ENTITYMATCH - CLOUD SUBSCRIPTION TERMS OF SERVICE This CLOUD SUBSCRIPTION TERMS OF SERVICE (the "Agreement") is executed by Posidex Technologies Private Limited, a company incorporated under the Companies Act, 2013/ 1956, having its Registered office at 1st Floor, 34, Arvindnagar, Hyderabad 500029 TS, India (hereinafter referred to as "Posidex") which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns, of the First Part; AND User or Client company Posidex and Client are also referred to individually as a "party" and collectively as the "parties". WHEREAS Posidex offers a cloud based online Solution for all Demographic matching requirements of organizations through the portal www.entitymatch.com. Client has offered to avail, and Posidex agreed to provide, the Services to Client, mentioned in Sub-Clause 1.1 of this Agreement. 1. SERVICES This Agreement governs all of Client's use of Posidex's Entitymatch.com service and all services connected to the Entitymatch.com service, provided by Posidex ("Services") whether Client accesses it from the site at https://entitymatch.com (the "Site"), or from any other application or access point Posidex makes available to Client. The Service from Posidex offers an integrated online solution for for all Demographic matching requirements of organizations .The Entitymatch.com platform Service is licensed to Client, not sold. Except as expressly set forth herein, Posidex retains all rights in the Service, and all intellectual property rights therein. All rights in the Service not provided to Client under this Agreement are expressly retained by Posidex. Name and Logo, the Entitymatch.com Name and Logo, and other product names associated with Posidex are trademarks of Posidex and no right or license is granted to use them, other than as set forth herein. This Agreement governs all use Client makes of the Service, including its free or paid use (if any). If Client is entering into this Agreement on behalf of an organization ( i.e. a legal entity), Client represents that it has the authority to bind such entity to the terms of this agreement. In that case, the terms "Client" shall also refer to such entity, its staff and its affiliates, as applicable. If Client does not have such authority, or if Client does not agree with these terms of Agreement, he may not use the Services. Violation of any of terms of the Agreement may result in the termination of Client's account. 2. ACCESS TO THE SERVICES Client will receive a password and account designation upon completing the registration process. Client is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under Client's password or account. Client agrees to (a) immediately notify Posidex of any unauthorized use of Client's password or account or any other breach of security; and (b) ensure that Client exits from its account at the end of each session. During the term of Client's paid subscription to a particular Plan of Entitymatch.com Service, Posidex will (a) make the Services available to Client pursuant to this Agreement and necessary invoice, (b) provide Posidex standard support for the Services to Client at no additional charge, (collectively referred to as the "Support") and (c) use commercially reasonable efforts to make the Entitymatch.com Services available 24 (twenty four) hours a day, 7 (seven) days a week, except as specified in the Clause 3 hereof. 3. AVAILABILITY OF THE SERVICE Client's access to and use of the Entitymatch.com may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Entitymatch.com platform for any reason, including as a result of power outages, system failures, problems inherent in the use of the Internet and electronic communications, failures of Posidex's service providers (including telecommunications, hosting, and power providers) or other interruptions. In such events, Posidex will credit back the amount for all such requests which have been submitted/ failed to be submitted by Client due to the downtime/ unavailability of Service, for which Client has not been able to download the results or reports. Posidex is entitled, without any liability to Client, to suspend access to any portion or all of the Entitymatch.com Service at any time, on a Service-wide basis: (a) for scheduled downtime to permit Posidex to conduct maintenance or make modifications to the Entitymatch.com; (b) in the event of a denial of service attack or other attack on the Entitymatch.com Service or other event that Posidex determines, in its sole discretion, may create a risk to the Entitymatch.com Service to Client or to any of its other customers if the Entitymatch.com Service were not suspended; or (c) in the event that Posidex determine that the Entitymatch.com Service is prohibited by law or Posidex otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). Posidex has no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Client may incur as a result of any Service Suspension. Posidex may install on the Entitymatch.com Service the upgrades, patches and service packs (collectively referred to as "Updates") which become available from time-to-time. Posidex makes no guarantee that an update will be installed during the term of this Agreement. The Updates shall be considered part of the Entitymatch.com Service and governed by this Agreement. 4. TECHNICAL SUPPORT Posidex shall provide technical support to allow Client designated maintenance services representatives to contact and to report problems and to seek assistance in the use of the Entitymatch.com Service during Posidex's support hours of operations as established from time-to-time. Problems may be reported through Posidex's help desk support. Posidex shall return support requests within a commercially reasonable time after receiving Client's request. Technical support does not include on-site or in-person assistance or consultation. Client should not use the Service for any purpose which is illegal or violates any laws in its jurisdiction, in the jurisdiction of the Republic of India or in any way that intentionally or unintentionally violates any applicable local, state, national or international law. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Posidex may at its sole discretion modify the features of the Services from time to time duly notifying the subscribers in advance. Posidex reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) duly notifying the subscribers in advance. Client agree that Posidex shall not be liable to Client or to any third party for any modification, suspension or discontinuance of the Service. 5. CLIENT CONTENT AND DATA Posidex shall not claim any intellectual property rights over the data that the Client uploads to the Entitymatch.com platform to utilize the Services. All data uploaded by Client remains the property of Client. "Data" means any data and content Client uploads, posts, transmits or otherwise makes available via the Services including messages that it sends, uploads, comments made on files, profile information and anything else Client enters or uploads into the Service. Posidex will make commercially reasonable efforts to ensure that all facilities used to store and process Client's Data meet a high standard for security. Posidex's current practices and policies regarding data privacy, security and confidentiality, are provided on www.entitymatch.com/security. Posidex shall update the document as these practices and policies keep evolving on continuous basis. In order for Posidex to provide Services to Client, Posidex requires that Client grants Posidex certain rights with respect to Client's Data. For example, Posidex should be able to transmit, store and copy Client's Data in order to display it to Client, to index it so Client is able to search it, to make backups to prevent data loss, and so on. Client's acceptance of this Agreement gives Posidex the permission to do so and grants Posidex any such rights necessary to provide the Service to Client, only for the purpose of providing the Service (and for no other purpose of Posidex). This permission includes allowing Posidex to use third-party service providers (for example Amazon Web Services) in the operation and administration of the Service and the rights granted to Posidex are deemed to have been extended to these third parties to the extent necessary in order for the Service to be provided, which may involve moving Client data across servers. Posidex will not share, disclose, sell, lease, modify, delete or distribute any Data provided by Client in any manner. Posidex will also not view the Data provided by Client except when given permission by Client for exclusive purpose of support. Client agrees that Posidex may include Client's business name in a list of Posidex's customers online and in print and electronic marketing materials in an appropriate fashion. Client may prefer not to include Client's details and shall notify the same to Posidex at ‘marketing@Posidex.com’, following which Posidex will cease including Client's business name in a list of Posidex's customers. 6. CONDUCT ON ENTITYMATCH.COM Client may not use the Entitymatch.com Platform to: Upload, post, transmit, or otherwise make available any of Client's Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable. Upload or transmit images that contain nudity, weapons, violence or drugs. Impersonate, or misrepresent Client's relationship with, any person or entity. Upload or transmit any content that Client does not have a right to make available, or that infringes any patent, trademark, trade secret, copyright, privacy, or other proprietary rights of any party. 7. GENERAL RESTRICTIONS Client should not: (i) modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Service, (ii) copy, or reproduce the Service in any way, in whole or in part, (iii) create any derivative work based on the Service, (iv) re-distribute or sublicense the Service, or any part thereof, to any third party, (v) "frame" or "mirror" any content available on the Entitymatch.com platform Service on any other server or wireless Internet-based device, (vi) operate the Entitymatch.com platform Service on a service bureau basis, without Posidex's express prior written consent, (vii) use the Entitymatch.com platform Service in circumstances in which errors or inaccuracies in the content, functionality, data or information provided by the Service or the failure of the Service could lead to death, personal injury, or severe physical or environmental damage, or (viii) allow, permit or assist any third party to do the foregoing. 8. PROBING Client shall not allow anyone working on its behalf to perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan of the Entitymatch.com service without Posidex's prior written consent. Client shall not allow anyone working on its behalf to use any software tool designed to automatically emulate the actions of a human user (such tools are commonly referred to as "Robots") in conjunction with the Service. 9. NO COMPETITIVE USE Client is not permitted to register for or use Posidex's Entitymatch.com Service to monitor or test its performance or for other benchmarking or competitive purposes. Posidex reserves the right to terminate any account that is in breach of these terms. 