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Online Subscription Agreement

This VISHTIK TECHNOLOGIES LLP online subscription agreement (from now on referred to as “Agreement”), effective as of the acceptance date of this agreement, is entered between the entity you represent and VISHTIK TECHNOLOGIES LLP, a LLP incorporated in India under the The Limited Liability Partnership Act, 2008, bearing LLPIN ABC-8534, having its principal place of business at  House IN Khasra No. 469, Ground Floor, Left Side Portion, Extended Lal Dora, Village Mahipalpur, Airocity New Delhi Mahipalpur New Delhi Southwest Delhi  110037, from now on referred to as “VISHTIK TECHNOLOGIES LLP”, “us”, “we” or “our” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns).

If you do not designate an entity in connection with the Subscription purchase or renewal, you will be referred to individually (“Customer”, “you” or “your”) and VISHTIK TECHNOLOGIES LLP and the Customer are individually referred to as a “Party” and collectively as the “Parties”.

VISHTIK TECHNOLOGIES LLP provides a subscription for its Service. The Customer is looking to subscribe to the Service, so this business relationship and the allocation of responsibilities regarding such Service are outlined in this Agreement. Therefore, the parties agree as follows:

A. Affiliates – This refers to individuals, organizations related to the organization in context (either VISHTIK TECHNOLOGIES LLP or the Customer) by a relationship of agency, consultant, parent entity, subsidiary, sister concern (defined as an entity having the same parent entity as itself), partner, or any other strategic business relationship.

B. Authorized Party (Parties)– This refers to the person(s) authorized by the Customer to manage, oversee, administrate HR operations using VISHTIK TECHNOLOGIES LLP’s Service. Such persons’ details must be captured in VISHTIK TECHNOLOGIES LLP’s software.

C. Confidential Information – This refers to Customer Data, Customer Transaction Data, and any other information identified as Confidential and disclosed by the Customer in a tangible (written, reports) or intangible form (verbally or visually).

D. Customer Data – This refers to all the data uploaded by the Customer into VISHTIK TECHNOLOGIES LLP’s Service.

E. Customer Success Team – This refers to the team from VISHTIK TECHNOLOGIES LLP responsible for advising, assisting the Customer’s use of VISHTIK TECHNOLOGIES LLP’s Service and resolving any queries they may have during use.

F. Customer Transaction Data – This refers to the transactions conducted by the Customer using VISHTIK TECHNOLOGIES LLP’s

G. Documentation – This refers to the documentation provided by VISHTIK TECHNOLOGIES LLP for the specific purpose of learning to use VISHTIK TECHNOLOGIES LLP’s Service.

H. Intellectual Property Rights – This refers to trademarks, trade secrets, patents, copyrights on copyrightable works, including code, logos, designs, ideas, content, among others.

I. Malicious Code – This refers to any code that attempts to or actually causes undesired effects, security breaches or damage to the system/Service,

J. Service or VISHTIK TECHNOLOGIES LLP’s Service – This refers to the software as a service (SaaS) offered by VISHTIK TECHNOLOGIES LLP to the Customer as per the Order Form and any additional support provided by the Customer Success Team at VISHTIK TECHNOLOGIES LLP.

K. SLA – This refers to the Service Level Agreement defined in the Exhibit: Service Level Agreement.

2.1. Ownership and Reservation of Rights to VISHTIK TECHNOLOGIES LLP Intellectual Property.

VISHTIK TECHNOLOGIES LLP and its licensors own all right, title and interest in and to the Service, Documentation, and other Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, VISHTIK TECHNOLOGIES LLP reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to the Customer other than as expressly set out.

2.2. License Grant:

VISHTIK TECHNOLOGIES LLP grants the Customer a non-exclusive, non-transferable, right to use the Service and Documentation, solely for the internal business purposes of the Customer and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order Merger, Demerger, Amalgamation, Acquisition: Where the Customer is merged or amalgamated or demerged under The Limited Liability Partnership Act, 2008 the license shall be transferred to the other entities as per order of National Company Law Tribunal or Courts, having jurisdiction without any transfer fee. In such a case, a one-time migration charge would be applicable for migrating all the relevant data into the new entity at a maximum charge equivalent to one month’s subscription cost plus applicable taxes. For any international license or rights transfers, the pricing is subject to change as per the norms of VISHTIK TECHNOLOGIES LLP.

2.3. License Restrictions:

The Customer shall not

(i) modify, copy or create any derivative works based on the Service or Documentation;

(ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein;

(iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software used by

VISHTIK TECHNOLOGIES LLP in the provision of the Service and Documentation, except to the extent required by Law;

(iv) access the Service or Documentation in order to build any commercially available product or service; or

(v) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.

2.4. Ownership of Customer Data:

As between VISHTIK TECHNOLOGIES LLP and Customer, Customer owns its Customer

2.5. Customer Input:

Customer Input is defined as any information the Customer may have provided VISHTIK TECHNOLOGIES LLP as an idea, feature request, enhancement or bug-fix on VISHTIK TECHNOLOGIES LLP product offerings. VISHTIK TECHNOLOGIES LLP shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Customer Input. VISHTIK TECHNOLOGIES LLP has no obligation to use the Customer Input and the Customer has no obligation to provide Customer Input.

2.6. Statistical Data Use:

VISHTIK TECHNOLOGIES LLP has exclusive rights to use the statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (the “Aggregated Data”). Nothing herein shall be construed as prohibiting VISHTIK TECHNOLOGIES LLP from using the Aggregated Data for purposes of operating the VISHTIK TECHNOLOGIES LLP business, provided that VISHTIK TECHNOLOGIES LLP’s use of Aggregated Data does not reveal the identity whether directly or indirectly, of any individual or specific data entered by any individual into the Service. The Aggregated Data must not include any personally identifiable information or corporate identifiable information

3.1. Confidentiality:

A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party’s prior written permission.

3.2. Protection: Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information, and use a reasonable standard of care.

3.3. Compelled Disclosure: A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party’s cost, if the other party wishes to contest the

3.4 Remedies: If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality, the other party has the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

3.5 Exclusions:

Confidential Information does not include any information that:

(i) is or becomes generally known to the public without being in breach of any obligation owed to the other party;

(ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party;

(iii) was independently developed by a party without breach of any obligation owed to the other party; or

(iv) is received from a third party without breach of any obligation owed to the other party

(v) Information that the disclosing party agrees in writing to be free of such restriction. Customer Data shall not be subject to the exclusions in this Section.

4.1. Protection and Security:

For the term of this Agreement, VISHTIK TECHNOLOGIES LLP shall maintain a formal security program materially in accordance with industry standards that is designed to:

(i) ensure the security and integrity of Customer Data;

(ii) protect against threats or hazards to the security or integrity of Customer Data; and

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