Date: 22/11/2021

To,
Mr. Rashid Shaikh
Times Internet Limited
PLOT NO 391, 5TH - 6TH FLOOR, ECSTASY IT PARK, UDYOG VIHAR PHASE III
UDYOG VIHAR PHASE III, Gurgaon, Haryana, 122016

SUBJECT: E-mail contract between Quadrific Media Private Limited (Spartan Poker) & Times
Internet Ltd (Vendor)

Greetings Mr. Rashid,

It is our pleasure to welcome you on the Spartan Poker team as our vendor.

This is an Email contract/agreement (hereinafter referred to as “Email Contract” or “Agreement”)

entered between Spartan Poker (brand) of Quadrific Media Private Limited (hereinafter referred to
as “Spartan Poker”) and Mr. Rashid Shaikh as the authorized representative, working for gain with
Times Internet Ltd (hereinafter referred to as “Vendor”), and both parties collectively referred to as
“Parties” and individually as “Party”.

Wherein Spartan Poker desires to obtain below mentioned services in connection with its marketing,
and the vendor has indicated a willingness and capability to provide these services in accordance
with the terms of this agreement.

1. The services/deliverables for the contract are as listed below:

 The vendor shall run cost per installation campaign on Times internet website and provide
installs for Spartan Poker app.

2. Term: 1st April 2021 to 31st March 2022

3. Payment structure:

 The payment for the work done by the Vendor will be on the basis of the scope of work
mentioned above.
 The cost for the per install received from the campaign shall be a Rs.60/- (Rupees Sixty Only)
per install plus GST. TDS will be deducted as per actuals.
 The Vendor shall receive its payment on the basis of the invoice raised in respect of the
completion of the deliverables.
 The payment will be credited as per the deliverables on the invoice received.
 The payment will be credited to the vendor’s account through NEFT/ Bank transfer.

4. Representation:

The Vendor has the power and the authority to enter into this Agreement and comply with the
obligations stipulated herein. 
 
5. Confidentiality:
In the performance of the Vendor’s services with Spartan Poker, the Vendor will be exposed to
Spartan Poker’s Confidential Information. The Vendor agrees not to disclose any such Confidential
Information to any third-party and only use such information in respect of providing his services
herein. “Confidential Information” means information or material that is commercially valuable to
Spartan Poker and not generally known or readily ascertainable in the industry. This includes, but is
not limited to:
 technical information concerning Spartan Poker’s products and services, including product
know-how, formulas, designs, devices, diagrams, software code, test results, processes,
inventions, research projects and product development, technical memoranda and
correspondence;
 information concerning Spartan Poker’s business, including cost information, profits, sales
information, accounting and unpublished financial information, business plans, markets and
marketing methods, customer lists and customer information, client lists and client
information and advertising strategies;
 any other information not generally known to the public which, if misused or disclosed,
could reasonably be expected to adversely affect Spartan Poker’s business.

The obligations set out to maintain in this clause shall not apply to Confidential Information that is
required by law, judicial court, or is or becomes publicly known other than through breach of this
Clause.

Such obligation of confidentiality shall continue for a period of 1 (one) year after the termination or
expiry of this Agreement.
 
6. Termination:

Either Party may terminate this agreement by giving a thirty (30) days’ notice period, in writing, to
the other Party. Spartan Poker is entitled to immediately terminate this agreement in case the
Vendor fails to deliver the services/deliverables, in the manner stipulated in this agreement.

7. Disputes:

This agreement shall be subject to the laws of India. All disputes arising out of this agreement shall
be referred to a sole arbitrator, mutually appointed by the Parties in accordance with the Arbitration
and Conciliation Act, 1996, as amended for time to time. The arbitration proceedings shall be
conducted in English and the cost of arbitration shall be equally borne by Parties or in any proportion
as may be decided by the arbitrator. The decision of the sole arbitrator shall be final and binding
upon the Parties. The arbitration proceeding shall be conducted in Mumbai. 
 
8. Force Majeure:

Neither Party shall be liable for the failure to perform or for the delay in performing any obligation
under this agreement, if the failure or delay is caused by any circumstances beyond its reasonable
control, including but not limited to acts of god, pandemics, epidemics, earthquake, flood, fire,
storm, or other natural disaster, labour controversy or threat thereof, lockouts, prolonged shortage
of energy supplies, acts of state or governmental action prohibiting or impending any party from
performing its respective obligations, civil disturbance or commotion, terrorism, disruption of the
public markets, war, or armed conflict war, civil commotion or industrial dispute.
  
9. Amendments:
This agreement may be amended only by an instrument in writing signed by duly authorised
representatives of each Party to this agreement.
 
10. No Partnership or Agency:

Nothing contained in this agreement shall be deemed to constitute a partnership between the
Parties or constitute any Party as the agent of any other Party for any purpose or entitle any Party to
commit or bind any other Party in any manner or give rise to fiduciary duties by one Party in favour
of any other.
 
11. Waiver:

The failure of either Party to enforce its rights under this agreement at any time shall not be
construed as a waiver of its rights, unless expressly agreed upon by the Parties, in writing.
 
12. Severability:

If any part, term or provision of this agreement is held to be illegal, void or unenforceable, neither
the validity nor the enforceability of the remainder of this agreement shall be affected by such
invalidity or unenforceability.

13. Indemnity

The Vendor agrees to indemnify, defend, save and hold harmless the Spartan Poker, its directors,
employees, and agents or any third-party from and against all liabilities, damages, judgments, claims,
costs and expenses (including, but not limited to, reasonable attorneys’ fees), as a result of or arising
out of any breach, default, delay or non-performance of any of the services, obligation,
representation in this Agreement by the Vendor or the negligence, omission, misrepresentation,
default, misconduct, fraud by the Vendor or its employees or agents. The Vendor shall also
indemnify Spartan Poker for any breach of any confidentiality or intellectual property rights of
Spartan Poker or breach of any law, rules, regulations, legal requirements in force in India.

14. Remedies

The Parties hereto acknowledge and agree that damages alone would not provide an adequate
remedy for any breach or threatened breach of the provisions of this Agreement and therefore that,
without prejudice to any and all other rights and remedies (including but not limited to, damages),
the Parties shall be entitled to the remedies of injunction, specific performance and other equitable
relief for any threatened or actual breach of the provisions of this Agreement.
 
15. Assignment:

Neither Party shall assign its rights and obligations under this agreement to any other party unless
expressly agreed upon by the Parties in writing. 
 
16. Entire Agreement:
 
This agreement constitutes the entire agreement and supersedes any previous agreements between
the Parties (or any of them) whether oral or in writing regarding the subject matter hereof.
 
Hope you are clear with the terms and conditions pointed out herein, in this email contract /
agreement and if you have any doubts, you can get back to us for clarification.
 
If you agree to the terms and conditions, please confirm your approval over the same mail.

Vendor details:
Mr Rashid Shaikh, Senior Officer
Times Internet Ltd
Pan No: AABCT1559M
GST No.: 06AABCT1559M1Z3

“The sender intends to use and rely on this email as a valid contract”
 
Thanks and Regards,
Sagar Dubey
For Quadrific Media Private Limited