XPEDIZE MASTER SUBSCRIPTION AND SERVICES AGREEMENT

THIS MASTER SUBSCRIPTION AND SERVICES AGREEMENT GOVERNS THE CUSTOMER’S USE AND AVAILMENT OF SERVICES PROVIDED BY XPEDIZE VENTURES PRIVATE LIMITED (HEREINAFTER “XPEDIZE”). IT CONSTITUTES A BINDING AGREEMENT BETWEEN CLEARTAX AND THE CUSTOMER.

BY (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR (2) CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR (3) USING THE SERVICES, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT AVAIL THE SERVICES.

1. DEFINITIONS

1.1. “Affiliate” shall mean, in relation to any person:
i. if that person is an individual, any person who is a relative of such person; and
ii. if that person (the “Subject Person”) is other than a natural person, any other person that, either directly or indirectly through one or more intermediate persons, controls, is controlled by or is under common control with the Subject Person. “Control” means the power to direct the management or policies of a person directly or indirectly, whether through the ownership of over fifty percent (50%) of the voting power of such person, or through the power to appoint over half of the members of the board of directors or similar governing body of such person or through any other arrangements.And the words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.

1.2. “Agreement” means this Master Subscription and Services Agreement, addenda, Order Form, exhibits and supplements thereto.

1.3. “Anti-Bribery Law” means the Indian Prevention of Corruption Act 1988 (“PCA”), the US Foreign Corrupt Practices Act of 1977 (“FCPA”) and the UK Bribery Act 2010 (“UKBA”), and shall include any Applicable Laws that relate to the bribery or corruption, in each case as amended, re-enacted or replaced from time to time.

1.4. “Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to a party or subject matter in question.

1.5. “Associated Person” means a Person (including any director, officer, employee, agent or other intermediary) who performs services for or on behalf of that Person or who holds shares of capital stock, partnership interests, limited liability company membership interests and units, shares, interest and other participations in that Person (in each case when performing such services or acting in such capacity).

1.6. “Customer Data” means any content, materials, documents, data and information submitted by or for the Customer including any data generated, derived, processed, stored or transmitted thereof.

1.7. “Customer means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates). It includes users of the Services.

1.8. “Money Laundering Laws” means the Indian Prevention of Money Laundering Act, 2002 and all applicable anti-money laundering statutes of all jurisdictions, including, without limitation, Indian and U.S. anti-money laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency.

1.9. “OFAC” means the Office of Foreign Assets Control of the Department of the Treasury of the United States of America. 

1.10. “OFAC Regulations” rules, regulations, guidelines of the OFAC. 

1.11. Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Customer and Xpedize, including any addenda, exhibits and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.12. “Party” means either Xpedize and the Customer, as the context may require, and the term “Parties” collectively refers to Xpedize and the Customer.

1.13. “Services” means the clear identity APIs services and/or invoice discounting solution (as the case may be) to be provided by Xpedize to the Customer which is more particularly detailed in Order Form.

1.14. “Vendor Data” means any content, materials, documents, data and information submitted by or for each of the vendors of the Customer including any data generated, derived, processed, stored or transmitted thereof for the provision of the Services. 

2. XPEDIZE’S RESPONSIBILITIES‍

2.1. Provision of Services: Subject to terms of the Agreement and receipt of the applicable charges, Xpedize will provide the Services to the Customer pursuant to the scope of Services set out in the Order Form.

2.2. Protection of Customer Data: Xpedize will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data to prevent unauthorized access to Customer Data.

3. PROVISION OF SERVICES ‍

3.1. Subscriptions: Subject to the terms of the Agreement and payment of charges, Xpedize grants the Customer, a limited, non-exclusive, non-transferable right to access the Services for the term stated in the applicable Order Form.

3.2. Usage Limits: Services are subject to usage limits specified in Order Form. If the Customer exceeds a contractual usage limit or if the Customer uses the Services beyond the term of the Order Form or this agreement, the Customer will execute an amendment for additional quantities of the applicable Services promptly upon Xpedize’s request, and/or pay additional amounts for excess usage in accordance with the “Invoicing and Payment” section below. 

