551877 spec nvbogier PVE Lt mls dervisht C— M. PRABAKARAN Stamp Vendor No. 32 /5440/2,~ 3/2000 \ No°re, nnentaaaputam, a. ‘Mane: Barvieus Acrveaset Chooiaimedu, Chennai - 600 094 ‘Thig Master Services Agreement (“Agreement”) dated this 19"day of June, 2023(“Effective Date”) is centered into by and between M/s. Jayvish Technologies Private Limited, a Private Limited Company with its office at 83/36, Collectorate Colony, Arumbakkam, Chennai-600 029.("Service Provider”) which capfesin shall mean and inchde ts sucocasors and aso) i And M/s Computer Age Management Services Ltd, @ Company incorporated under the Companies Act,1956, corporation with offices at its registered office at No.10 (Old No.178), M.G.R.Salai, Nungambakkam, Chepna 600034 (“Customer”) which expression shall mean and inch is sucesso and ssien). ‘Customer and Service Provider are individually referred to as “Party” and collectively as “Parties”. 4. SCOPE Nactnis Agreement govems the terms and conditions goveming the provision of Service(s) by and 4. 'sethereofby the Customer during Customer’ Trial Period and subscription tothe Servie(s) 1.2. An Affiliate of the Customer (“Customer Affiliate”) may use the Service(s) subject to executing, a separate Statement of Work with Service Provider which shall incorporate, by reference, the termis and conditions of this E cecuted a Statement of Work with Service Provider, the terms L apply, mutatis mucandis, to the Customer Affiliate. For the Page 1 of 15avoidance of doubt, Customer shall have no claim against the Service Provider in connection ‘with an Order Form that has been executed by a Customer Affiliate. 2. CUSTOMER'S RIGHT Subject to Customer's compliance with this Agreement and solely during the Subscription Term, Customer has the limited, non-exclusive, revocable right to access and use the Service(s) for its intemal business purposes in accordance with the subscription plan set forth in a Statement of Work. 3. RESPONSIBILITIES OF CUSTOMER 3.1, Customer’s Account: Customer's access and use of the Service(s) is restricted to the specified number of individual Users specified in the relevant Statement of Work. Each User shall be identified using unique login information such as usemames and passwords (“User Login”) and such User Login shall be used only by one individual 3.2. Acceptable Use: Customer agrees not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users in furtherance of its intemal business purposes as expressly permitted by this Agreement; (b) modify, adapt, or hack the Service(s) or otherwise attempt 10 gain or gain unauthorized access to the Services) or related systems or networks; (¢) use the Service(s). store or transmit Service Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights; (d) use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (e) use the Service(s) to cnowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time ‘bombs, or any other similar harmful software; or (f) use the Service(s) for the purposes of cookie tracking, ad exchanges, ad networks or data brokerages. 3.3. If Service Provider informs Customer that a specified activity or purpose is prohibited with respect to the Service(s), Customer will ensure that it immediately ceases use of the Service(s) for such prohibited activity or purpose. 3.4, The Customer shall be responsible for i) obtaining and maintaining necessary authorizations, approvals and permissions for Service Provider to Process Service Data for the purpose of providing the Service(s); ii) establishing notices or policies for and ensuring compliance with all applicable laws and regulations relating to the collection and transmission of Personal Data of individuals who are Users and/or End Users; and/or iii) accuracy of User and End User data provided for the purpose of rendering Service(s). Customer acknowledges and agrees that Service Provider shall have no liability in connection with i) incorrect or insufficient User and/or End User data provided by Customer; and/or ii) failure by Customer to provide any notices or ‘obtain authorizations required for sharing User and/or End User data with Service Provider. 4. SERVICE(S) 4.1. The Customer may request a demo of the Company's Service(s) or a free trial of the Service(s). This may include the creation of free accounts for trial use for a limited period of time (“Trial Period”). The Trial Period shall be subject to this Agreement and any additional terms that Service Provichir shall specify. Service Provider, in its sole discretion, shall have the right to terminate the Customer's right to use the Service(s) at any time during the Trial Period and for out Fiability to the Customer. a in om Page 2 of 184.2. Any enhancements, new features or updates (“Updates”) to the Service(s) are also subject to this Agreement and Service Provider reserves the tight to deploy Updates at any time 4.3. Service Provider shall use commercially reasonable efforts to maintain the quality of Service provided and as set forth in the Service Level Agreement between the Parties in Annex 1 to this ‘Agreement, The Services may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case Service Provider shall use commercially reasonable endeavors to notify the Customer in advance. 