERVICES OR THIRD-PARTY PROVIDERS. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD PARTY. YOU ARE SOLELY RESPONSIBLE FOR THE USE OF SAAS SERVICES AND WE SHALL HAVE NO LIABILITY FOR ANY ISSUES WITH THE SAAS SERVICES, OR FOR ANY CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES WHICH YOU INCUR AS A RESULT OF YOUR FAILURE TO DO SO.

11. Indemnification

11.1 Indemnification by you

You shall indemnify and hold RQ and our officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that your collection, retention or use of the Customer Data infringes the rights of, or has caused harm to, a third party; or (ii) a claim alleging that your use of the Software in breach of this Agreement infringes the rights of, or has caused harm to, a third party.

11.2 RQ Indemnification

Subject to the other provisions of this Agreement, we shall indemnify and hold you harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with a claim alleging that the Software infringes the Intellectual Property Rights of a third party. In no event shall we, our employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a modification of the Software by anyone other than us; (ii) your use of the Software in a manner contrary to the instructions given to you by us, including such instructions given in any Documentation; (iii) your use of the Software in combination with any Third-Party Service, if the alleged infringement relates to such combination; or (iv) your use of the Software after notice of the alleged or actual infringement from us or any appropriate authority.

11.3 Infringement

If the Software infringes, or we reasonably believe it may infringe, third party rights, we may, at our own expense and sole discretion: (i) procure the right for you to continue use of such Software; (ii) modify such Software so that it becomes non- infringing; or (iii) if (i) or (ii) are not feasible, terminate the Agreement and refund you a pro-rata refund of any prepaid fees covering the remainder of the term after the effective date of termination.

11.4 Indemnification Procedure

In the event of a potential indemnity obligation under this section 11, the indemnified party shall: (i) give the indemnifying party prompt written notice of the claim; (ii) give the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party may not settle or defend any claim unless it unconditionally releases the indemnified party of all liability and such settlement does not affect our business or Software); and (iii) provide to the indemnifying party all reasonable assistance, at the indemnifying party’s expense.

11.5 Exclusive Remedy

The indemnification obligations set forth above represent the sole and exclusive liability of the indemnifying party and the exclusive remedy of the indemnified party for any third-party claim described in the section.

12. Limitation of Liability

12.1 LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, THE PARTIES AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. EXCEPT FOR YOUR OBLIGATIONS TO PAY SUBSCRIPTION FEES UNDER THIS AGREEMENT AND FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 EACH PARTY’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE VALUE OF THE SUBSCRIPTION FEES ACTUALLY PAID IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Scope

The exclusions and limitations set out in this section 12 apply to all causes of action whether arising from any breach of contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss. No party may circumvent the limitations of liability herein or receive multiple recovery under this Agreement by bringing claims on behalf of its Affiliates.

12.3 Unlimited Liability

Nothing in this Agreement shall be construed so as to limit or exclude any liability which cannot be legally limited, including but not limited to liability for: (i) death or personal injury caused by a party’s own negligence; or (ii) a party’s fraud or fraudulent misrepresentation.

13. Customer Data and Data Privacy

13.1 Data Processing Addendum

We will process all Customer Data, including your personal data (as defined in the Data Processing Addendum), pursuant to the Data Processing Addendum.

13.2 Access to Customer Data

You agree that we may, for the purposes of providing Maintenance and Customer Support and/or for the purpose of otherwise protecting the integrity of the Software, access and/or download your Customer Data on a limited basis.

14. General Provisions

14.1 Compliance with Laws

You shall: (i) comply with all applicable laws and/or regulations in connection with your use of the Software and this Agreement, including but not limited to applicable laws relating to anti-bribery, anti-corruption and tax evasion (“Relevant Requirements”); (ii) not engage in any conduct which could constitute an offence under the Relevant Requirements; (iii) not do, or omit to do, any act that may lead to us being in breach of the Relevant Requirements; and (iv) have and maintain in place during the Subscription Term your own policies and procedures to ensure compliance with the Relevant Requirements.

14.2 Sanctions

You hereby confirm that: (i) you shall, at all times during the Subscription Term, conduct your business in compliance with all sanctions laws, regulations and regimes imposed by relevant authorities including but not limited to the Office of Foreign Assets Control (OFAC), the UN, the UK and EU; (ii) neither you nor any of your Affiliates is named on any “denied persons list” (or equivalent targeted sanctions list) in violation of any such sanctions restrictions, laws, regulations or regimes, nor are you or any of your Affiliates owned or controlled by a politically exposed person; and (iii) you have and shall maintain throughout the Subscription Term appropriate procedures and controls to ensure and be able to demonstrate your compliance with this section 14.2. You shall not permit Users to access and/or use the Software in violation of any export restrictions in any jurisdiction or any sanctions law or regulation or in any Restricted Territories. Such access and/or use is not permitted by us and shall constitute a material breach of this Agreement, and where we are aware of or suspect you (or any of your Users) to be accessing, using, permitting, or otherwise facilitating such access and/or use in any Restricted Territory in breach of such laws or regulations, we may immediately suspend the provision of SaaS Services and investigate any potential breach. You will promptly notify us if either you or any of your Affiliates has violated, or if a third party has a reasonable basis for alleging that you or any of your Affiliates has violated, this section 14.2. In the event that we have grounds to suspect that you are accessing and/or using the Software in violation of this section 14.2, you shall provide us with your full cooperation and assistance in respect of your access and/or use of the Software and in respect of your compliance with this section.

14.3 Indemnification

You shall indemnify (and keep indemnified) RQ and our officers, directors, employees, attorneys and agents against any claims, costs, damages, losses, liabilities, and expenses (including attorney’s fees and costs) arising out of or in connection with your (or your Users) breach of this section 14.2.

