MEMORANDUM OF UNDERSTANDING (Memorandum/MOU) This MOU is made in Gurgaon on the 2/4/2024 (“ifective Date") BY AND BETWEEN: VITRAK TECHNOLOGIES PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 2013 and having its Corporate Office at Plot 63, 4% Floor, BLM 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 suecessors and assign(s}) of the ONE PART: AND Harsh Shukla( HARANYA ENTERPRISES), an individu! having its Corporate Office at House no 23 Gali no2, Near Bikaner Sweets Greater Noida, UP - 201301, bereinafter referred to as “Associate” which cexpressiam shall, unless it be repugnant to the context thereof, deem to mean and inelude its suecessors 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, inter alia, sales and service suppost of different financial / non-financial products to she partners ands interested in promoting such services through the Associate, B. The Associate wishes to sell financial ¢ nonefinancial products offered by Company through its dlatform(s) for the end customers (hereinafter referred to as “Customer” or “C'lient") C. The Company has agreed to partner with Assoriate and accordingly execute this Memorandum on the terms and conditions agreed as mentioned hercin NOW, THEREFORE THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AND IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOW. AREAS OF COLLABORATION: The Memorandum is enly for the sales of products and services listed on GroMo mobile application or cn the agency dashboard provided under the name of Indiasales.club and mutually agreed hy both Parties, List of such proxiocts and services will be jointly agreed between the Parties fram time ta time, in writing or over email ‘Associate shall render products/services to its Customers by providing information to the Customers, in the following manner: i Associate to help the Customer ta buy producte/services as per particulars mentioned in Annexure | or as may be shared by Company from time to time;Iv, li, Associate to follow Company's marketing guidtines which will be shared fram time to time by Company: iii, Associate to ensure that they and their employces/eontractorsassociates or any other personnel involved in carrying out the Service are at all imes inform the Clients about the products as per the specification shared by the Company. iy. Associate will not mis-represent Company's offerings inany manner whatsoever, EFFECTIVE DATE, TERM AND TERMINATION: This Memorandum shall remain valid for a period of ane (1) year with efféet from the Exeeution Date unless terminated earlier in accordance with the terms of this Memorandum, Thereafter, this Memorandum shall be automatically renewed fora further periodf One) year or such ather period as may be mutually decided Either of the Parties may choose ta terminate this Memorandum by-serving Thirty (30) Days written notice to the other Party in advance, In the event of breach of the terms and conditions of this Memorandum by cither of the Parties, the non-defaulting Party may forthwith terminate this Memorandum, Upon termination of this Memorandum as set aut above, the Company shall settle all undisputed and ‘outstanding payments duc ta the Associate with regard to the sale of “products and services” within 20 days of communication of such termination or invoice raised, whichever is later. LIMITATION OF LIABILITY Notwithstanding anything to the contrary elsewhere contained in this MOU, the Company in any event, regardlessof the form af claim, shall not be liable forany indirest, special, punitive, exemplary, speculative cor consequential damages, including, but not limited to, any loss of use, loss of data, business imerruption, and loss of income or profits, irrespective of whether it had notice of the possibility of any such damages. Bt will not cover any damags or penalty imposed by the issuing company of the financial products, which may arise due to any unscrupulous tivity at the end of the Associate. The associate will be liable to pay the penalty or damages in full Company's OBLIGATIONS AND PARTICULARS OF TRANSACTION ‘A. Company shall ensure that a) The Company agress to share the list of “products and services” and their prises from time to time, Company reserves the right to modify the prices or discontinue any product arservice at any time b) The Company agrees to pay commission to Associate on completion of transictions as listed in ‘Amnexure I mentioned herein below as mutually agreed between bath the Parties; ©) The Company agrees to settle the payment with Assoeiate within 30 (thirty) days Fram the receipt f undisputed invoice 4) Any sales refund during the month will be adjusted in the subsequent months payment eye.y, ASSOCIATE’S OBLIGATIONS a by a a a a by m) a) ° ” ” a The Associate agreesto pay a one-time non-refundable facilitation cost ona non-recurring basis of Rs 10,004 inclusive of GST. This payment shall be due prior to the execution ofthis Agreement «ras otherwise agreed upon by both parties in writing. By paying the One-Time Facilitation Cost, Associate acknowledges that they have understood the scape of services covered under this MOU. Proper promotion of the “products and services” to prospective customers and at the time of sale The liability of providing service to Customer during the coverage tenure shall solely lie with the Assoriate The Associate acknowledges that the features and extent af the products and services shall be communicated tothe customers by the Associate ‘Associate acknowledges thatthe products and services are virtual andl relevant details will be captured in the Company provided Apw Website for the Assoxiate at the time of sales to its ‘Associ acknowledges thatthe Company may inform them of