END USER LICENCE AGREEMENT This End User Licence Agreement (“Agreement”) is a binding legal between the you (the “Licensee”) and Sonata Software Limited, a company registered under the laws of India and having its registered office at [xxx] (“Licensor”) By affixing the signature at the end of this Agreement or by clicking “I Agree” appearing at the end of this page, Licensee agrees to be bound by the terms and conditions of this Agreement. 1. DEFINITIONS: a) “Effective Date” shall mean the date and year specified in the Purchase Order Form; b) “Intellectual Property Rights” shall mean all the following, worldwide: (a) copyrights, including registrations and applications for registration thereof; (b) computer software programs, data and documentation, Supporting Materials; (c) patents, patent applications and all related continuations, divisional, reissue, design patents, applications and registrations thereof; (d) trademarks, trademarks applications, domain names, trade secrets and Confidential Information, including without limitation, know-how, techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information; c) “Party” shall mean individually Licensor or the Licensee; d) “Parties” shall mean Licensor and the Licensee, collectively; e) “Purchase Order Form” means the written document executed separately by the Licensee and the distributor of the Software that sets forth the following: (i) the various modules of the Software that is to be licensed to the Licensee; (ii) Licence Fees payable including, the late payment fees; (iii) Term; (iv) customization or integration fees if any payable pursuant to software services agreement; and (v) other terms and conditions. f) “Server(s)” is a combination of the Software and certain hardware, performing certain processes and functions at Licensee’s facility; g) “Server Cores” means the number of cores in CPUs that are available for use by the Software; h) “Software” is (i) Licensor’s proprietary software identified in the Purchase Order Form and any add-on modules that at any time may be added on to the Purchase Order with the mutual agreement of the Licensee and the distributor of the Software; (ii) any third party software products that may be integrated with the Software; (iii) Updates and Upgrades; (iv) software deliverables provided under any software services agreement entered into between the Licensee and any person authorized by the Licensor to provide consulting services to the Licensee in integrating the Software with Licensee’s technical environment; and (v) Supporting Materials. Software may be made available as a web version and as a Mobile Application. Mobile Application means a software application having the same content and functionalities of a web version of the Software that is designed to run on mobile devices. Mobile Application may be downloaded from authorized locations or supplied otherwise by the Licensor; i) “Supporting Materials” means any documentation such as manuals, instructions and other written information relating to the Software provided to the Licensee; j) “Term” shall mean the term of this Agreement as set forth in the Purchase Order Form; k) “Updates” are minor updates, error corrections and bug fixes that do not add significant new functions to the Software, and that are released by the Licensor or its third party licensors, and are provided to the Licensee if the Licensee has purchased support and maintenance. The term Updates specifically excludes Upgrades or new software versions marketed and licensed by Licensor as a separate product; and l) “Upgrades” means are revisions to the Software, which add new enhancements to existing functionality, if and when it is released by Licensor or its third party licensors, in their sole discretion, and are provided to the Licensee if the Licensee has purchased support and maintenance. In no event shall Upgrades include any new versions of the Software marketed and licensed by Licensor or its third party licensors as a separate product. 2. GRANT OF RIGHTS 2.1. License Grant Licensor grants to the Licensee, a non-exclusive, worldwide, non-transferable license to use, and install the Software on Servers in machine readable object code form and to use related Supporting Materials. 2.2. Restrictions Other than the rights expressly granted hereunder to the Licensee, no other rights or interest whatsoever in the Software, and any component thereof, are transferred or granted to the Licensee. Without limiting the foregoing, Licensee may not: (i) use the Software for purposes other than the purposes explicitly set forth hereunder; (ii) reverse engineer or de-compile, modify or revise the Software, or any part thereof, or create derivative works thereof without the prior written consent of the Licensor; (iii) sub-license the Software or any part thereof. 3. DELIVERY, ACCEPTANCE One (1) copy of the Software and Supporting Materials will be delivered electronically to the Licensee. Software will be considered accepted upon delivery. 4. OWNERSHIP, TRADEMARKS 4.1. Licensor owns and shall retain all rights, including Intellectual Property Rights, in and to the Software and Supporting Materials, in and to Licensor’s confidential information, including any and all modifications, enhancements, improvements, updates and upgrades and/or derivatives to any of the foregoing, including such enhancements developed under this Agreement. 