TERMS AND CONDITIONS 1. DEFINITION 1.1 "Agreement" means a legal agreement between you as an individual, firm, association of persons, company or legal entity (hereinafter referred to as “You/Your/User”) and TRaiCE Inc, a Delaware company, having its registered office at 417 Birmingham Lane, Schaumburg, IL 60193, USA (hereinafter referred to as "TRaiCE/We/Us/Our") with the terms of use described in this Agreement and terms set in TRaiCE’s Privacy Policy for the use of TRaiCE Software (as defined in this Agreement) and TRaiCE Services (as defined in this Agreement) supplied with this Agreement. 1.2 “Free User” means any User of TRaiCE Software and/or TRaiCE Services who chooses to avail limited functionality of TRaiCE Software and TRaiCE Services without the payment of Subscription Charges. The scope of TRaiCE Software functionality and TRaiCE Services offered to Free Users is decided at the sole discretion of TRaiCE and is subject to change anytime. 1.3 “Limited Period” means a period of limited days during which You/User can have access to functionality of TRaiCE Software and TRaiCE Services enabled for the version of TRaiCE Software subscribed to by You/User, conditioned on the payment of Subscription Charges by You/User for the duration of the Limited Period as per TRaiCE’s pricing policies. 1.4 “TRaiCE Services” means the services covered under this Agreement that TRaiCE makes available to Users. TRaiCE Services may include: • Custom implementation of TRaiCE Software • Integration of TRaiCE APIs to Your/User’s Internal Software or Applications 1.5 "TRaiCE Software" shall include any version of TRaiCE’s Web Application, as well as any version of TRaiCE’s Mobile Applications, including documentation & user manuals that may be supplied to You/User along with this Agreement. TRaiCE Software also includes any free or paid ancillary software products provided to You/User by TRaiCE, updates, upgrades, bug fixes and enhancements to such software products which TRaiCE, in its sole discretion, may choose to provide to You/User. 1.6 “TRaiCE Website” refers to any website that falls under a domain under the ownership of TRaiCE including https://www.traice.io 1.7 “Paid User” means any User of TRaiCE Software and/or TRaiCE Services who pays the required Subscription Charges associated with TRaiCE Software to avail functionality of TRaiCE Software and TRaiCE Services enabled for the version of TRaiCE Software subscribed to, for a Limited Period as per the TRaiCE pricing policy. The scope of TRaiCE Software functionality and TRaiCE Services offered to Paid Users is decided at the sole discretion of TRaiCE and is subject to change anytime. 1.8 “Subscription Charges” means payments to TRaiCE mandated as per TRaiCE’s pricing policies which may be revised at the sole discretion of TRaiCE from time to time and will be made available on TRaiCE’s website https://www.traice.io 1.9 “Third Party &/or Open-Source Software” means Intellectual Property not owned by TRaiCE which may be used by You/User or TRaiCE for the purpose of integrating TRaiCE Software and/or Services on Users’ Computers/Devices. 1.10 “Users” is a collective term used to refer to all Free Users and Paid Users of TRaiCE Software and TRaiCE Services. 1.11 “You/User” refers to you as an individual, firm, association of persons, company or any legal entity that chooses to use TRaiCE Software and/or TRaiCE Services by any of the following means: • Creating an account with TRaiCE online with a unique email ID/username and password to get access to any version of TRaiCE’s Web Application as well as any version of TRaiCE’s Mobile Applications 2. USE OF TRAICE SOFTWARE AND TRAICE SERVICES After Your/User’s acceptance of this Agreement, You/User will have certain rights to use TRaiCE Software as well as TRaiCE Services as described below: A. Free User: If You/User is a Free User, TRaiCE hereby grants You/User a non-exclusive, non-assignable, revocable limited license to use TRaiCE Software as well as TRaiCE Services on the terms set forth in this Agreement. Free Users will have access to limited functionality of TRaiCE Software and TRaiCE Services. B. Paid User: If You/User is a Paid User, TRaiCE hereby grants You/User a non-exclusive, non-assignable, revocable limited license to use TRaiCE Software as well TRaiCE Services during the period for which the Subscription Charges, as listed on TRaiCE website https://www.traice.io/, are paid by the Paid User. Paid Users will have access to functionality of TRaiCE Software and TRaiCE Services enabled for the version of such TRaiCE Software subscribed to, during the Limited Period. You/User is bound by the terms of the Privacy Policy while using TRaiCE Software, availing TRaiCE Services and/or visiting/viewing TRaiCE Website. 