3.3. Customer Responsibilities: The Customer shall  (a) be responsible for compliance with the Agreement, (b) be responsible for the accuracy and legality of the Customer Data, the means by which the Customer acquired the Customer Data, the Customer’s use of the Customer Data and Vendor Data (if being provided) with the Services, (c) prevent unauthorized access to or use of  Services and notify Xpedize promptly of any such unauthorized access or use and (d) be responsible for all activities that occur under its usernames, passwords or accounts or as a result of the Customer’s access to the Services and agrees that Xpedize is not responsible for any harm caused by users, including individuals who were not authorized to have access to the Services but who were able to gain access from the Customer’s user credentials.

3.4. Integration Services for Invoice Discounting Platform‍

3.4.1. Integration Development Plan: In the event the Customer avails integration development services, then the Customer acknowledges and agrees it shall, within  a period of eight (8) business days from the date of execution of this Agreement, provide all the requirements sought by Xpedize (including but not limited to access to Customer’s information technology systems for availing the integration services) to initiate integration development; failing which, Xpedize shall charge an additional amount of INR 10,000 per day for every additional day of delay, until the date of acceptance of the integration development plan.

3.4.2. User Acceptance Testing: Upon completion of the integration development as agreed in the integration development plan, Xpedize shall deliver integration development to the Customer for user acceptance testing along with the FUT document (capturing standard test case scenarios). The Customer shall complete the user acceptance testing within a period of seven (7) business days of submission of the integration development plan as set out in Clause 3.4.1 and notify Xpedize of (i) its acceptance or (ii) any changes required in the integration development, failing which the integration development delivered by Xpedize shall be deemed accepted. In the event the Customer fails to conduct user acceptance testing within such period Xpedize may, in its sole discretion, charge an additional amount of INR 10,000 per day for every additional day of delay, until the date of completion of user acceptance testing.

3.4.3 Any request for changes post-delivery of the integration development must be in writing and shall set out in sufficient detail that the change requested is within the scope of services set out in the applicable Order Form and is in accordance with the agreed integration development plan. Xpedize shall then use commercially reasonable efforts to perform the changes requested to the extent feasible in Xpedize’s sole discretion and reissue the integration development to the Customer.

3.4.4 The integration development shall be deemed accepted and the Customer shall be deemed liable to make all outstanding payments as agreed in the Order Form upon (i) delivery of the integration development by Xpedize; (ii) failure of the Customer to conduct user acceptance testing; (iii) failure of the Customer to notify Xpedize of the changes requested in sufficient detail within fourteen (14) days of submission of integration development or within seven (7) days of the submission of the changes requested, as the case may be.

3.4.5. Any changes subsequent to the acceptance or deemed acceptance of the integration development, requested by the Customer may be carried out by Xpedize at its sole and absolute discretion and at additional costs as notified by Xpedize.

3.4.6. Notwithstanding anything to the contrary, the Customer agrees that any request for integration development which is not stipulated in the Order Form, shall be requests for enhancement of the scope of services and such additional integration development may be provided by Xpedize, at its sole and absolute discretion and at additional cost as notified by Xpedize.

3.4.7. This clause 3.4 shall be applicable only in case if the integration services are being provided by Xpedize.

3.5. Usage Restrictions: The Customer shall not (a) make any Service available to anyone other than the Customer or its authorised users, or use any Service for the benefit of anyone other than the Customer or its Affiliates, unless expressly stated otherwise in the Order Form, (b) sell, resell, rent, license, sublicense, distribute, make available, any Service, or include any Service in a service bureau or outsourcing offering, (c) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein,(d) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Xpedize intellectual property except as permitted under the Agreement, (e) modify, copy, or create derivative works based on a  Service or any part, feature, function or user interface thereof, (f) disassemble, reverse engineer, reproduce, distribute, republish or decompile a Subscription Service. 

3.6. The Customer’s use of Services shall be subject to terms and conditions of use and privacy policy as updated from time to time by Xpedize. 

