Schindler Media Network Contract ‘Schindler Media Notwork Contract: Main Contract Form ore oy Cherian | Premier Residences °G" CHS Lis Premier Residency, Premier Kurla Factory§Nr Sheetal Cinema Kurla w,Opp.Don Bosco School-Mumbal - 400070 +491. 9167680737 prachsls@gmailcom oe Schindler House, 2nd Floor Main Street, Hiranandani Gardens, Powal, Mumbai - 400076 Installed Mecia Network Hardware Location _—Premier Residency Premier Kutta FactoryNr Sheetal Cinema Kurlaw,Opp.Don Basco School-Mumbal - 400070 Elevator Installation Number(s) 40545558,10545558-1 |. Contract Scope [As further set out in this contract (‘Contract’), Schindler agrees to provide o Customer Schindler Media Network Senices (Media Network Services’), Media Network Services alow Customer a display of digital images, tex Videos or other information or communication (‘Content’) inside tho clevator car during certain timo slots (1 in complance with applicable laws, in addon to an automatic playout of add-on Content ‘Add-On Content) by Schindler on behalf of Customer during other Spots. Media Network Services inciude () deployment of spec hardware (Media Network Hardware’) by Schindler, including a professional digital screen, and (I) a web-based ‘ess of Customer to a content management system alloing to upload, manage and publish Content (Sehinl GontentMtanagement”or CMS"), Schindler confi to Customer the date on which Media Network Hardware hi been installed, activated and configured and i feady to use ("Confirmed Media Network Readiness Date’). “The overall air time available for playout of Content on the Media Network Hardware during Its operating hours that {te determined by Schindler fs divided Into repesting loops (each a “Loop’) For each Loop, Schindler () assign ‘Spols fo Customer for playout ofits Content, reserves other Spots for playout of Add-On Content by Schindler o behalf of Customer, and {i reserves further Spos for payout of other Content by oron behalf of Schindler, including thic-pary advertising, n each case atthe fre aiscration ofS : is determined and may be changed by Schindler a its free cisretion, provided thatthe overall length of ll Spots layout of Customers Content shall no fall shot of 15% (iteen percent) ofthe overall ac time during a day (lenath ‘fall Loops played out during a period of 24 hours). If Customer does not make use ofits Spots, Schindler is entiled fo use such atime forthe display of Add-On Content or any other Content (uch as third-party adverising). I, Consideration ‘As consideration for the provision of Schindler Media Network Services, Customer agrees to grant to Schindler the right to use a car wall selected by Schindler in (each of) the Instaliation(s), on which Schindler installs Media Network Hardware (each a “Car Wall’), for commercial purposes, in particular for third-party advertising on such Media Network Hardware and Schindler agrees to provide such Media Network Hardware fee of charge. ce PS‘Contract Term ‘This Contract takes elect on Effective Dato Le. Dato of signing of ths agreement “Effective Date”, Subject to 8 tatly termination in acordance with the Genoral Terms and Conditions, te term of this Contract agroad to be 5 {WNe) years as ofthe Effective Date, Unless notice of termination given in wring 3 (three) months before the end ofthe then currant term, we Contracts automaticaly extended for urter 5 (Wve) years IV. Contract Components Feta The Contract consists of This Main Contract Form, it) Annex 1 tiled ‘Schindler Meda Network Services and ‘Schindler Use Rights, ii) Annex 2 tiled ‘General Tes and Conditions, and v) Any ‘daltonal documents referenced in or attached to, the aforementioned documents, {n-case of any inconsistencies between () Annex 2 tiled ‘General Terms and Conditions and (i this Main Contract Form or Annex 1 Sted ‘Media Network Services and Schindler Use Rights", the later documents shall prevall over the General Terms and Conditions. V. No Gross Fall Breach {he Annual Maintenance Contract relating tothe Installations and this Schindler Media Network Contract shall be treated as two separate agreements. Its clear that notwithstanding the linkage of term of this Schindler Media ‘Network Contract to subsistence of the Annual Maintenance Contact, there shall not be eny cross fall beeach on Schindler. These Contracts shall be construed as two separate contracts wit diferent