3. PAYMENT OF CHARGES 3.1 You/User has the option of subscribing to TRaiCE Software by filling in all required User details, and paying the Subscription Charges offline as per TRaiCE’s Pricing policies, detailed on TRaiCE’s website https://www.traice.io. 3.2 TRaiCE at its sole discretion may change the pricing, scope of TRaiCE Software functionality and scope of TRaiCE Services for any of its subscription plans at any time, and You/User shall be bound to observe and comply with such changes. Information will likely be updated on TRaiCE Website when We makes such changes. 3.3 All payments due to TRaiCE under this Agreement shall be made in full, without deduction for any reason. We shall not refund any amount once payment is made for TRaiCE Software and/or TRaiCE Services. 4. USER OBLIGATIONS 4.1 During the term of this Agreement, You/User shall not copy any documentation which accompanies TRaiCE Software or is generated by TRaiCE Software. 4.2 You/User shall not sublicense, rent, sell or lease any portion of TRaiCE Software or otherwise provide TRaiCE Software to a third party 4.3 You/User will not, and will not allow third parties under Your/User’s control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of TRaiCE Software, (b) sublicense, resell, or distribute any or all of the TRaiCE Software or TRaiCE Services separate from any integrated Application; (c) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access TRaiCE Services in a manner intended to avoid incurring necessary Subscription Charges or exceed usage limits or quotas; (d) process or store any data that is illegal/unauthorized/against any law for the time being in force. 4.4 You/User may not compile or use TRaiCE Software and associated TRaiCE Services for purposes of direct marketing, spamming, unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities, including, without limitation, posting/transmitting any advertisements, solicitations, chain letters, investment opportunities, other schemes or unsolicited commercial communication or engaging in any activities that violate anti-spamming regulations. 4.5 You/User may not post/transmit any information which contains a virus, Trojan horse, worm or other harmful component. 4.6 You/User may not post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation content that promotes or would result in criminal offense, give rise to civil liability, or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations. You will not post or transmit any content that would impersonate someone else or falsely represent your identity or qualifications, or that would cause a breach of any individual's privacy 4.7 You/User may not remove, obscure, or alter any notice of any Trademark, Copyright or other Intellectual Property or proprietary right designation appearing on or contained within TRaiCE Services or on TRaiCE Software. 4.8 You/User may not intentionally (a) violate the laws, rules, and regulations of the US Securities and Exchange Commission (SEC) and other national or other securities exchanges (b) host, display, upload, modify, publish, transmit, store, update or share any information that, (i) belongs to another person and to which the user does not have any right; (ii) is defamatory, obscene, pornographic, paedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force; (iii) is harmful to child; (iv) infringes any patent, trademark, copyright or other proprietary rights; (v) violates any law for the time being in force; (vi) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact; (vii) impersonates another person; (viii) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation; (ix) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; (x) is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person. 5. PAID USER COVENANTS 5.1 You/User acknowledge that the TRaiCE Software and TRaiCE Services are licensed and not sold. So long as you comply with the terms of this Agreement and any other applicable terms and conditions, you are granted a non-exclusive, non-assignable, revocable, limited license to use the TRaiCE Software and TRaiCE Services during the subscription term. 5.2 You/User agree to provide, maintain and update Your true, accurate, current, and complete information as prompted by the registration form during subscription. If any information provided by You/User is untrue, inaccurate, not current, or incomplete, TRaiCE may suspend or terminate Your account and refuse access to the TRaiCE Software and TRaiCE Services. 5.3 You/User agree to follow any password security guidelines established by TRaiCE. You/User agree that TRaiCE is not responsible for the security of Your log-in credentials or any unauthorized access to Your Account. 5.4 You/User agree that TRaiCE is not responsible for any loss of content/data/information that has been obtained from the use of TRaiCE Software or TRaiCE Services such as calculations, reports and files. 