4.4, Notwithstanding anything to the contrary contained elsewhere, Service Provider shall not be liable for unavailability of the Service(s) caused by circumstances beyond Service Provider's reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Service Provider's reasonable control (including. without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks. 5. INTELLECTUAL PROPERTY RIGHTS 5.1. Except for the rights granted to Customer under Clause 2, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Service(s), including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Service Provider. ‘The Customer shall retain all ownership over Service Data and improvisations made exclusively for Customer. . 5.2. Service Provider shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual Ticense to incorporate into the Service(s) or otherwise use any suggestions, ‘enhancement requests, recommendations or other feedback it receives from Customer. 5.3. All rights not expressly provided to Customer herein are reserved 6. THIRD PARTY SERVICES Customer acknowledges and agrees that Customer's use of Third-party Services will be subject to the terms and conditions and privacy policies of such third-party and that Service Provider shall not be liable for Customer’s enablement, access or use of such Third-party Services, including for Processing of Customer's data by such third party. The Customer should contact that third-party service provider for ‘any issues arising in connection with use of such Third-party Service. 7. CHARGES AND PAYMENT 7.1. Subscription Charges: Unless otherwise specified in a Statement of Work, all charges associated with Customer's Account (“Subscription Charges”) are due in full and payable in advance in accordance with Clause 7.2, when Customer subscribes to the Service(s). ‘The Subscription Charges are specified in the Statement of Work and are payable in full until Customer terminates Customer's Account in accordance with Clause 8 7.2. Payment: Customer hereby authorizes Service Provider or Service Provider's authorized agents, Page 3 of 15,thereof). Unless otherwise stated in a Statement of Work, Customer's payment is due within forty five(45) days of Service Provider's invoice date. 7.3. Renewal: Unless otherwise specified in a Statement of Work, Customer's subscription to the Service(s) will be Valid for a period of One Year and the Standard Subscription charges will be decided mutually based on the requirement of Customer. 7.4. Refunds: Unless otherwise specified in this Agreement, all Subscription Charges are non- refundable, No refunds shall be issued for partial use or non-use of the Service(s) by Customer. 7.5. Late Payments/Non-payment of Subscription Charges: Service Provider will notify Customer if Service Provider does not receive payment towards the Subscription Charges within the due date for Customer's Account. Service Provider must receive payments within a maximum of ten (10) days from the date of Service Provider's notice. 7.6. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or forcign jurisdiction (collectively “Taxes”) ‘TERM, TERMINATION AND SUSPENSION 8.1. Termination by Customer: Customer may terminate one or more of Customer's Account(s) in the event Service Provider materially breaches the terms of this Agreement, provided that Gustomer provides advance notice of such breach to Service Provider and affords Service Provider not less than thirty (30) days to cure such breach. In case of such termination by Customer for material breach by Service Provider, Service Provider shall, pro-rata, refund the ‘Subscription Charges for the remainder of the Subscription Term, 8.2. Suspension and Termination by Service Provider: In addition to suspension for late payment or non-payment of Subscription Charges, Service Provider may suspend Customer's access to and use of Customer's Account or the Service(s) if Customer is in violation of this Agreement. Service Provider will notify Custoriter of Customer's activities that violate this Agreement and, at Service Provider's sole discretion, provide Customer with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If Customer does not cure or cease such activities within said Cure Period or if the Service Provider believes that Customer's breach of this Agreement cannot be cured, Customer's Account shail be terminated, The Service Provider may also terminate a Trial Period in accordance with Clause 4.1.In addition, both the parties canterminate this agreement by providing 30 days’ notice to the other party in writing. 83. Termination _for Insolvency: Notwithstanding anything contained herein, either Party may terminate this Agreement without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property. 8.4, Effect of Terminating Customer’s Account: Following the termination of Customer's Account Provider, Service Provider reserves the right to delete all Service Data after a beri (10) days the effective date of termination of Customer's Account. The Page 4 of 15Customer may contact Service Provider to export Service Data within five (5) days from the effective date of termination. Service Data cannot be recovered once itis deleted. 