responsibilities. Breach By Schindler in any part or SLA (service level agreement of the Annual Maintenance Contract shall not be treated as a breach of this Schindler Media Network Contact, and vice-versa, These two contracts ere not linked except forthe purpose of erm and termination consequent thereto, and thereby wil not tum them into a single soutee responsibilty contact. Date: Date: Name: Name Place: Place: Contact Contact:Annex 4: Schindler Media Network Services and Schindler Use ‘A. Schindler Media Network Service Description A.1. Media Network Hardware estate ers ek eer eee a mechanical mounting Kit (¢.9. wall mourn peo, Fame and pacing cove), The da seen cans a, trough whieh Content of Casaner sted tte aan, let why Sein naa, ar onfigures and operates ener Ca Wal possi Sehr i na Meda ter arya nen ihe car operating panel. ‘ortlerm interuplions of Installation operetions during nstallaton, maintenance and cismanting of sueh Media Network Hardware cannot be ruled out Media Network Hardware shal be powered from the power supply and at he expense of Customer. Schindler may also () instal temporarily other aocessory Meuia Network Hardware devices andor related Sees ey Gd cannoct on le or remotely to Instalation(s) and Media Network Hardware to provide aera Ncirrk ences andlor 9 monitor or improve Content playout performance ander reception. Unless otherwise agreed, any Media Network Hardware device thet is made avaliable by Schindos uncer Lessa oo eet alablo ony fr 9s long as the Media Network Services aro provided unde ie this Contract cat Hardware fe not sold under this Contract, but Customer may purchase nara Contr ee ott Connection with Media Network Services under separate agreements, ScNe=Sr Fr ody Media Network Hardware at ary time, without substantial imping is eon ay ep Ot er yonk Services desuibed inthis Conact are characteris ofthe CMS: cites loon services or Works (as defined in Section A.4), not Media Network Hardware, third-party suppior and Customer or tid Totenion or en therein. At the end ofthe T requested by Customer accordingly fiordware, Customer shall ensure that of when provision of Media Network ‘Media Network Hardware remains property of Schindler ofits party claiming through Customer expressly waives any right of Media Network Services provision term, Schindler is entitled and, Against reimbursement of costs, obliged to remove Media Network SBhindler can disable or remove Media Network Hardware undamaas Services ends. ‘Schindler will maintain Media Network Hardware with the aim Schnee orremole, maluncions observed dung remote inspections or nobied 2 Customer. coe oe Hinware meirfenance and repairs due to any ofthe following are M8 reimbursed by Media Netti proper Media Network Hardware operation or eatment by Custom. (1) Sate ‘other Customer: proper es, (i) environmental inluences atthe Media Network Hardware neate\ey site, {h) tatunctons or unavalablity of elecvcal energy, () defecve software Naren not provided by aa nc ysed by Customer In connecon vith the Media Network Hardware (ncusing ‘compatiblity ieeues), oF (i) other influences for which Schindler not responsible ‘Any connect features that Schindler may make use afin connecion wih, tk aciltating, the provision a conver Services are ullzed by Schindler or isintemal purposes only Such cones wi features Met oe sed by Customer separately from Media Network Services nr fr Customer sown general ‘connectivity or communication purposes. to keep it in operational conditions and 'A2, Schindler ContentManagement ‘The web-based CMS allows Customer to upload, manago ond publish f Comer! ta display media Testoyed as part of the Media Network Hardware (Customer Content Processing’). The CMS also terres tne possibilty to manage mutile deplay median one system. Suslorer shall use the CMS solely Provides re Pen for normal use, onl for is intemal busiiess purposes and oterwise AE in violation ere re The Media Network Services are exciusively based on, the ise of Het Schindler one eemaement, no integration to other systems is ofered as part of Media Network Services, ‘Schindler wil maintain he CMS. This includes correction of matuncions by way of softare updates during ogular maintenance cycles and may include, in urgent cases of serous functional impairments, short-term reagnes or other means of femedy at Schindler's dscretion, Maintenance does