5.5 You/User agree to grant Us/Our suppliers and each of our affiliate permission to collect, store, process, receive, send, alter and create new information based on Your content and other information for enhancing productivity and user experience of TRaiCE Software and TRaiCE Services. You/User agree that We may disclose such information acquired in this manner if necessary to satisfy Our legal obligations, to protect us, to prevent harm or fraud against other users or third parties. 6. INTELLECTUAL PROPERTY 6.1 You/User acknowledges and agrees that TRaiCE shall retain on behalf of itself and its licensors all rights, titles and interest to TRaiCE Software, including but not limited to any and all copyrights, patents, trademarks, trade secrets, feedback provided by You/User and all other intellectual property rights, and You/User acquires no rights of any nature to any intellectual property rights or other rights in TRaiCE Software. 6.2 TRaiCE acknowledges that it may use Third Party and/or Open-Source Software for the purpose of this Agreement. TRaiCE makes no claims on the Intellectual Property of the Third Party and/or Open-Source Software. We will at all times give credit to any Third Party and/or Open-Source Software used by Us for the purpose of this Agreement. 6.3 For installation and use of TRaiCE Software, You/User may require Third Party and/or Open-Source Software, which are redistributed/bundled along with TRaiCE Software. You/User cannot modify, translate, reverse engineer, decompile, disassemble or create derivative works based on TRaiCE Software and associated TRaiCE Services or any such Third Party and/or Open-Source Software. You/User cannot rent, lease, or otherwise transfer rights to any third party or remove any proprietary notices or labels on or in TRaiCE Software, associated TRaiCE Services or any Third Party and/or Open-Source Software. 7. THIRD PARTY WEBSITES 7.1 You/User acknowledges that there may be links to third-party websites in TRaiCE Software, TRaiCE Services or TRaiCE Website that may allow You/User to leave TRaiCE Software, TRaiCE Services or TRaiCE Website. The linked websites of third parties are provided solely as a convenience and do not constitute an endorsement or recommendation of any kind. TRaiCE has neither reviewed, nor approved these websites and is not responsible for the contents or omissions of any linked website or any links contained in a linked website. Any content you post or upload to such third-party websites are subject to the terms of use and privacy policies of those third-party websites. 8. PERSONAL INFORMATION 8.1 The Privacy Policy defines the scope for the sharing of Personal Information of Users. In accordance with the same, TRaiCE will not disclose Personal Information outside of the scope of what is defined in the Privacy Policy. Notwithstanding any provision to the contrary in this Agreement, TRaiCE may also disclose Personal Information to the extent required by any applicable legal process. 9. INFORMATION DISCLAIMER 9.1 You/User acknowledges that the information provided through the use of TRaiCE Software and TRaiCE Services is compiled from sources that are beyond the control of TRaiCE. Though such information is recognized by You/User and TRaiCE to be generally reliable, You/User acknowledges that inaccuracies may occur and TRaiCE does not warrant the accuracy or suitability of the information. 9.2 For the reason stated above as well as the possibility of human and mechanical errors and other factors, TRaiCE expressly disclaims any and all warranties, whether expressed, oral, implied, statutory or otherwise, of any kind to Users and/or any third party, including any implied warranties of accuracy, timeliness, completeness, merchantability and fitness for a particular purpose, transmission of data, as well as any warranties arising by virtue of custom of trade or course of dealing and any implied warranties of title or non-infringement. 9.3 You/User acknowledges that TRaiCE is not liable for any losses that the You/User may have experienced on account of any action that You/user had undertaken relying solely on information provided through TRaiCE Software, TRaiCE Services and/or TRaiCE Website. 9.4 In addition, TRaiCE, in providing information to Users or third parties makes no endorsement of any particular security, market participant, financial instrument or brokerage in any jurisdiction. Further, TRaiCE does not represent or warrant that it will meet Your/User’s requirements or is suitable for Your/User’s needs. 10. LIABILITIES & DISCLAIMERS 10.1 TRaiCE does not give legal, financial, accounting, tax, investment, healthcare, real estate, or other professional services or advice. You/User agree that all information is provided solely as a convenience and for informational purposes. You/User agree to seek the services of a competent professional when you need such advice, and You/User will not rely on the information provided by TRaiCE to undertake any material transaction or decision. 