any change in pricing and policies Associate is solely espansible to communicate any change in policies or pricing to its customers and its partnerdemployeesla genciesiistributorsrctailers from time to time at its own discretion, Associate acknowledges that the Company can withdraw the license to them due to non- performance based on parameters defined by the later. ‘Associate acknowledges that they will fo low the guidelines andthe SOP prescribed the Company andif the associate is found to be flouting the guidelines, a penalty wll be imposed andit may also lead to closure of business and freezing of accounts “Associate acknowledges that they shall fallow the respective brand guidelines and code of ‘conduct while processing the applications, ‘Assoviate acknowledges that they shall for every new customer, afresh journey is undertaken, and afresh lead is generated. “Associate acknowledges that they shall not engage in mis-slling any product or service to the ‘austomerscither at the variant level or fr the limit offered, Associate acknowledgesthat they shall ‘ensure to not harass customers if customers are not interested Associate acknowledges that they shall process every application witha fresh mobile number and ‘pot make multiple applications using the same mobile number, Associate acknowledges that they shall use the same customer details for both IndiaSales portal andthe Banks” application journey. “Associate acknonvledges that they shall not do cold reach ont to the customers, they may do so only ifthe custamer has explicitly given consent “Associate acknowledges that they shall not cantact the prospect customers between 91S and 190Gb: on Mon-Sat, excluding banking holidays, unless the customer has authorized the Executive to call or mest at a given time, No Calls will be made to “DND” customers, and Associate shall use only serubbed data for calling the prospective customers. Associate shall abide by the RBI guidelines for Credit Cards Activation within 30 days, in the hscnce of which Associate acknowledges tht there shal be a claw back Le. payout to be not be dicctive, The clawhack 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, "Associate is obligated ta share data for legal and auditing purposes, Associate shall be intimated for any breach of obligations and the associate is expected to take setion on the bresch within 24 hours ofthe intimation of the breach,In case of breach of obligations mentioned in this clause, the Associate shall be liable for jan of penalty by the Company in the fallowing manner* - No | Penal Clause Penalty Amount T__| Multiple Applications on the Bank System waing | 3x Base Card Value per Application same Mobile Number - where mobile number in GroMo System may be different. | Multiple Applications on the Bank System using | Payment will be made for only one eave) no single Lead ID generated on GroMo System. payments will be made for any duplicate sales 72 Base Card Value per Application T_| Identity Theft - Agent generating service product | Account Freeze and Payout be held. in the name of customer & misusing customer’s | Cascading of penalty as imposed by the Bank personal information fiscellaneous Complaints apart from the above | 1000 INK pointers “All penalties will be calculated during the final month end billing cycle. VI. NON- BINDING OBLIGATIONS: 4) Suibsequent to the execution of the present MoU, certain necessary and incidental binding aureementwcantructs may be entered into and executed by the parties, in due eaurse of tims. The Parties shall work together in good faith to achieve this objective, in accordance with the rovisions of this MOU. i) Notwithstanding anything to the contrary elsewhere contained, this MOU is a non-binding document and is intended only to represent a basis for discussions between the Parties and the same does not constitute a contractual commitment on behalf of either Party, or create any obligation of either Party to negotiate with any other party. Signing and execution of the present (MoU! mayfmay not result in any transaction or deal between the parties (ii) His further clarified that any mestings conducted with entrepreneurs for purpose of potential investment by the Fund will not create any obligation upon cither of the parties to enter into any ‘tansactian/agreement VIL AMENDMENTS Na amendment, notice of loss or damage, change ar modification of any of the terms, provisions or conditions of this MOU shall be effective unless made in writing and signed om bebalf of the Parties hereto by their duly authorized representatives. ‘CONFIDENTIALITY The Parties agree that all information and data and all matters thercof disclosed to other Party or learnt by the other Party, in the course of the performance of this Memorandum: or any information, data and Jor matters conta ned in documents and / or materials to whicha Party has gained accesso, during the performance of this Memorandum ar any aspects whatsoever shall be kept and maintained as strictly confidential, The Parties shall ensure that discounts, commissions, exclusivity Memorandums, ‘expansion plans and/or any other considerations of the “products and services” which are given totheAssociate by Company or vice versi cannot be disclosed to any third person except tothe its agents and shall be kept confidemtial Nothing stated herein shall be construed to create any rights, tile, imerest, license, assignment or ‘transfer of the Intellectual Property Rights of each party in fav our ofthe another saveand except limited to due performance of this Memorandum. IX, INTELLECTUAL PROPERTY: (2) For the purpose of this Memorandum, “Intllectua! Property" shall mean inventions (whether patentable or not), patent, utility