rot include provision of the ro ae ot cnraes:() eorrecion of malfunctions caused by improper operation or Vesieth by Customer, {oho eetay tid partes or force majeure evens: o (i) other services that do not relate the CMS (e. ie ron vos goftware or hardware not provided by Schindler and used by Customer in ‘connection with, the CMS, including compatibility issues). ‘Schindler may update and modify the CMS, without substantially impairing fs functionality, Schindler may Seat secess to tho CMS temporariy of permanently, fully or partially, due to necessary ‘maintenance work of events that are not within Schindler's control Page 4ofcounty or region or in olation of any regulation, Esch of tho Patios ss eneet aw or ¥e Paris represents thal i 16. Miscellaneous SES Sateen see See es Soe pete location. Schindler may transfer this Contact or ca cee erie peel Scop kaceccn Saat eee ery oem arn a Soa earner eta peel a eee ae cee ea Sareea enero ening eee rent ree Seater Soe eae pear Seneca spose a setae creeks ees aa icemele rocoe ce bral oes aa Seas Re vier elena aa 1 ca oe cee See ear eee es ae ae a Beoe ses ueapeviad Cpe precio sere ae ea Saree te! mwas ea eee ee Pera pee ee TT. Miscetaneous ‘GST willbe aischargea by Sehindar Inca on cost Ls 10% mark o ago 9e9 n usage of space,“The OMS isnot sold to Customer, Customer access rghis to the CMS terminate utomacalY when provision of Media Network Services ends Customer may not enable unauthorized thd pares to gin access tothe CMS cr fatto he sams, NE ocecs data needs to be stored In such manner that Nis adequately protected against scoose PY authorized third partes (9, troush enenpton), Customers responsibie forthe use ofthe CMS by a7 parson whe accesses them uting acces data mae avalabet Custom and such persons complan2 Man motors ofthis Coniract, Customer wil rain fom any activity that is tkay to impalr the operation ofthe CMS ofthe technical Egeetichme beri tendior place Undue sear onTe In order to access the CMS, Customer requires appoprite hardware and Shanptone and a web browser) and intemet access tbe obtained and operated cw respons ‘Access to, and use of, the CMS may be governed by adi poeta rayether wth euch eczoss. Mea Network Services related to the CMS incude provision ofan one user access 9 th Medion and coniguraton of the CMS. software (e.9. 2 PC oF ‘by Customer under its tional terms that Schindler may provide to ye CMS and ‘A3. Display of Content Customer's Content may only include information or commun building in which the Installation(s) are located (e.g. bulding-" may in no case include any type of advertising. ‘Add-On Content that Schindler determines ats free discretion, may @.g. include news feeds andlor w information, Customer grants Schindler a non-exclusive, worldwide, sublcensable and fully paid-up Hoanes (0 se cas or. Gontent as may become necessary for Customer Content Processing. Furthermore, Custores Ste Schincer @ non-exclusive, woldvide, perpetual, eubleensable and paid-up conse fo nclice and sreints fom Customer's Content, witout the use of the relation between the Content and the individual Customer itself Customers responsible to adequately back-up Its Content and fs solely responsible for such Content (n terms of form and substance). Setindlr shal at any time be entiled to erase or block Customer's Content of to cary out a techie! Screen af the same where there is a suspicion that this Content could pase risks fr the information erat of Schindler systems, Schindler services or products is unlawful or otherwise not company wi) Se eel Sohindler may also delete Customer's Content when provision of Media Network Services ends. Content of Customer will be dis established at the time of installation and loss-free Content reproduction is not possi Content of Customer on its display media (2.9. accordance with current technical standards. Content that Customer wishes to display on Media Network Hardware needs to be in compliance with Schindler's applicable format requirements that Schindler may specify and update or amend otherwise from ‘ime fo time, Non-compliance with such requirements may negatively affect the display quality or prevent @ Content playout, without giving rise to claims of Customer. ‘A4, Documentation and other Works ‘The provision of Media Network Services by Schindler may include delivery or development of works of