10. BILLING If Client elects to purchase Service packages or additional Services, Client may choose to provide a credit card or other payment mechanism selected by Client. Client agrees to pay the fees in effect for Client's subscription at the time of purchase or renewal, along with any fees for additional services, which Client agrees to pay while using the Entitymatch.com Service (collectively, "Services Fees"). Unless Parties separately agree otherwise in writing, all Service Fees for subscriptions are payable in advance prior to the commencement of each subscription period. Client agrees that Posidex may charge to Client's credit card or other payment mechanism selected by Client and approved by Posidex for Client account ("Client Account") and all amounts due and owing for the Services, including service fees, subscription fees or any other fee or charge associated with Client use of the Services. If there are any annual, monthly or similar periodic fees for Client's subscription, these fees will be billed automatically to the credit card designated during the registration process for the Services, or subsequently designated to Posidex at the start of the subscription period and at the start of each renewal period, unless Client terminates its subscription before the relevant period begins. Prices of all Services are mentioned in the Schedule of Terms hereto and are subject to change at any time. Posidex will strive wherever possible to give advance notice. Such notice may be provided at any time by posting the changes to the Entitymatch.com website or the Service itself. All payments authorized by Client into its account are final. There is no refunding of Client account regardless of whether Client uses the Services or not. In connection with Client's purchase and/or use of the Service Client may be subject to applicable taxes, including, without limitation, sales and use taxes, by any authority which has jurisdiction to impose such taxes. Client agrees that the obligation and payment of any such taxes shall be Client's sole and absolute responsibility, and Client agrees to indemnify Posidex to the extent that Posidex incurs any obligations or other liabilities in connection with such taxes. Client agrees that in the event Posidex is unable to collect the fees owed to Posidex for the Services through its Account, Posidex may take any other steps it deems necessary to collect such fees from Client and that Client will be responsible for all costs and expenses incurred by Posidex in connection with such collection activity, including collection fees and legal costs. Client further agrees that Posidex may collect interest at the rate of 1.5% per month or the highest amount permitted by law on any such amount not paid when due. 11. CHANGING SERVICE LEVEL Some services in the current subscription or available in future provided by Entitymatch.com allows the Client to upgrade or downgrade Client's service levels. If Client upgrades its service level from one package to a higher priced package, Posidex will charge the Client thus: 1) if Client pays monthly, its first payment will be the difference between the higher priced package and its current package price, whereby monies received by Posidex for Client's current package price is pro-rated based on the actual number of days until its scheduled monthly payment date. The regularly scheduled monthly payment date will remain the same as Client's initial purchase date, with subsequent monthly charges at the higher package price. If Client purchases or upgrades additional services that are charged on a monthly basis, Client's first payment for those additional services will be the price of the additional services pro-rated based on the actual number of days until Client's next monthly payment date. Client scheduled monthly payment date will remain the same as its initial purchase date, with the full price of the additional services reflected in subsequent monthly charges. If Client purchases additional services that are charged on an annual basis, Client's first payment for those additional services will be the full price of the additional service. The renewal date for such annual additional services will be the date of upgrade of the subsequent year. There are limited package downgrade options available and no refunds. If Client wishes to move from a higher priced package to a lower priced package it must let the current service level expire then would purchase the lower priced package at the desired service level. If Client wishes to remove additional services from their account, it must let the current additional services expire first then repurchase any desired additional services. Refunds are not permissible. 12. CANCELLATION OF ACCOUNT Client is solely responsible for properly canceling its account. An email or phone request to cancel its account is not entertained and not considered cancellation. Client can cancel its account at any time by sending a written notice (a physical letter from competent authority or an e-mail from the registered user) to Posidex. All of Client's content will be immediately be inaccessible from the Service upon cancellation. Within 7 days, all this content will be permanently deleted from all backups and logs. This information cannot be recovered once it has been permanently deleted. Posidex, in its sole discretion, in advance notice has the right to suspend or terminate Client's account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of Client's Account or access to its Account, and the forfeiture and relinquishment of all content in its account. Posidex reserves the right to refuse service to anyone for any reason at any time. 13. ABUSE OF FEATURES The features made available through the Entitymatch.com service are intended for the normal use of the software. Abuse of features may result in a ban or removal of Service. In extreme cases, Posidex reserves the right to temporarily suspend Client's account if Client's usage significantly exceeds the average usage of other Service customers and/or there's a danger that its usage of the Services is causing disruption to other users. Posidex shall always attempt to reach out to Client before taking any action except in rare cases where the level of use may negatively, immediately impact the performance of the Service for other customers. 14. NO RESELLING OR USE OUTSIDE OF PERMITTED TERMS Other than using the Services as permitted under the terms and conditions of this Agreement or other written agreements between Client and Posidex, Client is not permitted to resell, distribute, make any commercial use of, or use on a time-share or service bureau basis. 