LICENSE AGREEMENT This software as a service license agreement is between worxogo solutions Pvt Ltd (hereinafter referred to as worxogo) and the End User (company/firm/partnership/sole proprietorship/individual that the user belongs to, and accepts the agreement on behalf of, hereinafter referred to as End-User). worxogo has developed a platform which is a Persuasive technology application and the End-User seeks a right to remotely access and use the worxogo platform to avail certain services; and NOW, THEREFORE, in consideration of the mutual promises set forth herein, worxogo and the End-User agree as follows: 1. Grant of Right to Use and Intellectual Property Rights a) In consideration of the End-User paying worxogo the Fees, worxogo hereby grants the End-User a revocable, non-exclusive, non-transferable, limited right to Use the Product and Services. The End-User agrees that the number of Users shall not exceed the number of named Users. The End-User shall be solely responsible for ensuring that the Users Use the Product and avail of the Services in accordance with the terms of this Agreement. b) Nothing set forth in this Agreement shall restrict worxogo from collecting, storing, analysing and using information related to the performance and usage of the Product and Services by the End-User. Such usage data shall be Proprietary Information of worxogo. c) The End-User acknowledges that ownership of and title in and to all Intellectual Property Rights in the Product and Services and the Proprietary Information are and shall remain with worxogo. The End-User acquires only the right to Use the Products & Services as detailed in this Agreement and does not acquire any ownership rights or title in or to the Proprietary Information. 2. Prohibited Uses End-User shall not: a) Provide any third party (other than the named Users) with access to the Product or the Services; or b) Disassemble, decompile or unlock, reverse engineer, or in any manner decode Product for any reason; or c) Re-sell, grant any rights to third parties to the Products or Services, lease, time-share, lend or rent Products or Services; or d) Copy any features, functions or user interfaces/graphics of the Products and/or Services; or e) Commit or permit the commission of any Abuse. f) worxogo shall have the on-going right to monitor Use of the Products and Services to determine the End-User compliance with this Agreement g) The End-User shall be solely responsible for any data, content or information that it or its Users transmits, uses, uploads or stores. End-User shall not transmit, uses, uploads or store in violation of any applicable laws. 3. Limited Warranty a) End-User understands and acknowledges that certain risks are inherent in the transmission of information over the internet. worxogo makes no representation, warranty or covenant that its security measures will be effective. worxogo shall have absolutely no liability for the breach of its security measures, or the integrity of the systems or Hosting Servers. b) worxogo hereby disclaims and expressly waives all other conditions, representations and guarantees, whether express or implied, arising by law, custom, oral or written statements of worxogo or third parties including, but not limited to, any warranty of merchantability or fitness for particular purpose or of error-free and uninterrupted use or of non-infringement. 4. Price and payment a) End-User will pay worxogo the Fees as agreed and be liable for all transaction taxes on the use of the Product or Services or other services provided under this Agreement (For eg., VAT, Service Tax etc). Non-payment of dues will automatically result in discontinuation of services to End-User by worxogo. 5. Limitation of Liability a) worxogo shall not be responsible under this Agreement if the Product or Services are not used in accordance with this Agreement ; or (ii) if a defect in the Product is caused by the End-User computing environment, or by interfacing third-party software not authorized by worxogo. b) In no event shall worxogo be liable to the End-User, whether in contract, tort (including negligence) or otherwise for any loss of profits, business, contracts, or revenues, loss of operation time, increased costs or wasted expenditure, loss of goodwill or reputation of the other, its employees or any other person acting on their behalf, special, indirect, incidental punitive or consequential damage of any nature whatsoever or howsoever arising out of use of worxogo services. 6. Arbitration and Governing Law a) The Parties hereby agree that this Agreement shall be governed by and construed in accordance with the laws of the Republic of India without regard for its conflict of law principles. The seat and venue of arbitration will be Bangalore.