authorship, such as manuals and other documentation related to such Media Network Services ("Works"). Schindler will retain all intellectual property rights in such Works. For as long as Media Network Services are provided hereunder, Schindler grants Customer a non-exclusive, non-perpetual, non-sublicensable and rronassignable license to use Works for intemal business purposes in connection with the use of the Media Network Services. B. Schindler Use Rights B.1. Use Rights of Schindler Customer is either ()) the owner or (i) the leaseholder of the buildi ith the ih to grant use rights in (parts of the building, it ae ication that is related to the Customer or the ‘sated communication to building users) and. feather isplayed on the Media Network Hardware in line with the technical standards of such Media Network Hardware. This implies that a completely error= ible, In addition, color variations between a display of the ‘a PC) and on Media Network Hardware is possible and in in which the Installation(s) are located, stallation(s), forthe entire term ofJr or use, Sch ler is under no obligation to perform cosm: ‘exchanges of the Car Walls throughout or at the end of the Contract term. Schind ic repairs of the Installation(s), Including repairs or does not owe ary compensation for any interference withthe intalaton(), e Installaton(), including the Car Walls, or other parts of the relevant bling substance rls to hentai r spartan te Meda Netrk Nrovare B.2. Customer Obligations Customer must ensure that the Installation(s), including the respective Car Wall, remain, throughout the entire term of the Contract, in orderly working condition, accessible to Schindler free from any limitations ‘and accessible to other users ofthe Installaton(s). Customer also has a duty of protection and ear forthe ‘Media Network Hardware installed on the respective Car Wall, as further set out in Section 1 of Annex 2. Customer may not, and shall ensure that thi parties do not, place or dstribute any advertising at any piace inside the Installation(s), whether in physical, electronic, acoustical or any other form. Annex 2: General Terms and Cont 1. General Dutles of Customer ‘Customer shall cooperate with Schindler to enable Schindler to exercise its rights and fulfil its ‘obligations under the Contract, free of disruptions. ‘his includes (a) allowing Schindler to promatly access, including, as the case may be, remotely, the Installation(s), Including the respective Car Walls ‘and all parts of the Media Network Hardware at any time, (6) promptly notifying of any perceived or anticipated interferences. relating to the Media Network Services (including all parts of the Medi Network Hardware), the Installation(s), the respective Car Walls and their operating Environment (including unauthorized access, ‘malfunctions, damage(s) and modifications), end (c) {aking appropriate measures to prevent and, as the case’ may be, promptly discontinue any Unauthorized thié-party access to, andlor Impairment of, the installation(s), the respective Car Walls and all parts of the Media Network Hardware and thereby an interference with ‘Schindler's commercial usage of the respective Car ‘Walls and the Media Network Hardware installed there for own purposes, including third-party advertising (e.g. through concealing or damaging the screen or switching off its power supply). In case of malfunctions of Media Network Services {including al pats ofthe Media Network Hardware) or its individual functionalities, Customer will assist Schindler in its efforts to diagnose and correct such ‘malfunctions. This may include the transfer of writen terror reports that, upon Schindler's request, shall ‘contain sufficiently precise descriptions of the tenicountered malfunctions and their consequences, _as woll as the provision of, or access to, all other ‘existing data and log files that are necessary and Page 6 of 9 ‘appropriate for an error analysis and are not already avaliable to Schindler. 