a.

Account:- means any accounts or instances created by You or on Your behalf for access and use of the Services.

b.

Customer Data: - means electronic data and information submitted, transferred, or uploaded by or for the Customer to the Subscription Services and processed by Ease Commerce on Customer’s behalf (including information the Subscription Services may obtain from Third Party Applications).

c.

Documentation: - means the applicable Ease Commerce materials including user guides and other information relating to the Subscription Services, as may be updated from time to time.

d.

Order Form: -means an ordering document specifying the Subscription Services and/or Professional Services to be provided to and/or entered into by the Customer or its group entities and Ease Commerce, including any addenda and supplements thereto, including SOW (statement of Works). By entering into an Order Form hereunder, a customer agrees to be bound by the terms of this Agreement as if it were an original party hereto.

e.

Professional Services: -means onboarding, implementation, training, configuration, consulting, or other professional services ordered by Customer and to the extent described in a statement of Works. For the avoidance of doubt, Professional Services are not tied to the subscription term of Subscription Services and also exclude standard maintenance and support included with the Subscription Services.

f.

Services: -means the Subscription Services and Professional Services.

g.

Software: -means any software provided by Ease Commerce (either by download or access through the internet) that allows you to use any functionality in connection with the Service(s).

i.

Your Account: - Your access and use of the Service(s) is restricted to the individual Users created by your administrator. Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.

ii.

Verifying your Account:When registering for a product or service, Ease Commerce may ask you to verify your identification through various means. If you have registered with an email ID, Ease Commerce may send you a message to the same address that you’ve provided. This message may contain links or a list of information we’ll need to identify you as the sole owner of the email ID.

iii.

Securing Your Account: As a measure to keep our services and confidential information such as licenses, etc. safe, you are bound to secure your account with a strong password.

iv.

Sharing an Account: You are strictly prohibited from sharing your account details with any third parties.

v.

Abuse Notification: You are required to inform Ease Commerce immediately, in case you get adequate information that your account has been hacked or if you get an information about the unauthorized usage of your account.

vi.

Ownership: - Using our software does not give you ownership of any intellectual property rights to the content you access. You may not use content from our software unless you obtain permission from us or its owner, or unless you are otherwise permitted by law. However, any data/content update by you in our software in form of your database which we allow to you, you have always sole right to use.

i.

license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users in furtherance of your internal business purposes as expressly permitted by these Terms;

ii.

modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks;

iii.

use the Services to Process any Personal Data;

iv.

violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws, or any other purpose not reasonably intended by Ease Commerce;

v.

use the Services to store or process any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; or

vi.

“crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through the use of manual or automated means);

i.

Provision of Subscription Services: - Subject to the terms and conditions of this Agreement and the applicable Order Form, Ease Commerce will

ii.

Protection of Customer Data: - Ease Commerce will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data located on Ease Commerce servers. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, and disclosure of Customer Data by or to third parties lacking a valid username and password and by Ease Commerce personnel, except for actions by Ease Commerce personnel

In addition, the Data Processing Addendum, where applicable, is hereby incorporated into and subject to the terms of this Agreement by reference.

iii.

Modifications and Termination: -We reserve the right to modify our software at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any

i.

Subscriptions: - Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Ease Commerce regarding future functionality or features.

ii.

Usage Limits: - Services are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, Ease Commerce may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding Ease Commerce’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Ease Commerce’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

i.

Third Party Applications: - Customer may choose to obtain Third Party Applications to use with features within the Services. To use such features, Customer may be required to obtain access to Third Party Applications from their providers. Any acquisition by Customer of Third-Party Applications, any exchange of data between Customer and any provider of a Third-Party Application, and any governing terms are solely between Customer and the applicable provider. No procurement of Third-Party Applications is required to use the Services. You should contact that Third- Party Service provider for any issues arising in connection with the use of such Third-Party Service.

Ease Commerce assumes no responsibility for, and specifically disclaims any liability, warranty, and obligation with respect to Third Party Applications, whether or not they are recommended or approved by Ease Commerce, listed within the Ease Commerce App directory, or otherwise noted.

ii.

Integration with Third-Party Applications: - The Services may contain features designed to interoperate with Third-Party Applications. Ease Commerce cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a 3rd party Application ceases to make the 3rd party Application available for interoperation with the corresponding Service features in a manner acceptable to Ease Commerce.

i.

