Unless there is a separate signed Terms in physical form between the parties the click wrap Terms shall apply and control.

1. Commercial Terms. As set out in the applicable Order Form.

2. License:

2.1 DataNimbus and its licensors hereby grants the Licensee a non-exclusive license to use the DataNimbus Software set forth in the applicable Order Form at Licensee’s premises, solely for Licensee’s own internal operations and for processing its own data. No right to use, copy, duplicate or display the DataNimbus Software is granted, except as expressly provided herein.

3. Limits:

3.1 Licensee agrees not to (directly or indirectly, and in whole or in part): (a) make more copies of DataNimbus Software than specified in the Order Form; (b) provide access to DataNimbus Software to anyone other than Licensee’s employees, contractors, or consultants under written contract with Licensee agreeing to be bound by terms at least as protective of DataNimbus as those in this Agreement (“Authorized Users”); (c) sublicense, distribute, pledge, lease, rent, or commercially share (including timeshare) or otherwise commercially exploit DataNimbus Software or any of Licensee’s rights herein; (d) use DataNimbus Software in connection with any ultra-hazardous activity, or any other activity which might result in property damage, or death or bodily injury; or (e) modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover
DataNimbus Software source code or underlying ideas or algorithms. Usage of the software in production by the Licensee is limited to the subscription availed of by the Licensee as part of this executed Annual License Subscription Agreement.

3.2 The number of Permitted Systems including test servers, Customization servers and disaster
recovery systems on which the Software may be installed/copied shall be decided by the Licensee having due regard to its requirements including business continuity, within the Licensing limits defined in the Order Form.

3.3 The Licensee will own all the outputs of the software such as Licensee specific workflows, templates, reports, data and rules configured in the software along with any external integration/implementation layer and is not a subject of this Licensing agreement. All rights, title and interest to the Intellectual Property in any customization to the source code of the unmodified Software, necessitated on account of the Licensee’s requirements would be the sole ownership of the Licensor. The Licensee will be granted license to use such customization under the Subscription License grant.

4. Fees:

4.1 Licensee shall pay the license fees and related charges that may incur in future for DataNimbus Software set forth in the Order Form. Unless otherwise stated, all payments shall be made in Indian Rupees, within 30 days from the date of DataNimbus’s OR authorized reseller’s invoice. Licensee agrees to pay all sales, use, value-added, goods and services, consumption, withholding, excise and any other similar taxes or government charges, exclusive of DataNimbus’s income taxes. DataNimbus may terminate this Agreement and or an Order Form if Licensee has not paid any undisputed fees due within 15 (fifteen) days after written notice of such non-payment. Except as set forth in the sections entitled “Limited Warranties” and “Indemnity”, all fees paid under or in connection with this Agreement are non-
refundable and no right of set-off exists. DataNimbus Software shall be delivered electronically and such delivery shall be deemed complete when DataNimbus Software is made available for
download by the Licensee.

5. Limited Warranties:

5.1 DataNimbus warrants that: (a) for 30 (thirty) days following initial delivery of DataNimbus Software to Licensee, the unmodified DataNimbus Software, under normal use on the Platform for which it is intended, will perform all material functions described in its Documentation, and (b) that DataNimbus has the right to grant the licenses and other rights set forth herein. If a defect is reported to DataNimbus during such a thirty day period, DataNimbus may repair or replace DataNimbus software to rectify or avoid such defect or provide Licensee a full refund for the module of the DataNimbus Software concerned. In the event of a refund, the license grant set forth in this Agreement shall terminate immediately upon refund with respect to all copies of DataNimbus Software involved. DataNimbus shall resolve claims related to (b) in the manner provided in the Section entitled “Indemnity”. The foregoing shall be Licensee’s sole and exclusive remedies and the entire liability of DataNimbus and its licensors for any breach of these limited warranties. NO DATANIMBUS AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THESE LIMITED WARRANTIES.

5.2 EXCEPT AS PROVIDED ABOVE, DATANIMBUS SOFTWARE AND SERVICES ARE PROVIDED “AS IS”, AND ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF INFORMED OF SUCH PURPOSE), INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. CERTAIN THIRD PARTY SOFTWARE MAY BE PROVIDED TO LICENSEE ALONG WITH CERTAIN DATANIMBUS SOFTWARE AS AN ACCOMMODATION TO LICENSEE. SUCH THIRD PARTY SOFTWARE IS PROVIDED “AS IS;.

5.3 Licensor shall procure at its own cost and expense and maintain sufficient rights and licenses to any Third Party Software which may be provided along with the Software or bundled with the Software. All such Third Party Software shall be identified in an Order Form and any additional terms and conditions applicable to such Third Party Software shall be as set out in an Order Form. Notwithstanding the foregoing, the Licensor undertakes and agrees that it shall not bundle/ integrate or incorporate any open source code or other software which would have the effect of compromising the ownership of any other systems belonging to the Licensee or result in disclosure of Licensee’s Intellectual Property Right when integrated with or otherwise used in conjunction such systems.