2, Right to Suspend Media Network Services: ‘Schindler is entited to suspend or limit provision of Media Network Services (‘Suspension’) while not fentting Customer to terminate or suspend SSchinder's rights to use the respective Car Walls if {Customer sin material breach of this Contract, Including If Customer (a) falls to grant Schindler ‘access. to the Installation(s), including the respective Car Walls therein, or any Media Network Hardware; (0) i in breach ofits representations and warranties pursuant to Section § below; or (c)fails 10 take adequate IT Security Measures (as defined in Section 4 below); (i) any other actual or suspected breach, disruption or threat requires. immediate action in order to prevent the risk of (further) damage to Schindler's IT systems, Schindler, its customers or third partes (e.g, security or integrty breaches of Performance impacts caused or facilitated by Customer or third parties); or (ll) itis required to ‘comply with a court ruling of an administrative ‘decision of to cease a violation of applicable law or third-party rights, ‘To the extent applicable and reasonably possible for Schindler, Customer shall be contacted prior to a Suspension, requesting Customer to remedy a breach within a reasonable time frame. Otherwise, Customer shall be informed of the Suspension. following its implementation. 3, Product Characteristics of Media Network ‘Services and Delineation of Responsibility ‘Media Network Services are provided in line with their specifications in the Contract, ona “bestefforts” ‘basis, using commercially reasonable care and skill. ‘Schindler will apply commercially reasonable efforts deviation from the respective ue course, Media NetworkSences a, however, nether uninteruptod oF erocire parma rift Inererences of ot Meta Newer Seve, burpete, Customer is oid reepnste for th 7 te ras en ann Ste expt or med wage ar uae By cas ta oe ee EN Inpamertc ea Nene Seen ee, Ciscers ou ort panes ween including (i) an unauthorized modification of Mecia Neen Sang ee ee ase Ico rtnay caro ed Seen ences ese vein tg stim eas Sec ea ee eo eae wee eee meen eos Fee Beeb iael cay edt eee eae crn) seat ae ea scaler Sees or ees eae Se oer Cera eee Ferric Sry caer ee 1s edeaton a orc weer SR Pla icy tes nel cote Seat So Petey ees re eee a ea ee Lee Gel ee ee Cr eT ERAS Ne ee a nc Ee a ea oe ies moante ti Seariy eure Heese ite cepeche conn tea eae Oa eats Vinod ie tarot oeatypoeeh B Se ee See: Serre save Caeae te See ey aa en eee ter Ready ser ptr ene seca Rea eros ae Hele eee Secret center ee era tenner Fee aed Processing; and (ii) granting Schindler licenses pee ae eee aera Pests eal ite REET ea eee ae oa Freese wi ll opal ay co ans, administrative decisions or any third-party rights, tara ‘apd Customer's Content wil nat contain obscene, erogator, offensive or fraudulent information ‘cvocata violence or elsminaton, Furthermore, Customer represents and warrant o having tk ‘equate TT Security Moasutes. Customer wil rom notiy Schindler inwiing shoud become ‘are of any sermation that could render any os ‘bove representations and warantes nero. 6. Indemnification Customer wil inderty and ol Send ts sits and thrpary scones and hl ‘especie “employees, ofr and eco homies on ft Gorand agit cams coos Sr proses nce any felted ence detose eats) beh y ny fra pay (ocudog be aurea) agate any ote fo sil ot Seged volaon of aplesle ion cout Tle Sravobe econ any thee pry et fropeny rah (cing, bot edo, Spyrats potent tad rave soot) a8 ters Catonor Comer rocesen, Proved OOatonor tach ot ony oh te Atoaveriars, waar ernomaton ovis Set feb nSeckn 8 oboe and such beach contro {othe cat, echon or proceeding, snd) Stir: {@) noite ‘Cusoner ot tha am, actin of neon, alows Customer have scone rere cleo. ow eter egal posable, and (reaonatty asst Customer nthe dorset Saiemers Gat incdng by ims pring retry fomaton and Scien .uabty Nottstandog_anthing_contsines ners or tisentore, a tabites of Sdn rogaress of ‘tthe under he Cntr, fo, st aby or any Sir thoy shal cease a to end ofthe Conack term Sehndor shall under no excumstances be Feblfor any les of se or production, oss of rot terest or revenues es of ta for any nek or consequential domages or letes. Schnlers {casa for any clams eae tothe Contract ‘hal belted to 9 of tho cot of Moga Network Hardware Th ltatons of kblty unser this Seaton 7 shal also arly for Schindler's decors, anployees, subcontractors, agonis,boensor fay othe employees Scindor shal nat bo fable for damages caused by Customers of thd partys. ais and onssons, Inesing no" or insutieant data. bacco by Cistomer, Therefore fos of data conetutestho damage and such’ dala loss ves. calzed by Schnders unlawtul intent of _ negipence, Stina’ abt is in any eas te othe cost of data dupleation em Customor's bak-op