4.2. Subject to the terms and conditions of this Agreement, each Party (the “Mark Licensor”) grants to the other (the “Mark Licensee”) a non-exclusive, non-transferable, revocable license to use and reproduce the Mark Licensor’s trade name(s), logotype, or other trademarks (“Marks”) solely in connection with providing references to the relationship between the Parties created by this Agreement. All uses of the Marks must comply with the Mark Licensor’s trademark usage guidelines, as provided to the Mark Licensee from time to time. The Mark Licensee will not obtain or attempt to obtain any right, title or interest to any of Mark Licensor’s Marks, or any trademarks or trade names which may be confusingly similar thereto, including any website or domain name. All right, title and interest in the Marks shall be held by, and all good will developed in connection with the Marks shall accrue to, the respective Mark Licensor. Upon the Mark Licensor’s request, the Mark Licensee will promptly modify or discontinue any use of the Mark Licensor’s Marks. 5. SUPPORT AND MAINTENANCE This license does not guarantee software support from the Licence. Any software support and maintenance is provided by separate agreement with the distributor of this Software. 6. LICENCE FEES License fees for the use of the Software shall be as set forth in the Purchase Order Form. 7. REPORTING AND AUDIT RIGHTS 7.1. Licensee shall maintain records to track the number of Servers on which the Software is installed. Licensor or its authorized representative or the distributor of the Software shall have the right to audit to confirm the accuracy of the number of Server Cores the Software is installed on, and compliance with any other terms and conditions of the Agreement at the Licensee’s offices during normal business hours upon no less than fifteen (15) business days’ prior written request and no more than once every twelve (12) months. If an audit discloses underpayments of Fees, Licensee shall bear all of the costs of the audit as well as immediately remit all additional amounts due to the Licensor as determined from the audit, and, if applicable, the Licensee shall, at the discretion of the Licensor, also upgrade the Software to the current version and pay the applicable licence fees. 7.2. For the purposes of this Agreement, when counting physical cores, each core of a physical CPU that runs at least parts of the Software, including those that are temporarily assigned or scheduled to cover peak processing, is considered and counted. When counting virtual Core’s, each virtual Core that runs at least parts of the licensed software, including those that are temporarily assigned or scheduled to cover peak processing, is counted. If the licensed Software will run in a pure virtual core, physical Cores will not be counted. 8. TERM AND TERMINATION 8.1. This Agreement shall commence on the Effective Date and shall continue for the Term. This Agreement may be terminated prior to the expiration of the Term by either Party (a) upon thirty (30) days’ prior written notice in the event of material breach by the other Party which breach is not cured within such thirty (30) day period, (b) immediately upon written notice if the other Party misappropriates or misuses any patent, copyright, trademark, trade secret, or other Intellectual Property Rights of the other Party, or (c) immediately upon notice in the event of (i) the bankruptcy, insolvency, or placing of the assets or the business of the other Party in the hands of a receiver or trustee, (ii) the filing of a petition for bankruptcy or reorganization by or against the other Party, or (iii) the dissolution or liquidation of the other Party. 8.2. Upon any expiration of this Agreement or either Party’s earlier termination of the same pursuant to the terms of this Clause, (i) each Party will return to the other all copies of the other Party’s Confidential Information then in its possession or control, (b) Licensor’s rights to use Licensee’s Marks shall terminate, and (c) all Licensee’s licenses to use, reproduce and install the Software or use Licensor’s Marks will immediately terminate; and Licensee shall, as applicable, return all such copies of the Software and Supporting Materials to the Licensor and destroy permanently residual and back-up copies of the Software. Licensee shall deliver to the Licensor written certification of its compliance with the requirements of this Clause within ten (10) days following any termination of the Agreement. 8.3. Licensee’s payment obligations and those terms which by their nature were intended to survive any termination of this Agreement shall so survive, including Clauses 6, 10, and 12. 