models trademarks, service marks, logos, trade names, domain ‘names, datahase rights, code, scripts, design, rights in know how, trade secrets, copyrights, moral right, topography rights and rights in databases inal cases and any ether intellectual property or 3s, in each case whether registered or unregistered and including applications for the registration or grant of any such rights and any andall forms of protection having equivalent or Similareffect anywhere inthe world, for the full term of such rights including any extension to or renewal of the terms of such rights, (@) Associate agrees thatthe Intellectual Property, belon ging to Company is the exclusive property of the Company and cannot in any circumstances be used, or copied, o altered in any manner which is identical! similar the brandlogostrademarks of the Company without being specifically authorized in writing by the Company. (€) "The Company, by entering into this Memorandum granis Associate, a limited, revocable, non- exclusive and royaltytiee license during the Term to use the Company’s name and ‘rademarilco pyrights/designs/logosand other Intellectual Property owned! and/or licensed by i, for the purpose of the service provided hy Associate under this Memorandum. Associate shall use the Fntellcctaal 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 Intellectual Property to defame or ‘mistepresent the Company during and after the termination of this Memorandum. Any breach in this clause will be considered a material breach by the Associate. Xx. 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. XL. DISPUTE RESOLUTION All 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 ar arising under this Mot! vill be resolved through co-operation and consultation, IF the said disputesete. are not settled by co-operation and consultation, the said matters will be referred toa sole arbitrator appointed mutually by both the partes 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, ar any statutory modification or rexenactment thereof. The venue and seat of such arbitration shall bs Gurugram, The decision ofthe arbitrator shall be final, binding and conclusive ‘onall the partes.NIL GOVERNING LAW AND JURISDICTION TThis MoU shall be interpreted and governed inall respects by the laws of India. The court of Guragram alone shall have sole and exclusive jurisdiction to entertain and decide all and any disputes or differences, which may arise between the parties, or any of them, in relation to or arising eut of the ‘terms of this MoU NOTICES [Any notice or notifieation in connection with this Memorandum shall be in writing, delivered either personally or through registered post or recognized courier or inan e-rmil and any notice or notification pursuant hereto shall be addressed to Associate or the Company at their respective addresses mentioned herein above of to such address as may be notified by the concerned Party to the other Party in accordance with the provisions of this clause. F, tothe Company: Ankit Khandelwal ak@gromo.in Vitrak Technologies Private Limited Plot 63, 4 Floor, BLM Tower Sector 44, Gutugram, 122003 IF, to Associate Associate" Name, Ermail & Address Harsh Shukla Harsh Shukla( HARANYA ENTERPRI socia lmedia, manager ine@gmail.com House no 23 Gali no 2, Neat Bikaner S 8882145825 wets Greatet Noida, UP - 201301 ‘he Parties may, from time to time, by written notice, specify alternate person/s or placels or numberds ‘where the notices may be given pursuant to this Memorandum. XIV. Rezarionsmur Both the parties under this Memorandum are independent contracting parties, Nothing im 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-emplayee relationship between the parties or entitle any Party to commitor bind any other Party (or any member of its respective group) in any manner to give rise to fiduciary dates by one Party in favour of any other. XV. FORCE MASEURE ‘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, wheter or not foreseeable by either party, including but not limited to, labour disturbance, war, fie, accident, cammunication failure,adverse weather, pandemics, epidemics, government-imposed lockdowns, governmental act or regulation or other causes or events beyond either party's control. Inthe event thatthe Company fails ta rectify the Force Majeure condition, in spite of best efforts, then cither party may terminate this “Memorandum after giving thity (30) days" notice tothe other party, in writing For, Harsh Shukla) HARANYA For, Vitrak Technologies Private Limited ENTERPRISES) Name - Ankit Khandelwal Name - Harsh Shukla Designation- CEO & Co-Founder Designation. Owner ‘Signature & Seal - Signature & Seal -ANNEXUREA 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 forall products sold from time to time, as received by its Financial Pariners to its trac knowledge. Company will not be responsible for any dispute in data due to alfribution issue of products sold from the Financial Partner's end. ‘The payout discussed over email! shown on applicationare subjectto change. Incase of any change inthe terms and congitions ar change in payout by Company's Financial partners, the same would be accordingly informed 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. ‘Commissions to be paid by the Company tothe Associate after Associate raises the invoie, and within 30 days of invoice raised by the Associate. This is subject to change based on communication between the two parties cover emi Below isa tentative price list for different prodoets (this is subject to change hased on the Financial Partners" recommendations suguestions and hence this is only indicative For reference and cannot he in any way used as 4 permanent benchmark,