1.Services:

1.1 Services. Subject to and conditioned on Customer’s and its Authorized Users’ acceptance of and compliance with the Agreement, Provider shall provide to Customer and its Authorized Users the services described in the Agreement (collectively, the “Services”), in accordance with the terms of the Agreement according to Section 43 of the IT Act, 2000.

1.2 Restrictions. Neither Customer, nor its employees, contractors or other Persons within Customer’s control (collectively, “Customer Personnel”), shall access or use the Services or Provider Materials except as expressly permitted by the Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, neither Customer nor Customer Personnel shall:(a) copy, modify or create derivative works or improvements of the Services or Provider Materials, except as the Agreement expressly permits;(b)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service, except as the Agreement expressly permits;(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;(d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;(e) input, upload, transmit or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;(f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Provider Systems or Provider’s provision of services to any third party, in whole or in part;(g) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;(h) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to Provider’s detriment or commercial disadvantage

2. Fees & Payment Terms:

2.1 Fees. For the initial term of the Agreement, the Customer shall pay Provider the fees set forth in the Agreement in accordance.

2.2 Payment. Customer shall pay full fee or fee mentioned in the agreement as initial payment prior to commencement of a project mentioned in the agreement. Customer shall make all payments hereunder in INR rupees. Customer shall make payments to the address or account specified in the Agreement or such other address or account as Provider may specify in writing from time to time.

2.3 Data Storage. Excluded with Customer payment. Data Storage may be purchased by Customer for a fee.

3. Intellectual Property Rights:

3.1 Services and Provider Materials. Except as explicitly set forth herein, all right, title and interest in and to the Services and Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and the respective rights holders in the Third- Party Materials according to the Copyright Act, 1957.

3.2 Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to Provider’s, its Subcontractor’s and the Provider Personnel’s use of the data solely to perform the Services according to the Copyright Act, 1957.

4. Confidentiality:

. Confidential Information: In connection with the Agreement, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing: all Provider Materials are the Confidential Information of Provider and the terms and existence of the Agreement are the Confidential Information of each of the parties. In case of breach of confidentiality, the party will be penalized according to Section 72 of the IT Act, 2000.

5. Term and Termination:

5.1 Term. The term of the Agreement commences as of the effective date set forth in the Agreement and shall continue for the time frame set forth in the Agreement, unless superseded or otherwise terminated by mutual written agreement of the parties or pursuant to the termination provisions hereto.

5.2 Renewal Terms. After the initial term of the Agreement, the term of the Agreement will automatically renew for subsequent one-year periods until a party provides at least 30 days remainder prior to the end of the then-current term.

5.3 Termination. In addition to any other express termination right set forth elsewhere in the Agreement:(a) either party may terminate the Agreement, effective on written notice to the other party, if the other party breaches the Agreement (including Customer’s failure to pay any amount due under the Agreement), and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.

5.4 Refund Policy. (a) The provider will not refund to Customer any pre-paid Fees for Services that Provider has performed as of the effective date of termination. The services will initiate from the date of client sign-off in the order form. (b) No Refund policy: Exceptions under consideration of the management.

6. Indemnification:

Customer Indemnification. Customer shall indemnify, defend and hold harmless Provider and its officers, directors, employees, agents, successors and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee in connection with any Action by a third party (other than an Affiliate of a Provider Indemnitee) alleging that the Customer Data, or any Processing of Customer Data by or on behalf of Provider in accordance with the Agreement, infringes, misappropriates or constitutes the unauthorized use of a third party’s Indian Intellectual Property Rights or personal information according to Indian contract Act 1872- a.

7. Disclaimer of warranties:

All services and provider materials are provided “as is” and provider hereby disclaims all warranties, whether express, implied, statutory or other, and provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from course of dealing, usage or trade practice. without limiting the foregoing, provider makes no warranty of any kind that the services or provider materials, or any products or results of the use thereof, will meet customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, free of harmful code or error-free. all third-party materials are provided “as is” and any representation or warranty of or concerning any third-party materials is strictly between customer and the third-party owner or distributor of the third-party materials