5.4 LICENSEE MAY CHOOSE NOT TO USE THIRD PARTY SOFTWARE PROVIDED AS AN ACCOMMODATION BY DATANIMBUS. NO WARRANTY IS MADE THAT DATANIMBUS SOFTWARE’S FUNCTIONALITY OR SERVICES WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE DATANIMBUS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

6. Indemnity:

6.1 DataNimbus agrees, at its own expense, to defend or, at its option, to settle, any claim or action brought against Licensee to the extent it is based on a claim that the unmodified DataNimbus Software, licensed and used in accordance with this Agreement, infringes any third party patent issued by the Indian patent office, or any copyright or misappropriate any trade secret of a third party, and breach of confidentiality and DataNimbus shall indemnify and hold Licensee, its directors, officers, employees and personnel harmless from and against any losses, claims, liabilities, obligations, damages, costs and fees reasonably incurred (including reasonable attorney’s fees) that are attributable solely to such claim or action and which are assessed against Licensee in a final judgment ; provided that DataNimbus is promptly notified in writing of such claim, DataNimbus has the exclusive right to control such defense and/or settlement, and Licensee shall provide reasonable assistance (at DataNimbus’s expense) in the defense thereof. In no event shall Licensee settle any claim, action or proceeding without DataNimbus’s prior written approval. In the event of any such claim, litigation or threat thereof, DataNimbus, at its sole option and expense, may (a) procure for Licensee the right to continue to use DataNimbus Software or (b) replace or modify DataNimbus Software with functionally equivalent software. If such settlement or modification is not commercially reasonable (in the opinion of DataNimbus), DataNimbus may terminate this Agreement upon (90) ninety days’ prior written notice to Licensee, and refund to Licensee the unamortized portion of the subscription fees paid to DataNimbus by Licensee. The foregoing indemnity shall not apply to the extent any infringement could have been avoided by use of the recommended then- current release by the licensor.

6.2 The Licensee agrees to indemnify and hold harmless DataNimbus, its directors, officers, employees and personnel from and against all direct losses, claims, demands, taxes, liabilities, obligations, fines, expenses, damages, interest, penalties, claims made by third parties, attorneys’ fees which DataNimbus may incur or suffer or put to by reason of (i) breach of section 3(Limits) (ii) and breach of confidentiality of this Agreement by the Licensee, its directors, employees and personnel. The indemnification rights of either party under this Agreement are independent of, and in addition to, such other rights and remedies as the
Licensor or Licensee may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.

7. Limitation of Liability:

7.1 Notwithstanding anything to the contrary contained in this Agreement or otherwise, (i) in no event will either party be liable for any lost data, lost revenue, lost profits, damage to reputation, business interruption, or any indirect, incidental, consequential, special, punitive, exemplary or any similar type of damages arising out of or in any way related to this agreement, the use or the inability to use the software, or the provision of any services, even if advised of the possibility of such damages, (ii) in no event shall DataNimbus’s liability exceed the total fees paid by Licensee to DataNimbus under this Agreement in the 12 (twelve) month period preceding the date of the latest claim under this Agreement.

7.2 The limitations above shall not be applicable to DataNimbus’s liability arising as a result of: (i) fraud, gross negligence and willful misconduct. (ii) indemnity obligations; and (iii) breach of confidentiality (v) infringement of third party Intellectual Property rights.

7.3 In no event shall licensee’s liability exceed the amount of fees paid by Licensee under the applicable Order Form in 12 months (twelve) month period preceding the date of the latest claim.

7.4 The limitations above shall not be applicable to licensee’s liability arising as a result of infringement of Intellectual Property Rights.

8. Confidentiality:

8.1 “Confidential Information” means the terms of this Agreement; all information marked by the disclosing party as proprietary or confidential; any provided software, related documentation or related performance test results derived by Licensee; and any methods, concepts or processes utilized in provided software or related documentation. Confidential Information shall remain the sole property of the disclosing party and shall not be disclosed to any non- Authorized User without the prior written consent of the disclosing party. The parties agree to protect the Confidential Information of the other in the same manner it protects the confidentiality of similar information and data of its own (and at all times exercising at least a
reasonable degree of care). Except with respect to DataNimbus Software, items will not be deemed Confidential Information if (i) available to the public other than by a breach of an agreement with DataNimbus, (ii) rightfully received from a third party not in breach of any obligation of confidentiality, (iii) independently developed by one party without use of the Confidential Information of the other; (iv) known to the recipient at the time of disclosure (other than under a separate confidentiality obligation); or (v) produced in compliance with applicable law or court order, provided the other party is given reasonable notice of the same and provided with an opportunity to seek appropriate protective or other orders from the court.

9. Export:

9.1 DataNimbus Software, Documentation and related technical data, are subject to U.S. export control laws, including without limitation the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries including India. Licensee hereby assures DataNimbus that it shall comply with all such regulations.

10. Title/Proprietary Notices:

10.1 DataNimbus Software is proprietary to DataNimbus and/or its licensors and is  protected by applicable patent, copyright, trademark and trade secret laws (“Intellectual Property”). DataNimbus and its licensors shall retain title to DataNimbus Software and all Intellectual Property (and any other rights) embodied therein. All proprietary notices incorporated in or affixed to any DataNimbus Software or Documentation shall be duplicated by Licensee on all copies of DataNimbus Software or Documentation, as applicable, and shall not be altered, removed or obliterated.