3.7. The timelines for the provision of the Services, if any, shall be as specifically set out in Order Form. Unless the timelines are expressly agreed in the Order Form, Xpedize shall not be under an obligation to adhere to any specific timelines for provision of Services. Under no circumstance the Customer shall claim for a refund of the charges or seek a waiver of its payment obligations on account of delay in provision of Services. 

3.8. The Customer acknowledges and agrees that the integration consultation services shall be provided by Xpedize for a fixed period of thirty (30) days commencing from the date of execution of the Agreement unless agreed otherwise in the Order Form. Xpedize shall charge an additional amount of INR 10,000 per day, in the event the integration consultation exceeds the thirty (30) days period. The integration consultation service shall be deemed completed upon expiry of thirty (30) days unless agreed otherwise in the Order Form. This clause shall be applicable only in case if the integration consultation services are being provided by Xpedize.

4. RIGHTS AND OBLIGATION OF THE CUSTOMER

‍4.1. The Customer agrees to comply with its obligations as set out in the Agreement, including the customer dependencies referred to in the Agreement and the following general obligations to: (a) provide with such information, co-operation, assistance, facilities, networks, or systems and resources as may be required to perform the Services; (b) act reasonably and in good faith in connection with the Agreement and provide prompt attention to any matter raised by Xpedize relating to Customer’s obligations and/or the performance of the Services; (c) be responsible for its commercial decisions and to take into account any restrictions on the scope of Services work and all other factors of which the Customer and its other advisers are, or should be, aware; (d) implement reasonable and appropriate business continuity and disaster recovery measures to mitigate against any reasonably foreseeable risks; (e) ensure that all equipment and software that it makes available or provides will be free of computer viruses, spyware and other malware and will comply with their specifications; (f) maintain and be responsible for its own data and software back-up and associated restoration measures; (g) retain risk in, and title to, any hardware, software and other materials that Customer provides or makes available; (h) ensure that Xpedize, its personnel and its third party service providers, have all necessary rights and permissions to use any hardware, software and other materials provided or to be provided by the Customer for the purposes of the Agreement; and (i) obtain prior written consent before sharing any Customer Data and Vendor Data, if being shared.

4.2. Xpedize’s ability to perform its obligations is dependent on Customer fulfilling its obligations and, on any assumptions, set out in the Agreement or communicated by the Customer, being correct. To the extent that Customer does not fulfil its obligations under the Agreement or the agreed assumptions are, or become incorrect, then (without prejudice to our rights and remedies): (a) Xpedize shall be entitled to charge the Customer for its resources assigned to performing the Services even if not utilized, together with any additional charges which Xpedize incurs; (b) Xpedize may, at its sole and absolute discretion change the specification or scope of the Services or any agreed milestone dates and timetables; (c) Xpedize may revise the charges and the Customer agrees to accept changes to them; and (d) Xpedize shall be  relieved of its obligations to the extent that it is prevented from fulfilling them in accordance with the Agreement.

5. CHARGES AND PAYMENT‍

5.1. Charges: The Customer shall pay the charges specified in Order Form. Except as otherwise specified herein or in an Order Form, (a) charges are based on the Services and on actual usage, unless specified otherwise in the Order Form and (b) payment obligations are non- cancellable, and charges paid are non-refundable. 

5.2. Invoicing and Payment:  All charges will be invoiced in advance and are payable within seven (7) days from the invoice date. The Customer shall be responsible for providing complete and accurate billing and contact information to Xpedize and notifying Xpedize of any changes to such information.

5.3. Unless otherwise stated in the Order Form, all invoices will be sent via email to the Customer’s email address registered with Xpedize. 

5.4. Notwithstanding anything to the contrary, the Customer agrees that it shall not withhold any payments to be made to Xpedize or seek a waiver of its payment obligations, for any reason whatsoever.  

5.5. If any invoiced amount is not received by Xpedize within the due date, then without limiting Xpedize’s rights or remedies, Xpedize may levy interest at the rate of 2% of the outstanding balance per month.  

5.6. Suspension of Service: If any invoiced amount owed by the Customer under this or any other agreement between the Parties (including a Party’s Affiliate) is thirty (30) days or more overdue, Xpedize may, suspend Services until such amounts are paid in full, provided that, Xpedize will give the Customer at least ten (10) days prior notice that its account is overdue before suspending services to the Customer.