copes and cost ofrestorng data that woul hav also been lostin cas ofan appropiate data back-up. 8 Force Majoure ‘Schindler shal ot be abl for fare to prin is obigatons ects Contec sich fare resus from cipéstang@ hich could not have been #G@)\\and which are beyondr vo earings ta cog aoe Seek cate ca scores, erry cro ee ee Gant any iti ery, erty Set Srckote, vansfemble and unresced wor ts striae Core Cv) i wy in ly prerens Gov opin core anes hoes a aaa a but aro not limited to, the right to store, analyze, modify or otherwise use Data, and have any of each na ofc ne Dacre car eereals She ees ee eel eee ee See ete eee een ee eae eee ae Cele ee era at ea te ete ee eee ee 11. Data Protection Both Parties will comply with present and future ‘applicable law when handling any personal data under the Contract. With respect to Media Network ‘Services requiring the processing of personel data by Schindler on behalf of Customer as controller, Customer hereby appoints Schindler as such processor. Customer is responsible for complying with applicable law when engaging Schindler as processor of personal data, This may include ‘blaining of any required consents of persons: affected by the personal data processing. Tho Parties undertake that they and thet affliates and/or vant third-party subcontractors shall enter into ‘additional agreements required by present or future ‘applicable law forthe protection of personal data. 412. Change in Building Ownership or Rights to Allow Installation Use In case Customer (i) is the owner of the building where the Installation(s), including the respective Car Walls, are located and intends to transfer ‘ownership inthe building, or (i) isthe leaseholder of the building where the Installation(s), including the respective Car Walls, are located and anticipates thatits agreement terminates prior to the Contract it shall inform Schindler accordingly without undue olay. In any ofthese cases, both Parties shall take reasonable efforts to have all rights and duties of Funder asthe Customer under the Contact transfered to, ase may be, the cova ay be, te new othe exsng buling owner cote east a he bln cessor) Shou () be Peace Suvcattr abject toa tansteral ine Cresent Sater Deseret necator) "ot age upon a vane oft Grantees te hangin to bung oumersig ok Benes ‘ghts to grant Schinser“ghts io. use the Instaatons) and respective Gar Was, Sennsee shallbe ened to erinats te Cont ey witlen noice without obeening any nia oad atts en esc her ces othe Irsalalon) slowing unope deintalaion ofthe Meda Nebo arcware 18, Early Termination Excop as expressly proved ohare here he Contact binds the Pars forthe speed Coniac torn cate of mateal breach of Conta a Geri of sees tothe respective Car Wa or he Neda Network Haravare to Setndero oes Mt breach ofthe Cora) bya Paty, the other Party tay termina ts Genie by een notes whore appropiate treach nol emedied win 4 reasonable time fame. The, Schindler Meda Network Contac ls ato autoatalyterinsed tn tomhaton of the Anrual Matas Conrask inwhich ho Meda Netork Hardvare sale. ‘4. ntatectual Property Rights and No Reverse Engineering {A intelectual propery rights (ntudng, BU not Tinted to, copyrights, patents, ademas, ade secrets ne Moda Network Serves ar an hal ‘emai owned excel and sly by Sender ot lsaflatsortie-pary toenors. Ay sofware and data of Senindr &eonsed on a non-xchve base to Customer, nt old. Except as expressly Speced in the Contac, nothor ts Contract not any dscloeue made ding Cont perfomance Garis to Customer any Wcenee “Under any illest property ihs. Any Customer suggestions, comments ot other feedback lang to any ‘Schindler products or senfces (Feadback) aro provided volraly and free of charge, Foodback shal not create ny Confdentiaty or tne obligation os receiver Wh hall be fe to use and expo such Feedback. ‘Customer is prohibited from reverse assembling or jecompling, otherwise translating, reverse, fengineering, or modifying Media Network Services cor parts thereof, unless enttled to do so under ‘applicable mandatory law and only ifthe required information isnot provided by Schindler upon ‘Customer's request. Customer may not remove any ‘copyright or other marks inserted by Schindler o its thie-pary suppliers. 45, Export Regulations Each of the Parties acknowledges and agrees that se, re-export, andlor transfer 5 (Including software, controlled technology)