11. Orders:

11.1 An Ordering Document shall be deemed accepted only by issuance of a DataNimbus invoice and solely for purposes of administrative convenience. None of the terms of the Ordering Document (other than the software product name, level of maintenance and description of Services, and fees due in connection therewith), shall apply for any reason or purpose whatsoever, regardless of any statement on any Ordering Document to the contrary, unless it expressly states it is modifying this Agreement and is countersigned by an officer of DataNimbus . All orders for DataNimbus Software and Services by Licensee from DataNimbus in the form of or which are accompanied by an Ordering Document shall be deemed to occur under the terms of this Agreement (with or without reference to this Agreement), unless superseded by a written Agreement signed by both parties, which expressly states otherwise.

12. General:

12.1 This Agreement along with the Order Form, on any component of the DataNimbus Software, constitutes the complete and exclusive statement of the parties’ agreement as relates to the subject matter hereof and supersedes all proposals, representations, statements, negotiations and undertakings relating to the same. To the extent of any conflict between this Agreement, Order Form and this Agreement shall control. This Agreement may not be modified or altered except by a written instrument duly executed by both parties, expressly stating that it modifies this Agreement. Neither the license to use the DataNimbus Software granted in this Agreement nor the obligation to pay the license fees set forth above are dependent upon the performance by any party of any Consulting Services or the supply of
any other software program or product. No waiver by either party of any breach of any provision of this Agreement shall be construed as a waiver of that or any other provision on any other occasion. Except for an assignment, in whole or part, by DataNimbus to a third party that acquires an interest in DataNimbus or in which DataNimbus acquires an interest or with which DataNimbus engages in a joint venture or collaboration or other teaming or like arrangement with prior intimation to Licensee, neither party may assign this Agreement and/or any of its rights and/or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld) and any such attempted assignment shall be void. For the purposes of the foregoing, a change in control except internal or group restructuring of either party is deemed to be an assignment and shall require other party’s prior written consent. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby, and the parties shall substitute for the affected portion an enforceable provision which closest approximates the intent and the economic effect thereof.

12.2 Upon termination or other expiration of this Agreement, each party shall promptly return to the other all papers, materials and property of the other. Sections entitled “Fees”, “Limited Warranties”, “Limitation of Liability”, “Indemnity”, “Confidentiality”, and “General”, Representations & Warranties and Audit shall survive the expiration or earlier termination of this Agreement for a period of three (3) years. All notices related to this Agreement shall be in writing in English or by official e-mail with read receipt and delivered by nationally recognized courier service to the address specified in this Agreement, with notices of default, breach or termination also being sent to that party’s registered office address (attn: Legal Department). This Agreement may be executed in two counterparts. Licensee hereby grants DataNimbus and its independent auditors the right to audit Licensee’s compliance with this Agreement upon reasonable notice and at reasonable times.

12.3 This Agreement shall be governed by the laws of India and the competent courts at Mumbai will have the exclusive jurisdiction over any matter arising under or in connection with this Agreement. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

13. Definitions:

13.1 Documentation” means text material that accompanies DataNimbus Software on delivery; “Ordering Document” means any purchase order or similar document or agreement requesting DataNimbus Software or Services; “Platform” means the operating system, hardware or environment set forth in this Agreement or an Ordering Document for each DataNimbus Software product; “Services” means any services performed in connection with this Agreement, including, without limitation, Maintenance and Consulting Services as set forth in this Agreement;

13.2 “Third Party Software” means third-party software identified by its company and/or product name, the provision of which by DataNimbus is made solely as an accommodation and in lieu of Licensee purchasing a license to Third Party Software directly from the third party vendor; “DataNimbus” means the DataNimbus entity signing this Agreement; “DataNimbus Software” means the most current generally available object code version (as of the Effective Date) of the software products listed in the Order Form of this Agreement and any subsequent Ordering Document, including its Documentation;

14. Maintenance:

14.1 While under active subscription, Authorized Contacts (changeable upon 48 hours prior written notice and which may be registered at DataNimbus’s support website; may notify DataNimbus’s technical assistance center of an error, defect, or malfunction in DataNimbus Software. DataNimbus will use commercially reasonable efforts to resolve the matter according to problem severity (“Maintenance”). Maintenance cost is inclusive of Subscription fee. Licensee agrees to pay reasonable expenses, materials, freight, travel and any other costs mutually agreed upon in connection with the provision of Maintenance. In the event that a request for Maintenance reveals that the cause of the problem is not an error, defect or malfunction in the unmodified DataNimbus Software, Licensee shall pay DataNimbus for its work on a time & material basis, plus expenses. Maintenance fees for the reinstatement of lapsed Maintenance or the changing of the level of Licensee’s Maintenance shall be mutually agreed between Licensee and DataNimbus. Maintenance will only be provided on the supported versions of the product. DataNimbus will communicate planned releases and end of life support timelines with reasonable notice to the licensee.