ANNEXURE A Please note, Company will share detailed Terms and Conditions for each product as received by its Financial Partners. Associate and its Clients are responsible to communicate and educate their customers and ensure adherence to the Terms & Conditions shared by the Company Company shall share a MIS for all products sold from time to time, as recei true knowledge. Company will not be responsible for any dispute in data due to atribution issue of products sold from the Financial Partner's end. ved by its Financial Partners to its -ase of any change in the terms The payout discussed over email/ shown on application are subject to change. Inc wut by Company’s Financial partners, the same would be accordingly informed and conditions or change in payot to the Associate. Company reserves the right to revise the above-mentioned payout from time to time, All disputes and differences arising out of, under or in connection with the Commercials and its terms and conditions will be as upon the sole discretion of Company. 1s the invoice, and within 30 days ‘Commissions to be paid by the Company to the Associate after Associate rais of invoice raised by the Associate. This is subject to change based on communication between the two parties over email Below isa tentative pricelist for different products (this is subject to change based on the Financial Partners recommendations’ suggestions and hence this is only indicative for reference and cannot be in any way used as “) «a permanent benchmark. v‘The Parties may, from time to time, by written notice, specify alternate person/s or place/s or numbers where the notices may be given pursuant to this Memorandum. XIV, RELATIONSHIP Both the parties under this Memorandum are independent contracting parties, Nothing in this Memorandum shall be deemed to constitute a partnership between the Parties or constitute any Party the agent of any other Party for any purposes or create any employer-employee relationship between the parties or entitle any Party to commit or bind any other Party (or any member of its respective group) in any manner to ¢ to fiduciary duties by one Party in favour of any other. XV. FORCE MAJEURE ‘Company hereto shall be excused from liability for non-performance of this Memorandum arising from force majeure defined as any event beyond any party's control, whether or not foreseeable by either party, including but not limited to, labour disturbance, war, fire, accident, communication failure, adverse weather, pandemics, epidemics, government-imposed lockdowns, governmental act or regulation or other causes or events beyond cither party's control. In the event th to rectify the Force Majeure condition, in spite Memorandum tthe Company fails of best efforts, then either party may terminate this ler giving thirty (30) days’ notice to the other party, writing For, Vitrak Technologies Private Limited For, Ashwani Singh(BESTONE Enterprises) Name- Ankit Khandelwal Name - Ashwat Designation- CEO & Co-Founder Desi tion- Indi Signature & Seal -X. INDEMNITY Associate agrees to indemnify and hold Company harmless for any claims or actions arising out of the breach of this provision of the MoU by Associate. DISPUTE RESOLUTION Alll disputes or differences of any nature arising between the parties regarding their rights, obligations, the interpretation of these presents, and all the matters in connection with or arising under this MoU Will be resolved through co-operation and consultation. Ifthe said disputes et. are not settled by co-operation and consultation, the said matters will be referred to a sole arbitrator appointed mutually by both the parties or if the parties do not agree upon a sole arbitrator, then the sole arbitrator will be appointed as per the provisions of the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof. The venue and seat of such arbitration shall be Guragram. The decision of the arbitrator shall be final, binding and conclusive on alll the parties, XI. GOVERNING LAW AND JURISDICTION This MoU shall be interpreted and governed in ll respects by the laws of India. The courts of Gurugram alone shall have sole and exclusive jurisdiction to entertain and decide all and any disputes. or the parties, of any of them, in relation to or arising out of the differences, which may arise bewwe terms of this MoU. XII NOTICES wwered eithe Any notice or notification in connection with this Memorandum shall be in writing, personally or through registered post or recognized courier or in an e-mail and any notice or notification pursuant hereto shall be addressed-to Associate or the Company at their respective addresses mentioned to the other Party in herein above or to such address as may be notified by the concemed Pa accordance with the provisions of this clause, If, to the Company: Ankit Khandelwal aka gromo.in Vitrak Technologies Private Limited Plot 149,5th Floor Anu Tower, Sector 44,Gurugram, 122003 te If, to Associ Associate’s Name, Email & Address Ashwani s Ashwa socialmedia.manager.inc@ gt Sector 2b Block Noida, UP = 201301 888214582. ‘ONE Enterprises) ail.comVI AMENDMENTS No amendment, notice of loss or damage, change of modification of any of the terms, provisions or ‘conditions of this MOU shall be effective unfess made in writing and signed on behalf of the Parties hereto by their duly authorized representatives. VII. CONFIDENTIALITY ‘The Parties agree that ll information and data and all matters thereof disclosed to other Party or learnt ty the othe Paty, inte course ofthe performance ofthis Memorandum: or any information, dats and 7 or maters contained in documents and / or materials to which a Party has gained access to, during the performance ofthis Memorandum or any aspects whatsoever shall be kept and maintained as sicty onfidential. The Parties shall ensure that discounts, commissions, exclusivity Memorandums. plans andi any other considerations of the ‘products and services” which are given tothe josed to any third person except to the its agents and expansion Associate by Company or vice versa eannot be disc! shall be kept confidential Nothing stated herein shall be construed to create any rights, title, interest, license, assignment or transfer of the Intellectual Property Rights of each party in favour of the another save and except limited to due performance of this Memorandum IX. INTELLECTUAL PROPERTY: (a) For the purpose of this Memorandum, “Intellectual Property” shall mean inventions (whether narks, logos, trade names, doraain patentable or not), patents, utility models, trademarks, servi names, database rights, code, scripts, design, rights in know-how, trade secrets, copyrights, moral rights, wopography rights and rights in databases in all eases and any other intellectual property or proprietary