10.2 Under this Agreement, You/User assumes all risk of errors and/or omissions out of the control of TRaiCE, including the transmission or translation of information, if any/all documentation or data is lost at any time. You/User assumes full responsibility for implementing sufficient procedures and checks to satisfy Your/User’s requirements for the accuracy, suitability and installation of TRaiCE Software and TRaiCE Services, including any information and for maintaining any means that You/User may require for the reconstruction of lost data or subsequent manipulations or analysis of the information under this Agreement, or for safeguard of Your/User’s personal data. 10.3 You/User expressly agrees that use of TRaiCE Software, TRaiCE Services and TRaiCE Website is at Your/User’s sole risk. The contents, information, software, products, features and services published on or in TRaiCE Software, TRaiCE Services or TRaiCE Website may include inaccuracies or typographical errors. Changes may periodically be added to the contents herein. TRaiCE may make improvements and/or changes in TRaiCE Software, TRaiCE Services or TRaiCE Website at any time. For this reason, TRaiCE Software, TRaiCE Services or TRaiCE Website may temporarily be unavailable from time to time due to required maintenance, telecommunications interruptions, or other disruptions. TRaiCE shall not be liable to You/User or any third party should TRaiCE exercise its right to modify or discontinue any or all of the contents, information, software, products, features and services published on or included as part of TRaiCE Software, TRaiCE Services or TRaiCE Website. 10.4 You/User agrees that TRaiCE (including but not limited to its officers, directors, employees, affiliates, group companies, agents, representatives or subcontractors) shall have no liability in tort, contract, or otherwise to You/User and/or any third party, in any special, incidental or consequential damages arising out of Your/User’s use or inability to use TRaiCE Software and TRaiCE Services for any purpose whatsoever. 10.5 You/User agrees that TRaiCE (including but not limited to its officers, directors, employees, affiliates, group companies, agents, representatives or subcontractors) will not be held liable by You/User for any loss or damages arising from Your/User’s failure to comply with these Terms and Conditions where such failure is due to circumstances beyond TRaiCE’s reasonable control. 11. WARRANTY 11.1 TRaiCE Software and TRaiCE Services are provided to You/User “AS IS”, and TRaiCE disclaims any warranty or liability obligations of any kind to You/User. The entire risk as to the quality and performance of TRaiCE Software and TRaiCE Services is borne by You/User. Should TRaiCE Software or TRaiCE Services prove defective in any respect, You/User and not TRaiCE (or its suppliers) assumes the entire cost of any service and repair. In addition, the security mechanisms implemented by TRaiCE Software and TRaiCE Services have inherent limitations, and You/User must determine that TRaiCE Software and TRaiCE Services sufficiently meet Your/User’s requirements. 11.2 TRaiCE shall have no responsibility for warranty service if a defect in TRaiCE Software or TRaiCE Services is the result of accident, abuse or misuse, or is caused by a modification of TRaiCE Software or TRaiCE Services, or is caused by using any third-party hardware or software, or for failure to use the most current version of TRaiCE Software or TRaiCE Services. 12. INDEMNIFICATION 12.1 You/User agree to indemnify, defend and hold TRaiCE (including but not limited to its officers, directors, employees, affiliates, group companies, agents, representatives or subcontractors) harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim regarding: (i) Your/User’s use of TRaiCE Software and/or TRaiCE Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, and/or applicable law, (ii) Your/User’s upgradation or combination of either TRaiCE Software or TRaiCE Services with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Your/User’s Application and/or Your/User’s Content, (iii) Your/User’s violation of any term or condition of this Agreement or any applicable additional policies, including without limitation, Your/User’s representations and warranties, or (iv) Your/User’s negligence or wilful misconduct or Your/User’s employees’ or personnel’s negligence or wilful misconduct. 12.2 You/User acknowledges that TRaiCE has no liability to indemnify, defend and hold You/User harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses, except wherein TRaiCE deems reasonable and necessary. You/User acknowledges that any such indemnification by TRaiCE will be limited to an amount equivalent to the Your/User’s Subscription Charges for the preceding six (6) months. 