9. WARRANTY 9.1. The Licensor warrants to Licensee that the Software will perform substantially in accordance with the Supporting Materials and the Licensor’s written specifications for a period of sixty (60) days following Acceptance. Licensee will provide written notice to the Licensor of any non-conformance of the Software with the Supporting Materials and the Licensor’s written specifications (“Non-Conformance”) detailing the Non-Conformance and the circumstances under which it occurred/occurs. Licensee shall also provide to the Licensor such additional information as Licensor may reasonably request in order to replicate and resolve the non-conformance. Licensor’s sole and exclusive obligation and Licensee’s sole and exclusive remedy with respect to any Non-Conformance shall be to use diligent efforts to correct any such Non-Conformance during the above stipulated period. This warranty as well as Licensor’s indemnification obligations and any support duties hereunder are void if (a) the Software is changed, modified, or maintained by anyone other than Licensor, (b) the Software is used, copied or distributed other than in compliance with the terms of this Agreement, (c) the Non-Conformance results from external source, or (d) the Non-Conformance is not replicable. This warranty does not apply to any Upgrades which may be provided by Licensor to Licensee nor does any such Upgrade restart the warranty period. 9.2. THE EXPRESS WARRANTIES SET FORTH IN THIS CLAUSE OF THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE SOFTWARE. LICENSOR OR ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY (EITHER IN FACT OR BY OPERATION OF LAW), AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. NEITHER LICENSOR NOR ITS THIRD PARTY LICENSORS WARRANT THAT THE PRODUCT IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. 10. THIRD PARTY CLAIMS 10.1. The Licensor will defend, at its expense with counsel of its choice, any third Party claim, suit or proceeding (“Claim”) brought against Licensee alleging that the Software infringes a third Party patent, copyright or trade secret and will pay directly or indemnify Licensee for all damages and costs finally awarded against Licensee regarding such Claim or amounts agreed to in a monetary settlement of such Claim, provided in each case that Licensee (a) notifies the Licensor promptly of the Claim; (b) cooperates fully with the Licensor in the defense of such Claim; and (c) gives the Licensor sole and exclusive control over the defense and settlement of such Claim. If Licensee’s use of the Software as authorized hereunder is enjoined or if the Licensor believes it is commercially practicable to do so, the Licensor may, at its sole election and expense: (i) obtain for Licensee the right to continue using the Software; (ii) replace the Software with non-infringing, functionally equivalent software; (iii) modify the Software so it becomes non-infringing, or (iv) terminate this Agreement and all licenses granted hereunder. The foregoing states Licensee’s sole remedy, and Licensor’s entire liability, for damages arising from claims that the Software infringes any Intellectual Property Rights. 10.2. The Licensor shall have no obligation under this Clause for, and Licensee will defend the Licensor from and against any Claims and shall pay directly or indemnify the Licensor with respect to any expenses, damages, or loss resulting from any Claim arising from: (a) the Licensor’s compliance with Licensee’s designs, specifications or instructions for any custom work developed hereunder; (b) modification of the Software by a party other than the Licensor; (c) combination of Software with any other product, including Licensee’s devices. 11. LIMITATION OF LIABILITY; ACKNOWLEDGEMENT AS TO ALLOCATION OF RISKS IN NO EVENT SHALL THE LICENSOR BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR ANY OTHER INDIRECT DAMAGES FOR ANY REASON WHATSOEVER, INCLUDING LOST PROFITS, DATA, REVENUES, INTERRUPTION OF BUSINESS, COSTS OF COVER, OR FAILURE OF THE SOFTWARE TO PERFORM AS DESCRIBED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, UNDER LAW OR IN EQUITY, OR OTHERWISE, EXCEED FIVE (5%) PER CENT OF THE TOTAL LICENCE FEES PAID, WITH ALL CLAIMS BEING AGGREGATED IN SATISFACTION OF THE LIMIT. THE PARTIES AGREE THIS AGREEMENT FAIRLY ALLOCATES THE RISKS BETWEEN THE LICENSOR AND LICENSEE, AND THE FEES TO BE PAID BY LICENSEE HEREUNDER REFLECT THE LIMITED WARRANTIES, LIMITATIONS OF LIABILITY, AND ALLOCATION OF RISK HEREUNDER. 12. CONFIDENTIALITY Licensee agrees that neither Licensee, its agents nor its employees shall in any manner use, disclose or otherwise communicate any information with respect to the Software or the Supporting Materials which might enable use or copying of all or any portion of the Software or Supporting Materials. Licensee agrees to take all necessary action to protect the confidential and proprietary information included in the Software and the Supporting Materials. 13. GENERAL PROVISIONS 13.1. Assignment Licensee may not assign this Agreement without Licensor’s prior written consent. Any attempted assignment in violation of the foregoing will be void. 13.2. Governing Law This Agreement will be governed by and construed in accordance with the laws of India excluding its conflicts or choice of law rules. The Parties shall refer any disputes arising between them which relate to this Agreement or transactions contemplated hereby to arbitration by a sole arbitrator to be conducted in accordance with the Arbitration & Conciliation Act 1996. The venue of arbitration shall be Bengaluru, India. The courts of Bengaluru, India shall have exclusive jurisdiction over the Parties. 13.3. Address for Notice: Legal Department Sonata Software Limited APS Trust Building, Bull Temple Road, N.R. Colony, Bangalore - 560 019 LICENSEE Company Name: [*] Address: [*] Contact Person: [*] Telephone: [*] Email: [*]