rights, in each case whethcr registered or unregistered and including applications for and all forms of protection having equivalent or extension to oF the registration or grant of any such rights and ‘Similar effect anywhere in the world, forthe full tem of such rights including a renewal of the terms of such rights. Associate agrees thatthe Intellectual Property, belonging to Company is the exclusive property of the Company and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brandsoges/trademarks of the Company without being specifically authorized in writing by the Company. © Jum grants Associate, a limited, revocable, non- and (©) The Company, by entering into this Memora exclusive and royalty-free license during the Term to use the Company's name trademark/copyrights/designs logos and other Intellectual Property owned andor licensed by it, for the purpose of the service provided by Associate under this Memorandum, Associate shall use the Intellectual Property of the Company only with the prior written consent of the Company’ and Associate shall disclose to the Company on the usage of the Company's Intellectual Property Associate shall not in any circumstance use the Company's Intellecutal Property to d misrepresent the Company during and after the termination of this Memorandum. Any breach in this clause will be considered a material breach by the Associateeffective. The clawback shall also be applicable on the cards cancelled within 30 ~ 90 Days depending upon the respective Bank guidelines, ©) Associate is obligated to audit requirements as and when it May arise due to the regulatory Purposes, P) Associate is obligated to share data for legal and auditing purposes. Associate shall be intimated for any breach of obligation, ved the associate is expected to take Seton on the breach within 24 hours of the intimation of the breach In case of breach of obligations mentioned in this clause, the Associate shall be imposition of penalty by the Company in the following manner* ~ [SNo. [ Penal Clause | Penalty Amount | 1 |'Multiple Applications on the Bank System using same |__| System may be differs [2 Multiple Applications on the Bank System using single | Payment will be made for only one | _ Lead ID generated on GroMo System | case;no payments will be made for any duplicate sales 3 | Mis-selling to the Customers, in order to increase sales | 2x Base Card Value per Application count | a Identity Theft ~ Agent generating service Product in the | Account Freeze and Payout will be” name of customer & misusing customer's Personal | held. Cascading of penalty as imposed | information | by the Bank 5 | Miscellaneous Complaints apart from the above pointers | 1000 INR | L | 7: a ee J “All penalties will be calculated during the final month end billing cycle. VL NON- BINDING OBLIGATIONS: (i) Subsequent to the execution of the present MoU, certain necessary and incidental binding agreements/contracts may be entered into and executed by the parties, in due course of time. The Parties shall work together in good faith to achieve this objective, in accordance with the provisions of this MOU. Notwithstanding anything to the contrary elsewhere contained, this MOU is a non-binding cussions between the Parties and the either Party, or create any (ii) document and is intended only to represent a basis for di same does not constitute a contractual commitment on behalf of obligation of cither Party to negotiate with any other party. Signing and exceution of the present MoU may/may not result in any transaction or deal between the parties (iii) Its further clarified that any meetings conducted with entreprencurs for purpose of potential investment by the Fund will not create any obligation upon either of the parties to enter into any transaction/agreementANSACTION, IV. Company's OBLIGATIONS AND PARTICULARS OF TR A. Company shall ensure that a » ° ® vices” and their prices time to time pate vce to pay commission to Associate on completion of transactions ‘Anncsure | mcioned herein Blow as natal agreed Between both the Parte: Sy within 30 (thirty) days from the receipt Annewure 1 mentions ‘The Company agrees to setle the paymer of undisputed invoice spo'eqarmnrece Any sales refund during the month will be adjusted in the subsequent mo with Associa Ve ASSOCIATES OBLIGATIONS. » ») 2 o 8) & a Prope rman ofthe “predus and sce” to prompestive cst anda ths tims of ae ‘The liability of providing service to Customer during the Coverage tenure shall solely lie with the Associate The Associate acknowl thatthe “products and services" a sophisticated product an that the features and extent ofthe “products and services” shall be communicated to the customers by the Associate Associate acknowledges thatthe “products and services” are a Virtual Product and all relevant activity ty or damages in full at the end the penaldum/MOU) MEMORANDUM OF UNDERSTANDING (Mem ‘This MOU is made in. New Delhi on the 6/30/2023 (“Effective Date”), BY AND BETWEEN: VITRAK TECHNOLOGIES PRIVATE LIMITED, Company incorporated under the provisions of the Companies Act, 2013 and having its Comporate Office at Plot 149,5th Floor Anu Tower, Sector 44,Gurugram.122003, (hereinafter referred to as “Company” which expression shall, unless it be repugnant to the context thereof, deem to mean and include its successors and assign(s)) of the ONE PART. AND Ashwwai Noida, UP the context thereof, deem to m igh(BESTONE Enterprises), an individual having ity Corporate Office at Sector 2b Block 201301. hercinafier referred to as “Associate” which expression shall, unless it be rep\ an and include its successors and assign(s)) of the OTHER PART Company and Associate shall be individually referred to as “Party” collectively as the “Parties” and, where required, severally by their respective names as more particularly mentioned herein WHEREAS. A. Company is providing ter alia, sales and service support of different financial’Non-financial products, services to the partners and is interested in promoting such services through the Associate B. The Associate wishes to sell financial/non-financial products provided by Company: for their customers (hereinafter referred to as “Customer” or *Client”) ©. The Company has. sed to partner with Associate and accordingly execute this Memorandum on the terms and conditions, NOW, THEREFORE THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AND 1S HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1 AREAS OF COLLABORATION; The Memorandurn is nly for the sales of proxduets and services listed on GroMo mabile application or fon the ney dashboard provided under the name of Indiasales.clu and lly agreed by both Partics. List of such products and services will be jointly agreed between the Parties from time to time