15. USE OF THIRD PARTY APPLICATIONS AND API ACCESS If Client elects to utilize any third-party application in connection with its use of the Service, by doing so Client is consenting to its content being shared with such third-party application. To understand how such third-party application provider utilizes Client's content and other information, Client should review its privacy policy. Client expressly understands and agrees that Posidex shall not be liable for any damages or losses resulting from Client's use of the API or third-party products that access data via the API. 16. PROPRIETARY RIGHTS Posidex and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks and service marks associated or displayed with the Services. Client will not remove, deface or obscure any of Posidex's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services. Client should not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Services. 17. WARRANTIES MADE BY POSIDEX Posidex warrants that it has the legal power and authority to enter into this Agreement. Posidex further warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the then current documentation provided by Posidex in connection with the Service under normal use and circumstances. Client's exclusive remedy and Posidex's sole and exclusive liability for a breach of this warranty shall be for Posidex to re-perform any non-conforming Service brought to its attention within 7 (seven) calendar days after the non-conforming Service is performed. Notwithstanding anything provided above, Posidex makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. Posidex does not represent or warrant that (a) the use of the Entitymatch.com service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet Client's requirements or expectations, (c) any stored data will be accurate or reliable, (d) errors or defects will be corrected, or (e) the service or the server(s) that make the Entitymatch.com service available are free of viruses or other harmful components. Except to the extent prohibited by applicable law, Posidex disclaims all warranties not expressly set forth in this agreement, including, without limitation, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. Posidex is not responsible for any service interruptions, including, without limitation, power outages, system failures or other interruptions. No advice or information obtained by Client from Posidex by or through the service shall create any warranty not expressly stated in this Agreement. 18. SURVIVAL Provisions herein which by their nature extend beyond the termination of any license of the Service shall remain in effect until fulfilled. 19. RELATIONSHIP No joint venture, partnership, employment, or agency relationship exists between Client and Posidex as a result of this Agreement or Client's use of the Service. 20. LIMITATION OF LIABILITY Posidex assumes no liability for (i) infringements arising from combinations of the service with non-Posidex software or hardware products, (ii) modifications to the Entitymatch.com service made by any party other than Posidex or Posidex's authorized representatives, or (iii) trademark infringements involving any marking or branding not applied by Posidex. 21. 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. Neither Party's liability with respect to any single incident arising out of or related to this agreement will exceed the amount paid by customer hereunder in the 12 (twelve) months preceding the incident, provided that in no event will either party's aggregate liability arising out of or related to this agreement exceed the total amount paid by customer hereunder. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. 22. INDEMNIFICATION Client will defend Posidex against any claim, demand, suit or proceeding made or brought against Posidex by a third party alleging that its data, or Client's use of any service or content in breach of this agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "claim against posidex"), and will indemnify Posidex from any damages, attorney fees and costs finally awarded against Posidex as a result of, or for any amounts paid by Posidex under a court-approved settlement of, a claim against Posidex, provided Posidex (a) promptly give Client written notice of the claim against Posidex, (b) give Client sole control of the defense and settlement of the claim against Posidex (except that Client may not settle any claim against Posidex unless it unconditionally releases Posidex of all liability), and (c) give Client all reasonable assistance, at its expense. 23. AMENDMENT This agreement may only be modified by a written agreement signed by duly authorized representatives of Client and Posidex. 24. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. 25. WAIVER Posidex's failure to enforce any right or provision in this agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Posidex in writing. 26. ASSIGNMENT This agreement may not be assigned by Client without Posidex's prior written approval but may be assigned without Client's consent by Posidex to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 27. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement will be governed by the laws of India, without regard to its conflict of laws principles. Any dispute which may arise between the Parties out of or in relation to or in connection with this Agreement, shall first be resolved by amicable negotiations within 7 (seven) days of the commencement of discussions, (i.e., on either of the Parties informing the other about such dispute, controversy or differences) failing which the matter shall be referred to a sole arbitrator as per the Indian Arbitration and Conciliation Act, 1996 or any statutory modification or reenactment thereof. The venue for the arbitration proceedings shall be Hyderabad. The existence of any dispute shall not release the Parties of their respective obligations under this Agreement. Subject to the provisions for reference to arbitration, the civil courts at Hyderabad shall have exclusive jurisdiction over any proceedings arising out of or in relation to this Agreement.