5.7. Taxes:  Xpedize’s charges do not include any taxes. The Customer shall be responsible for paying all taxes associated with its purchases hereunder.

6. PROPRIETARY RIGHTS 

6.1. The Customer owns all of Customer’s Data and all intellectual property related to Customer’s Data. Notwithstanding anything to the contrary contained herein, the Customer during the term of the Agreement hereby agrees, covenants, consents and grants Xpedize, its Affiliates, and its third-party service providers, all the rights to host, use, process, analyse, derive, store, display and transmit Customer Data and Vendor Data, if being shared for providing the Services in accordance with the Agreement and to retain Customer Data and Vendor Data in combination with other Xpedize customers’ data. 

6.2. Subject to the limited rights expressly granted hereunder, Xpedize shall retain all right, title and interest in and to the Services and all technology utilized by Xpedize to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing including any updates, upgrades, enhancements,  modifications or improvements made to, or derivatives of, the Services. If the Customer provides Xpedize with any feedback regarding any Services, Xpedize may use all such feedback and Customer Data without restriction to improve its Services. No rights are granted to the Customer hereunder other than as expressly set forth herein.

6.3. Use of Customer materials: The Customer hereby grants the right to Xpedize, its personnel and its third party service providers to use any documentation or materials including systems, methodologies, tools, software, reports, correspondence and advice supplied or made available by or on behalf of the Customer.

‍6.4. Third party items: Where the Customer is responsible for providing third party items including software or hardware, the Customer shall obtain all necessary licenses and consents for the Customer, Xpedize, its personnel and its third party service provider to use such items for the purposes of the Agreement.

6.5. Know how: Notwithstanding anything to the contrary, Xpedize retains the right to use all know- how and residual knowledge obtained in connection with the Services and nothing in the Agreement shall prevent Xpedize from using any know-how, methodologies, ideas or concepts acquired before or during the performance of the Services, for any purpose. 

7. CONFIDENTIALITY

‍The Parties shall endeavour to protect Confidential Information. In the context of the relationship under the Agreement, each Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”) certain confidential information that has been marked “confidential” or with words of similar meaning, at the time of disclosure by such Party (“Confidential Information”). Either Party’s Confidential Information shall deem to include, without limitation, the pricing of Services, business proposals, technical documentation, integration methodologies, technical data, methods, processes, know-how and inventions. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1. Each Party represents and warrants that: (a) it is duly organized under Applicable Law and has sufficient authority to enter into the Agreement, (b) the person entering into the Agreement is authorized to sign the Agreement on behalf of such Party, (c) the execution, delivery and performance under the Agreement does not conflict with any contractual obligations such Party has to any third party, or violate or conflict with its organizational or constitutional documents, and  (d) it has obtained required consents and corporate approvals and other consents as required under Applicable Law for the execution and performance of the Agreement have been obtained,  and such approvals, consents continue in force, and (e) it is duly authorised to conduct its business under Applicable Laws.

8.2. The Customer represents and warrants that : (a) all information which has been given by the Customer (including any Customer Data and/or Vendor Data) to Xpedize with respect to the Customer is true, accurate and complete in all respects, the Customer has obtained prior written consent for submitting such data including any Customer Data and/or Vendor Data and the Customer shall provide evidence of having obtained such written consent if requested by Xpedize (b) it shall maintain, all rights, privileges and licenses as required to allow Xpedize, its Affiliates and its third-party service providers to compile, use, store, process, analyse, derive and retain the Customer Data and/or Vendor Data (if being provided), (c) it shall pay the charges set out under the applicable Order Form in a timely manner and in accordance with the terms of the Agreement, (d) it has reviewed the Services of Xpedize and that its purchase and use of the Services shall not be in breach of Applicable Laws, (e) the execution, delivery and performance of the Agreement by the Customer shall not constitute a violation of Applicable Law, and (f) the Customer has not and nor any Associated Persons or former Associated Persons has, directly or indirectly:violated or is in violation of Money Laundering Laws, Anti-Bribery Laws, or  OFAC Regulations and other applicable anti-corruption Laws; ormade, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any (i) executive, official, employee or person acting in an official capacity for or on behalf of a government department, government agency or a government-controlled entity or a public international organization (e.g., the International Monetary Fund or the World Bank), or (ii) political party or official thereof, or candidate for political office (each of the foregoing a “Government Official”), or (iii) any other person, while knowing that all or some portion of the money or value will be offered, given or promised to a government official for the purposes of obtaining or retaining business or securing any improper advantage or in other circumstances when such offer, payment or promise would be unlawful; or been subject to any investigation by any Governmental Authorities or regulators with regard to any actual or alleged breach of any relevant anti-corruption law. Provided that in the case of former Associated Persons such action took place whilst the former Associated Person was an Associated Person.