13. TERM, TERMINATION AND SUSPENSION 13.1 This Agreement will come into force from the moment You/User becomes a Free User/ becomes a Paid User, whichever comes first, as per the terms set in this Agreement by TRaiCE. This Agreement will remain in effect so long as You/User remains a Free User / remains a Paid User, as per the terms set in this Agreement by TRaiCE. 13.2 TRaiCE may immediately suspend Your/User’s right, license and account to use TRaiCE Software and/or TRaiCE Services, or terminate this Agreement in its entirety (and, accordingly, Your/User’s right to use TRaiCE Software and TRaiCE Services), for cause effective as set forth below: If: (i) You/User uses TRaiCE Software, TRaiCE Services or TRaiCE Website in a way that disrupts or threatens TRaiCE Software, TRaiCE Services or TRaiCE Website; (ii) You/User is in default of Your/User’s payment obligations with respect to the payment of Subscription Charges required by TRaiCE, when applicable; (iii) TRaiCE determines, in its sole reasonable discretion, there is evidence of fraud with respect to Your/User’s TRaiCE account; (iv) You/User uses any of the Intellectual Property of TRaiCE so as to infringe/cause damage to the same; (v) TRaiCE receives notice or otherwise determines, in its sole reasonable discretion, that You/User may be using TRaiCE Software, TRaiCE Services or TRaiCE Website for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; (vi) such other reasons TRaiCE deems fit and reasonable for termination of Agreement or suspension of Your account. 13.3 Upon TRaiCE’s termination of Agreement/suspension of Your/User’s account and use of TRaiCE Software and/or TRaiCE Services, in whole or in part, for any reason, (i) You/User remains liable for all fees, charges and any other obligations that You/User have incurred through the date of suspension with respect to the use of TRaiCE Software and/or TRaiCE Services; and (ii) all of Your/User’s rights with respect to the use of TRaiCE Software and/or TRaiCE Services shall be terminated during the period of termination/suspension (iii) You/User shall immediately return, or if instructed by TRaiCE, destroy all Confidential Information belonging to TRaiCE and any copies of TRaiCE Software and/or TRaiCE Services then in Your/User’s possession. 14. SURVIVAL The following clauses of this Agreement will survive termination of this Agreement/suspension of Your/User’s account with TRaiCE or Your/User’s use of TRaiCE Software and/or TRaiCE Services: ◦ Intellectual Property – clause 6 ◦ Personal Information – clause 8 ◦ Information Disclaimer – clause 9 ◦ Liabilities and Disclaimer – clause 10 ◦ Indemnification – clause 12 ◦ Term, Termination and Suspension – clause 13 ◦ Governing Law for Dispute Resolution – clause 15 15. GOVERNING LAW FOR DISPUTE RESOLUTION 15. 1 For users other than Canada residents, the law of the state of California governs this Agreement. Any dispute or claim relating in any way to the TRaiCE Software or TRaiCE Services or TRaiCE Website or any part of this Agreement will be resolved by binding arbitration, rather than in court, except that You/User may assert claims in Small Claims Court if Your/User’s claims qualify. 15.2 The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any Court of competent jurisdiction. 15.3 Both TRaiCE and You/User agree that any and all disputes must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. 15.4 You/User agree that You and We are both waiving the right to file a lawsuit and the right to a trial by jury. In addition, You and We agree to waive the right to participate in a class action or litigate on a class-wide basis. You/User agree that You have expressly and knowingly waived these rights. 15.5 To begin an arbitration proceeding, You/User may send a letter requesting arbitration and describing your claim to TRaiCE, in care of our registered agent Geetha Ramaswamy. We and You/User will not seek its attorneys' fees or other costs in arbitration unless the arbitrator determines that the claims or defenses of a party are frivolous. You/User may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where You/User live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This section shall survive expiration, termination or rescission of this Agreement. 16. GENERAL 16.1 This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. 16.2 If any part of this Agreement is found to be invalid the remainder will be enforced to the maximum possible extent. 16.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply. 16.4 You cannot assign or transfer this Agreement without our written approval, but we may assign or transfer it without your consent to: (a) an affiliate, (b) another company through a sale of assets or ownership shares, or (c) a successor by merger, acquisition, or divestiture.