9. CONFIDENTIALITY; DATA PRIVACY AND SECURITY 9.1. If Customer chooses, or Customer is provided with, a user identification code, login, password or any other piece of information as part of Service Provider's security procedures, Customer must treat such information as confidential. The Customer must not disclose it to any third party Service Provider has the right to disable any user identification code or password, whether chosen by Customer or allocated by Service Provider, at any time, if in Service Provider's reasonable opinion, Customer has failed to comply with any of the provisions of this Agreement. Service Provider will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Customer's Account as a result of Customer's non- compliance of its obligations under this Clause 9.1 9.2. Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its ‘own Confidential Information, and in any event, no less than reasonable care, Except as otherwise expressly permitted pursuant to this Agreement, each of the Parties may use the ‘other's Confidential Information solely to exercise its respective rights and perform its respective ‘obligations under this Agreement and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall upersede any non-disclosure agreement by and between the Parties entered prior to this ‘greement that would purport to address the confidentiality of Service Data and such agreement shall have no farther force or effect with respect to Service Data. The Party willing to disclose the Information is referred to (as "Owning Party") and the Party receiving such Information is referred to (as "Receiving Party"): a. Either party acknowledges that all, information provided by the owning party to the Receiving Party in connection with the performance of the Services under this Agreement is confidential information (“Confidential Information”). The Receiving Party agrees that during the term of this ‘Agreement and thereafter for so long as the Confidential Information is not in the public domain, the Receiving Party shall : (a) use or disclose the Confidential Information only as authorized under this Agreement and only to the extent necessary to perform its obligations hereunder; (b) use all reasonable care and precautions to prevent other parties from gaining access to the Confidential Information; and (c) ensure that al its Personnel execute a separate Non-Disclosure Agreement with CAMS and maintain the Confidential Information in strictest confidence and in accordance with the confidentiality obligations hereunder. b. The foregoing obligations of confidentiality shall not apply if the Confidential Information (i) is already in the knowledge of the Receiving Party prior to the execution of this Agreement; (ii) is or becomes publicly known through no wrongful act or breach of the Receiving Party of its obligations hereunder; (ji) is rightfully received from third party other than by reason of a breach of any obligation owed to the Owning Party hereunder; (iv) is independently developed by the i refergnce to Confidential Informstion; (¥) is approved for release by ing Party; (vi) is disclosed pursuant to the order of a regulatory Page § of 15agency or court of law, provided the receiving party shall give the Owning Party reasonable advance notice to contest the disclosure and the Receiving Party shall comply with any applicable protective order or equivalent obtained by the Owning Party. ¢. All Confidential Information including copies thereof shall on termination of the Agreement be retumed or destroyed (under certificate confirming such destruction) by the Receiving Party as required by the Owning Party. d. The Receiving Party undertakes to indemnify and hold harmless and keep indemnified the Owning Party in respect of all losses. damages, costs, expenses and other liabilities (including reasonable legal fees, disbursements and expenses) incurred by or awarded in connection with or ‘based on breach of the confidentiality obligations contained herein. ‘e. This clause shall survive after the termination of the Agreement. 93. Security of Service Data: Service Provider uses reasonable security practices to protect the ervice Data. The measures used are designed to provide a level of security appropriate to the of processing the Service Data. The Service Provider shall, without undue delay, notify the Customer of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, ‘or access to the Service Data. 9.4. The Customer understands and acknowledges that, in connection with the use of the Service by Customer, Customer's Users and/or End Users, Service Provider Processes any Personal Data only on Customer's behalf and Service Provider and Customer hereby agree that Customer shall ‘q.be deemed to be the data controller and Service Provider shall be deemed to be the data ‘processor. Service Provider shall Process such Personal Data only for the purposes of providing the Service and in accordance with the terms of this Agreement and applicable data privacy laws 9.5. Service Provider may use third-party service providers (i) to manage credit card and other payment processing, provided such service providers do not store, retain or use the Customer's payment account information except to process payment for the Service(s); (fi) as cloud service provider(s) and (ji) for SMS or call services. The Customer agrees to provide any additional information or documentation requested by pose of providing the SMS or call feature, - 9.6. Customer acknowledges and agrees that Service Provider may access or disclose information about Customer, Customer's Account, Users, including Service Data, in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or Service Provider's customers’ proprietary rights, Further, at Service Provider's sole discretion, any suspected fraudulent, abusive, or illegal activity by Customer may be referred to law enforcement authorities. 