14.4 Assignment and other dealings

Until and unless expressly provided under this Agreement or elsewhere, you may not assign, transfer, novate, charge, subcontract, or deal in any other manner with any of your rights or obligations under this Agreement, whether in whole or in part, directly or indirectly, by operation of law, merger, acquisition or otherwise without our prior written consent. We may assign this Agreement in its entirety without your consent to any Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of our assets.

14.5 Third Party Rights

Except as expressly set out in this Agreement, a person who is not party to this Agreement will have no rights to enforce any terms of this Agreement.

14.6 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the use of the Software and supersedes all prior or contemporaneous agreements, negotiations, and discussions (whether written or oral) between the parties regarding the subject matter herein. The parties acknowledge that in entering into this Agreement they have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in this Agreement. Nothing shall limit or exclude either party’s liability for fraud.

14.7 Severability

If any provision or part-provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable then such provision(s) shall be deleted, or shall be construed, as far as possible, to reflect the original intentions of the invalid, illegal or unenforceable provision(s) with all other provisions in this Agreement remaining in full force and effect.

14.8 No Partnership or Agency

Each party is an independent contractor and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venture or legal partner of the other. We are entering into this Agreement as principal and not as agent for any other RQ company. Subject to any permitted assignment under section 14.4, the obligations owed by us under this Agreement shall be owed to you solely by us and the obligations owed by you under this Agreement shall be owed solely to us.

14.9 Waiver

No failure or delay by either party to exercise or enforce any of its rights under this Agreement will act as a waiver or continuing waiver of such rights. Such rights may only be waived in writing, signed by both parties.

14.10 Force Majeure

Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent fulfilment or performance of any terms or provisions of the Agreement are delayed or prevented by a Force Majeure Event.

14.11 Order of Precedence

In the event of any conflict or inconsistency between the following documents, the order of precedence shall be: (i) these terms and conditions (Agreement); (ii) the Data Processing Addendum; and (iv) the Documentation.

14.12 Variations

From time to time, we may amend the terms of this Agreement in our sole discretion. We will notify you of any material changes to the terms of this Agreement. By continuing to access or use Software after we have provided you with such notice of a change, you are indicating that you agree to be bound by the modified terms. If the changes have a material adverse impact on and are not acceptable to you, then you must notify us within thirty (30) days after receiving notice of the change. If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then current Subscription Term. Any Renewal Term will be governed by our then current terms.

14.13 Publicity

RQ may display your name and logo(s) on our website or issue a press release identifying you as a RQ customer. If at any time you do not want RQ to use your name or logo(s) in the ways described above, please let us know by sending an email to sales@rqsolutions.com or by contacting your usual RQ representative. RQ will remove any reference to your name and logo(s) as soon as reasonably possibly, however, you acknowledge that it may take a short while to process your request and that some former publications of your name and logo(s) may still be publicly available. For more information about how RQ uses information about you please refer to our Privacy Notice.

14.14 Governing Laws and Dispute Resolution

Without having regard to your location or place of business or registered office or the place of access and use of the SaaS Services or the place of payment made for subscription of SaaS Services, you unconditionally and irrevocably agree that this Agreement and the previsions hereof shall be solely governed by the laws of Republic of India without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights and duties; (b) United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG); (c) Convention on the Limitation Period in the International Sale of Goods (New York, 1974);(d) Uniform Rules on Contract Clauses for an Agreed Sum Due upon Failure of Performance (1983); or (e) other international laws. You consent to the personal and exclusive jurisdiction of the competent courts of Mumbai – Maharashtra- India for all and any disputes, difference or controversies arising out of or in relation to this Agreement or the SaaS Services.

Dispute Resolution

In the event of any dispute, controversy or claim between the Parties hereto arising out of or relating to this Agreement, the Parties shall first seek to resolve the dispute in good faith through informal discussion. If such dispute, controversy, or claim remains unresolved informally within a period of 15 (fifteen) Business Days from the date on which the dispute arose, the You agree that it shall be settled by binding arbitration to be held before a panel consisting of 3 (three arbitrators), where each Party shall appoint an arbitrator and such arbitrators shall appoint the third and presiding arbitrator. The arbitration shall be conducted in accordance with provisions of the (Indian) Arbitration and Conciliation Act, 1996, as amended from time to time (Arbitration Act). The seat and venue of the arbitration shall be Mumbai, India. The language of the arbitration shall be English. The Parties agree that any of them may seek interim measures under section 9 of the Arbitration Act, including injunctive relief in relation to the provisions of this Agreement or the Parties' performance of it from courts in Mumbai, India, without prejudice to any other right the Parties may have under the Arbitration Act and other applicable laws. The arbitration panel's decision shall be final, conclusive and binding on the parties to the arbitration. The Parties shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its respective counsel fees and expenses. The prevailing Party may, in the judgement of the arbitration panel, be entitled to recover its fees and expenses. All dispute resolution proceedings, all matters pertaining to such proceedings and all documents and submissions made pursuant thereto shall be strictly confidential and subject to the provisions of “Confidentiality” Clause of this Agreement.

14.15 Notices

Except as otherwise specified in this Agreement, any formal notice required to be given under this Agreement will be in writing and will be sent by pre-paid mail or recorded delivery or by email to the party required to receive the notice at the address given for that party. Any notice will be deemed to have been duly received if sent by: (i) pre-paid mail, forty-eight (48) hours after posting; or (ii) recorded delivery on the next business day; or (iii) email at 09:00. a.m. on the next business day after the email is sent, or earlier if the intended recipient has confirmed receipt (either specifically or by conduct).