8.3. To the extent applicable, neither the Customer nor any of its current or former Associated Persons is or has been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Authority or any customer regarding any offence or alleged offence under Anti-Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

8.4. To the extent applicable, the Customer is not (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar list maintained by OFAC or any other U.S. governmental agency pursuant to any authorising statute, executive order or regulation; and (ii) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States.

8.5. To the extent applicable, the Customer has not nor had any affiliate or their respective directors, officers, managers, employees, its independent contractors, representatives or agents violated the provisions of the Anti Bribery Laws or Money Laundering Laws. 

8.6. The Customer represents, covenants and warrants that it shall not provide any data, information or document which pertains to individuals, entities, natural persons or any other data subjects outside the territorial jurisdiction of India to Xpedize. It shall use the Services only within the territory of India and keep all data pertaining to the Services only in servers within India and shall not transfer any tax related data for processing outside India under any circumstances. 

8.7. The Customer further represents and warrants that it shall not intentionally use the Services in connection with activities relating: -to terrorism (example: the end-users documents made available to terrorists or terrorist organizations), purchase of ammunition, corruption (by means of identity theft or for transactions not approved by customers/ end-users), money laundering (by means of identity theft or for transactions not approved by customers/ end-users), financial crime, tax evasion (using the documents of customers/end-users for tax evasion by means of identity theft), breach of customer/end-user’s rights in data (use of data other than for the purpose approved by the customer/end-users or identity theft), fraud (fraudulently using the end-user documents for any the purpose other than the purpose approved by the client or for enrolling the customers/end-users for the products/transactions not approved by the customers/ end-users or for defrauding the end-users/ customers).Customer shall immediately notify Xpedize in writing, no later than 24 hours, from Customer’s knowledge of the breach of this subclause.In case of violation/breach of this warranty by Customer, Xpedize shall be entitled to immediately discontinue/ deactivate the Services immediately and/or terminate the Agreement without requirement of any prior notice.

8.8. Except as expressly provided herein, the Customer accepts the Services “as is” and acknowledges that Xpedize makes no other warranty of any kind whether express, implied, statutory or otherwise, and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose.  

8.9. The Customer acknowledges and agrees that Xpedize does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Xpedize shall not be responsible for any delays, delivery failures, or other damage resulting from such problems. 

8.10. The Parties agree that Xpedize shall not be responsible for any issues related to the performance, operation or security of the Services that arise from Customer’s applications or any third-party applications. Notwithstanding anything contained herein, Parties agree that the Services may contain information and data sourced from third-party service providers and such information and data is the sole responsibility of the Person that makes it available. Xpedize does not make any representation or warranty regarding the reliability, accuracy, completeness, authenticity, merchantability, correctness, or usefulness of the information and data, third-party applications or services, and disclaims all liabilities arising from or related to the information and data, third party applications or services.

8.11. For any breach of the Services, in addition to rights that are available under the law, the Customer’s remedy and Xpedize’s entire liability shall be the correction of the deficient services that caused the breach of warranty, or, if Xpedize cannot substantially correct the deficiency in a commercially reasonable manner, Customer may choose to end the deficient services.