9.7. Service Provider shall reasonably assist the Customer, at Customer's expense, in meeting Customer's obligations under applicable data protection laws DISCLAIMER OF WARRANTIES 10.1. The service(s), inclyding all server and network components are provided on an “as is” and “as representations and warranties, including any implied Page 6 of 15warranty of merchantability, fitness for a particular purpose, or non-infringement, are hereby excluded. 10.2. Customer acknowledges that service provider does not warrant that the access to the service(s), which is provided over intemet and various telecommunications networks, all of which are beyond service provider's control, will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software. 11. LIMITATION OF LIABILITY 11.1. To the fullest extent permitted by applicable law, in no event will either party, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, loss of use or Tost content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty. negligence or otherwise, except payment obligations of the customer even if either party has been advised as to the possibility of such damages or could have foreseen such damages. except with respect to customer's payment obligations, to the maximum extent permitted by applicable law, each party's aggregate liability and that of its affiliates, officers, employees, agents, suppliers and licensors, relating to the service(s), will be limited to an amount equal to the lower of (a) twelve months of the subscription charges for the service(s) to which the claim relates; or (b) the subscription charges paid by customer, for the service(s) to which the claim relates prior to the first event or apccurrence giving rise to such liability. 11.2. In jurisdictions which do not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages, cither party's liability will be limited to the greatest extent permitted by law. 11.3. Notwithstanding anything else to the contrary both the parties disclaim all liabilities, to the maximum extent permitted by law, with respect to the services offered during the trial period, 12, INDEMNIFICATION ‘ 12.1, Indemnification by Service Provider: Subject to Customer's compliance with this Agreement, Service Provider will indemnify and hold Customer harmless, from and against any claim brought against Customer by a third party alleging that the Service(s) Customer subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”), Service Provider shall, at its expense, defend such IP Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) Customer promptly notifies Service Provider of the threat or notice of such IP Claim; (b) Service Provider has or will have the sole and exclusive control and ‘authority to select defense attorneys, defend and/or settle any such IP Claim; and (¢) Customer fully cooperates with Service Provider in connection therewith. Service Provider will have no liability or obligation with respect to any IP Claim if such claim is caused by (2) compliance with data, instructions or specifications provided by Customer; (ii) modification of the Service(s) by ‘anyone other than Service Provider; or (iif) the combination, operation or use of the Service(s) ith other hardware or software where the Service(s) would not by themselves be infringing. If use of the Service(s) by Cystomer has become, or in Service Provider's opinion is likely to become, the aim, SefVice Provider may at its own option and expense (a) Page 7 of 15 cng gustprocure for Customer the right to continue using the Service(s) as set forth hereunder; (b) replace for modify the Service(s) to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Service Provider, terminate Customer's subscription to the Service(s) and repay Customer, on a pro-rated basis, any Subscription Charges Customer has previously paid Service Provider for the corresponding ‘unused portion. This Clause 12.1 states Service Provider's sole, exclusive and entire liability to Customer and constitutes Customer's sole remedy with respect to an IP Claim brought by reason fof access to ar use of the Service(s) by Customer. This Clause 12.1 states Service Provider's sole, exclusive and entire liability to Customer and constitutes Customer's sole remedy with respect to an IP Claim brought by reason of access to or use of the Service(s) by Customer. 13. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS: 13.1, Except to its Affiliates/within its group companies, neither party may, directly or indirectly, assign all or any part of this Agreement or its respective rights under this Agreement or delegate performance of its respective duties under this Agreement without the prior consent, which consent shall not be unreasonably withheld, of the other party. In the event of assignment to an ‘Affiliate, the party assigning its performance shall promptly intimate the other party of such fassignment and shall not default in any of its payment obligations under this Agreement Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 13.2. This Agreement, together with any Statement of Work(s), constitute the entire agreement, and supersede any and all prior agreements between Customer and Service Provider with regard to ‘the subject matter hereof. This Agreement and any Statement of Work(s) shall prevail over the terms or conditions in any purchase order or other order documentation Customer or any entity that Customer represents provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. In the event of a conflict between any Statement of Work and this Agreement, this ‘Agreement shall prevail 13.3. Upon mutual consent, this Agréement may be amended in writing, in which case the new ‘Agreement will supersede prior versions. 14, MISCELLANEOUS 14.1. Severability; No Waiver: If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted ‘0 as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect. Service Provider's non- exercise of any right under of provision of this Agreement does not constitute a waiver of that right or provision of this Agreement. 14.2. Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties. 14.3, Publicity Rights: Custom@\hereby grants Service Provider a right only to use Customer's trademark ot Hpgo Customer As Service Provider's customer on Service Provider's Page 8 of 15websites and/or marketing collateral. The Service Provider shall obtain prior written consent for usage of the trademark or logo of the Customer, 14.4. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 5 (Intellectual Property Rights), 7 (Charges and Payment), 8 (Term, Suspension and Termination), 9 (Data Privacy and Security: Confidentiality), 10 (Disclaimer of Warranties), \\ (Limitation of Liability), 12 (Indemnification), 14 (Miscellaneous) and 15 (Definitions) shall survive any termination of Service Provider's agreement with respect to use of the Service(s) by the Customer. Termination shall not limit either Party's liability for obligations accrued as of or prior to such termination or for any breach of this Agreement. 145. Not All notices to be provided by Service Provider to Customer under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by Customer on any Statement of Work while subscribing to the Service(s); or (i) electronie mail to the e-mail address provided for Customer's Account. Service Provider's address for a notice to Service Provider in writing by courier is: Attn: Mr. N.Subramanian, M/s. Jayvish Technologies Private Limited, 83/36, Collectorate Colony, Arumbakkam, Chennai-600029with a CC to skecalltree@gmail.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if carlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. 14.6. Governing Law and Dispute Resolution: This Agreement shall be govemed by the laws of ‘Tamil Nadu, India without regard to any conflict of laws principles. Customer hereby expressly prees to submit to the exclusive personal jurisdiction of the courts of Chennai, Tamil Nadu Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration with seat in Chennai before a single arbitrator to be mutually appointed by the Parties. The Arbitration and Conciliation Act, 1996 is applicable to such proceedings. Judgment on the award may be entered in any court having jurisdiction. This clause shall not precinde parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 15, DEFINITIONS ‘When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings: Account: means any accounts or instances created by or on behalf of Customer for access and use of any of the Service(s). Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “controf” (inchiding, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise. API: means the application pro Provider that permits ac i ming interfaces developed, enabled by or licensed to Service functionaljfY provided hy the Servic: Page 9 of 15 pireConfidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of this Agreement, Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and ‘made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, ive the disclosing party written notice of such requirement prior to disclosing so that the disclosing party ‘may seek a protective order or other appropriate relief. Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Service Provider to Customer or Customer's Users through the Service(s) or otherwise, End User: means any person or entity other than Customer or Customer's Users Personal Data: means data relating to a living individual who is or can be identified either from the data or from we data in conjunction with other information that is in, or is likely to come into, the possession of the data controller. Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. Service Data: means contact information sufmitted to and stored within the Service(s) by the Customer, Users and End Users in connection with Customer's use of such Service(s) and the call logs generated during the Customer’s activation of the product. Service(s): means the business continuity management module developed by Service Provider to intimate minor and major disruptions to the individuals specified by the Customer, or any new services that Service Provider may introduce as a Service to which Customer may subscribe to and any updates, modifications or improvements to the Service(s)), including individually and collectively, Software, the API and any Documentation. Software: means software provided by Service Provider (by access through the intemet) that allows the Customer to use any functionality in connection with the Service(s), Statement of Work: means the statement of work specifying the Service(s) subscribed to, Subscription Charges, particular features and functionalities in the Service(s) that the Customer wishes to avail, the Subscription Term etc, as set forth in Annex 2 of this Agreement, Sabecripton Term mem the pest during which Cusine: han mprod 19 muerte to the Service) Page 10 of 15Third-party Service(s) shall mean third party application(s) or service(s) integrating through APIs User: means those who are designated users within the Service(s), including an Account admi agents and other designated users. ACCEPTED AND AGREED BY: th the Service(s) Director (Computer Age Management Services Ltd) Gayvish Technologies Private Limited) (Signature) (Signature) Name: Name: ~ Title Title: Page 11 of 15god Annex I - Service Level and Support Agreement. This Service Level and Support Agreement (the “SLA") sets forth the terms and conditions pursuant to which Service Provider will provide support for its Service(s) and on availability of the Service(s). This SLA is subject to the Master Services Agreement signed between Service Provider and M/s. Computer ‘Age Management Services Ltd, a Company incorporated under the Companies Act. 1956, corporation With offices at its registered office at No.10 (Old No.178), M.G.RSalai, Nungambakkam, Chennai ~ 600034 dated 19" June 2023(the “MSA"}, Capitalized terms used and not defined herein shall have the meanings set forth in the MSA. 1. Service(s) Uptime: “Uptime” shall mean the ability of Customer to access the Service(s) for the total umber of minutes in the calendar month e.g. forty-four thousand six hundred and forty (44,640) minutes in the month of March less Permitted Downtime. The Service Provider shall use commercially reasonable eflorts to maintain an actual Uptime percentage of ninety nine percent (99%) calculated every calendar month for the Service(s) (“Uptime Percentage”), 2, Permitted Downtime: means any downtime that is: i) lasting four hundred and thirty-eight (438) ‘minutes or less in a calendar month; ii) downtime agreed to by the Parties; iii) unavailability caused by Customer's equipment or network services: iv) unavailability caused by software, hardware or serv not provided or controlled by Service Provider; v) unavailability of Service(s) due to fore maje vi) unavailability of Service(s) caused due to use by Customer of the Service(s) otherwise than accordance with the Documentation and the MSA and vii) Scheduled Maintenance by Servi Provider. 3. Schéluled Maintenance: means the time period during any maintenance performed by Service Provider not exceeding two (2) hours in a calendar monthiquarter, of which Customer has been informed in advance by a notice of ten (10) calendar days. The Service Provider will use commercially reasonable efforts to schedule maintenance during hours other than during normal business hours excluding weekends. Scheduled Maintenance notifications will be sent through the Service(s) or the e-mail address of the current Administrator of Customer's Account. 4, Support: : a. Support Channels: ‘istomer’s authorized personnel may also report issues by e-mail in the English language to skecalltree@gmail.com. ii) Remote assistance: Debugging support will be provided remotely. Any on-site support will be charged at INR 10,000 (Rupees Ten Thousand) per visit. . Exclusions: ‘The Parties agree that Service Provider shall not have an obligation to provide support far the following: (a)restoration of any data that has been lost due to the failure of Customer in ‘maintaining backup copies, (b) the issue is due to (i) a failure on the part of the Customer, to use the Service in accordance with the technical documentation provided by Service Provider, including any minimum service requirements:(i) any accident or disaster affecting Customer's network or systems; (iii) modifications or alteration made by the Customer without Service Provider’ approval and (c) failure by Customer to install updates or improved versions of the whole or part of the Service(s) provided by Service Provider: ¢. Customer Respo Response and Res provide Service pall ogg MOSES ice Provider’ provision of support to Customer, within the cified herein, is subject to the following: i) The Customer shall h necessary access to Customer's Account including, Page 12 of 15the ability to access the Account as those of the Customer's employees and their IT Administrator, for such time as required for resolving the problems faced by the Customer with respect to the Services); ii) The Customer shall not permit or authorize anyone other than Service Provider to provide support in respect of the Service(s); iti) The Customer shall provide accurate information and inputs requested by Service Provider so to diagnose and resolve the issue reported; and iv) resolution of the issue reported is within the control of Service Provider. 