Subscription Charges: -Unless otherwise mentioned in an Order Form, the Subscription Charges are due in full and payable at the end of the month, in accordance with sub clause 2 below, when You subscribe to the Services. The Subscription Charges shall be specified in an Order Form or documentations.

ii.

Payment: - You hereby authorize Ease Commerce’s authorized agents, as applicable, to bill you upon your subscription to the services (and any renewal thereof). Unless otherwise stated in an Order Form, your payment is due immediately from the day of invoice date generated by Ease commerce or as may be mentioned in order form/documentation.

iii.

Refunds: - Unless otherwise specified in these terms, all subscription charges are non-refundable. No refunds shall be issued for partial use or non-use of the services by you.

iv.

Late Payments/Non-payment of Subscription Charges: Commerce will notify you if Ease Commerce does not receive payment towards the subscription charges within the due date for Your Account. Ease Commerce must receive payments within a maximum of ten (15) days from the date of payment due. If Ease Commerce does not receive a payment within the foregoing time period, in addition to its right to other remedies available under law, Ease Commerce may

v.

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 foreign jurisdiction (collectively “Taxes”).

i.

Definition of Confidential Information: - “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information includes Customer Data; Ease Commerce Confidential Information includes the Services and Services pricing; and Confidential Information of each Party includes the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by a Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or tortious act and without breach of any obligation owed to the Disclosing Party or any other party, or (iv) was independently developed by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information.

ii.

Protection of Confidential Information: - The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ directors, officers, employees, and contractors who need that access for purposes of performing under this Agreement and who have signed confidentiality agreements with the Receiving Party. Neither Party will disclose Confidential Information (including but not limited to the terms of this Agreement or any Order Form) to any third party without the written consent of the Disclosing Party other than to its Affiliates solely as needed to perform its obligations under this Agreement, legal counsel, auditors, professional advisors, and accountants who have agreed to confidentiality obligations protective of the Disclosing Party’s Confidential Information in writing or who have a statutory/regulatory obligation of confidentiality.

iii.

Compelled Disclosure: - The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil or administrative proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

i.

Ease Commerce may Process Customer Data to provide, maintain and improve the Services, or prevent or address any technical problems, or at Your request in connection with support requests.

ii.

Ease Commerce may perform analytics on Customer Data to improve, enhance, support, and operate the Services and compile statistical reports and record insights.

iii.

You shall not disclose (and shall not permit any individual to disclose) any Sensitive Personal Information to Us for Processing.

iv.

We shall ensure that any person We authorize to Process Customer Data shall protect the Customer Data in accordance with Our confidentiality obligations under these Terms.

v.

You acknowledge and agree that We may access or disclose information about You, Your Account, and Users, including Customer Data in order to (a) comply with the law or respond to lawful requests or legal processes; or (b) prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

vi.

We shall use appropriate technical and organizational measures to protect the Customer Data as specified in applicable laws. The measures used are designed to provide a level of security appropriate to the risk of Processing Customer Data.

vii.

We shall, without undue delay, notify you of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the customer data processed by us. We shall reasonably assist you, at your expense, in meeting your obligations under applicable data protection laws.

i.

Representations: - Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

ii.

Ease Commerce Warranties: - Ease Commerce warrants that the Subscription Services, when used by Customer as expressly permitted hereunder and in accordance with the Documentation, will operate in substantial conformity with the then current version of the Documentation provided by Ease Commerce. Should Customer determine that the Subscription Services have not met the foregoing warranty, Customer shall give Ease Commerce notice of the deficiency including details sufficient to allow Ease Commerce to replicate the deficiency. For any breach of such warranty, as Customer sole remedy, Ease Commerce will correct the nonconformity within a reasonable period of time.

iii.

Service Disclaimers: - TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOLE AND EXCLUSIVE WARRANTIES AND WARRANTY REMEDIES ARE AS SET OUT IN THIS SECTION AND, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SUBSCRIPTION SERVICES INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN ‘AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, EASE COMMERCE DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

iv.

Additional Disclaimers: -EASE COMMERCE IS NOT RESPONSIBLE FOR DATA QUALITY ISSUES OR LOSS OF DATA AND CUSTOMER WILL MAINTAIN BACKUP COPIES OF CUSTOMER DATA ON CUSTOMER’S OWN SYSTEMS. EASE COMMERCE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD-PARTY APPLICATIONS. EASE COMMERCE HAS NO RESPONSIBILITY FOR THE PERFORMANCE OR OTHER OBLIGATIONS OF ANY PROVIDERS OF THIRD-PARTY APPLICATIONS.

i.

Indemnification by Ease Commerce: - Ease Commerce will defend Customer, Customer Affiliates, and their officers, directors, employees, agents, and contractors (“Customer Indemnified Parties”) from and against any claims, demands, suits, or proceedings brought by a third party (“Claims”) alleging that Customer’s authorized use of Subscription Services or Professional Services infringes such third party’s valid patent, copyright, or trademark. Ease Commerce will indemnify and hold Customer Indemnified Parties harmless from and against any liability, damages, and costs (including, without limitation, reasonable attorney’s fees) incurred in connection with such Claims. Notwithstanding the foregoing, if Ease Commerce reasonably believe that Customer’s use of any portion of the Services is likely to be enjoined by reason of a Claim of infringement, violation, or misappropriation of any third party intellectual property rights then Ease Commerce may, at Ease Commerce expense and in Ease Commerce sole discretion: use commercially reasonable efforts to (i) procure for Customer the right to continue using the Services; (ii) replace the same with other non- infringing software or services of substantially equivalent functions; or (iii) modify the applicable software or services so that there is no longer any infringement, violation, or misappropriation, provided that such modification does not adversely affect the functional capabilities of the Services. If, in Ease Commerce opinion, the remedies in clauses (i), (ii), and (iii) above are infeasible or commercially impracticable, Ease Commerce may, in its sole discretion, terminate this Agreement and refund Customer a prorated amount equal to the pre-paid Fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. The foregoing indemnification obligation will not apply: (1) if the Services are modified by any party other than Ease Commerce, to the extent the alleged infringement is caused by such modification; (2) if the Services are combined with other products, applications, or processes not provided by Ease Commerce, to the extent the alleged infringement is caused by such combination; (3) to Claims arising out of any unauthorized use of the Services; (4) to Claims arising out of any Third Party Applications; or (5) to Claims arising out of Customer Data. THIS SECTION SETS FORTH EASE COMMERCE’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

ii.

Indemnification by Customer: - Customer will defend Ease Commerce and their officers, directors, employees, agents, and contractors (“Ease Commerce Indemnified Parties”), from and against any Claims arising from or relating to Customer Data or misuse of the Services and will indemnify and hold Ease Commerce Indemnified Party’s harmless from and against any liability, damages, costs, and expenses (including but not limited to reasonable attorney fees) incurred in connection with such Claims.

iii.

Procedures: - Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable Claim; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the Claim, provided that the indemnifying Party may not settle any Claim unless it unconditionally releases the indemnified Party of all liability and receives indemnified Party written approval (which will not be unreasonably withheld) of any conditions imposed by the settlement, if applicable; and (iii) the indemnified Party will cooperate fully to the extent necessary and as requested in the Claim investigation, defense, and trial (including any appeal arising therefrom), and execute all documents necessary for the defense of such Claim.

i.

Limitation of Liability: - IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR CONTRACTORT AND REGARDLESS OF THE THEORY OF LIABILITY. However, the foregoing limitations shall not apply to (a) liability for personal injury; (b) liability arising out of gross negligence or willful misconduct; or (c) Customer payment obligations under this Agreement. No action against Ease Commerce arising out of this Agreement may be brought more than one (1) year after the cause of action has arisen.

ii.

Exclusion of Consequential and Related Damages: -IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

i.

Term of Agreement: - This Agreement commences on the Effective Date and continues until all Services hereunder have been completed and/or all subscriptions have expired, unless earlier terminated.

ii.

Term of Subscription Services and Renewals: - The term of each Subscription Service shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to one year (“Renewal Term”), unless either Party gives the other notice of non-renewal 30 days before the end of the relevant subscription term.

iii.

Termination: - A Party may terminate this Agreement for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such notification period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

i.

Notices: - Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant Services system administrator designated by Customer. Notices to Ease Commerce should be addressed to Ease Commerce Technologies Pvt Ltd, 2nd Floor, 127, 10th Main Rd, Sector 6, HSR Layout, Bengaluru, Karnataka 560102.

ii.

Governing Law and Jurisdiction: - Each Party agrees to the governing law of the Bengaluru, Karnataka (India) without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of courts sitting in Bengaluru, Karnataka (India).