4d. Escalation: The Customer can follow the escalation chain below in case the issue has not been responded to or resolved within the times specified herein [Tever Name of Service | Provider contact / Role _| Email address Level 1 ‘Support Manager skecalltree(@igmail. com Level 2 Customer Care Manager | infor Level3 Product Head ‘Computer Age Management Services Ltd Jayvish Technologies Private Limi Signature Name: Title: Title: ae ag IRISH Page 13 of 15‘Annex 2- Statement of Work. 4. The Service(s): Service Provider is responsible for implementing and providing automated Callertree services to CAMS. The proposed Callertree services will have the following features: Business Features ¢ Unique TEXT to VOICE in-built facility for broadcast & escalate calls «Allow authorized person to initiate an incident with only simple select of the type of incident « _Intimations of the incident to the receiver in the form of * Voice call * SMS «Maximum of four hierarchical level of escalation based on response and resolution «Receipt of Acknowledgement of escalations in the form of response to Voice Call. SMS is for notification purposes only, without response acquisition ‘¢ In broadcast modes (like notification to AMC, BCP mock drill), the audio message (TEXT to VOICE) and an SMS of the text will be sent without response acquisition. Reporting system to generate broadcast reports in csv format, providing the status of ‘completion of triggering of SMS and Calls through the Callertree App. Broadcast (SMS, CALL & Whatsapp), without response acquisition Reliable Indian Number broadcast through 2 redundant service provider dashboards Report sharing as provided by the service providers ‘SMS template approval & verification process support in DLT platform Template inclusion support in dashboards Whatsapp template approval process support in Facebook Meta platform eyreee Technical Features '* Cloud services - Private cloud © Secured web page with Https:protocol Costing and Timeline Name of the service Implementation of Callertree services for Computer ‘Age Management Services Ltd - 1 Year subscription Period of Subscription For one year from 22% June 2023 A), Subscription Charges excluding whatsapp Rs7,06,000/- Only (Rupees Seven Lakhs and Six thousand only) Plus GST, payable in full The details of the services namely the number of SMS units, the number of CALL units, the number of templates are listed below (Point Nos 1-4). The details of CALL unit duration and the also listed below (Point No 4), Page 14 of 15,B). Subscription Charges - Whatsapp Addon Rs 86,000/- Only (Rupees Eighty Six thousand only) Plus GST, payable in full Subscription charges for whatsapp addon (B.) will be billed only if the subscriber starts availing whatsapp services. The number of Whatsapp messages and the number of templates included in the Whatsapp addon subscription, if availed are listed below (Point Nos 5 & 6). Callertree services provided for Computer Age Management Services Ltd will be maintained free of cost by Mis. Jayvish Technologies Private Limited, for a period of one year from 22°4June 2023, subject to the following conditions 1, Maximum of total number of 10000 service units through US number (number of CALL units and SMS units put together). The number of services availed exceeding 10000 will be billed on actuals. 2. Maximum of 10000 SMS service units through INDIAN number (number of SMS units). ‘The number of SMS services availed exceeding 10000 will be billed on actuals. 3. Maximum of 20 numbers of SMS template approval & verification process support through DLT platform. The number of SMS template submission & approval services availed exceeding 20 will be billed @Rs 1000/- per template. 4. Maximum of total number of 10000 CALL service units through INDIAN number (number gf CALL units). The number of CALL services availed exceeding 10000 will be billed on actuals, Please Note: SMS unit - 160 GSM-7 characters length Call Unit - 4minute duration For longer SMS or SMS with special characters, number of SMS units can be viewed in the link htips:/Awilicdeved github iofmessage-seqment-calculator/ 5. Maximum of total number of {0000 Whatsapp messages. The number of Whatsapp messaging services availed exceeding 10000 will be billed on actuals. 6. Maximum of 20 numbers of Whatsapp template approval & verification process support through Facebook Meta platform. The number of Whatsapp template submission & approval services availed exceeding 20 will be billed @Rs 1000/- per template. The availability and delivery of all the above services are subject to the conditions that are set time to time by regulatory authorities of the associated countries & the restrictions and limitations posed by the service providers (like Twilio, Smile mobility & Exotel), individual mobile operators and whatsapp service providers (Drishti soft solutions private limited & Facebook). The maintenance services for' on the “service requit 1@ subsequent years will be provided on yearly charges based the quality of service” Computer Age Management Services Page 15 of 15