9. INDEMNIFICATION

Notwithstanding anything contained in the Agreement, the Customer shall defend, indemnify and hold harmless Xpedize (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims (including third party claims), demands, costs, losses, liabilities, and  expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) breach or non-compliance of its obligations or representations or warranties; (ii) gross negligence, fraud, wilful misconduct; (iii) any breach of Clause 3.4; or (iv) any violation of Applicable  Laws governing the Services and products solely attributable to the Customer.

10. LIMITATION OF LIABILITY

10.1. In no event, either Party, its directors, officers, employees, affiliates or agents, shall be liable for any consequential, indirect, special, incidental or punitive damages, or any loss of profits, revenue, data, or data use, arising out of, or relating to, the services or the arrangements between the Parties. 

10.2. Notwithstanding anything contained in the Agreement but subject to clause 10.1, the cumulative maximum liability of Xpedize, its directors, officers, employees, affiliates or agents , whether in contract or tort or damages or indemnification claims or negligence, by statute or otherwise, including arising out of the work or deliverables or services covered by this Agreement,  and regardless of the theory of liability, shall be limited to payment of incurred and suffered direct damages only and shall in no event exceed twenty five percent of the charges received by Xpedize, from the Customer. Provided however that in no event any indemnification claim shall be made against Xpedize after 12 months from the expiration or termination of the Agreement, whichever is earlier.

11. TERM AND TERMINATION‍

11.1. Term: This agreement commences on the date set out in the Order Form, and shall remain in force until such time an Order Form is subsisting between the Parties or all the Services hereunder have expired or the Services have been rendered under the Order Form. This agreement shall govern all Order Forms executed between the Parties. The term of each subscription will renew as per the Order Form executed between the Parties. The renewal of the Services shall be per the Order Form.

11.2. Termination: Xpedize may terminate this agreement (a) if the Customer commits a breach of any of the terms and conditions of this agreement, which if capable of cure or remedy, is not cured or remedied by the Customer, within a period of thirty (30) days from the date of issue of notice by Xpedize informing the Customer of such breach, or (b) by providing thirty (30) days prior written notice to the Customer in the event of non-payment of an invoiced amount within the applicable due date which shall constitute a material breach of this agreement. Additionally, Xpedize may terminate this agreement forthwith in the event (a) Xpedize or the Customer is restricted, prohibited or constrained under Applicable Law from continuing to provide or avail Services respectively, under this agreement, (b) the Customer acts in violation of Applicable Law, (c) the Customer is adjudicated bankrupt, or if a receiver or a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) days, or liquidation proceedings are initiated either voluntarily or compulsorily against the Customer.

11.3. Effects of Termination: Upon any termination or expiration of this agreement, Xpedize will cease to provide the Services and all outstanding charges due under an Order Form shall be required to be paid immediately. All charges due under the Order Form are non-cancellable and non-refundable.  

11.4. Customer agrees and consents that Xpedize may refer to it as a customer of Xpedize in its communications and marketing materials, including by displaying the Customer’s name and logo on Xpedize’s website and other marketing materials.

12. GENERAL PROVISIONS

12.1. Xpedize may use third-party service providers, including application service providers, hosting service providers and system integrators for rendering Services. 

12.2. A Party shall be excused from performance hereunder of its obligations (excluding any payment obligation), without any liability, to the extent that performance is prevented, delayed or obstructed by circumstances beyond its reasonable control. Such circumstances may be including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure, delay, denial of service attack, a virus attack on a Party’s system leading to disruption, emergency maintenance upgrades or government restrictions (including the denial or cancellation of any licenses), 

12.3. Xpedize  shall have no responsibility or liability in relation to failure of any activity, if such activity may have been initiated by Xpedize, any third party or by the Customer itself, and that has failed or delayed on account of any act or omission of the financial institutions, banks, non-banking financial companies, trade receivables discounting system platform (“TReDS Platform”), the process of authentication and acceptance of  data by such third parties, including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, TReDS Platform failure, possible down time at TReDS Platform or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement. This clause will be applicable only if the invoice discounting platform is being utilised by the Customer otherwise, this clause shall not be applicable to the Parties.

12.4. The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert, hire, retain (including as a consultant) any employee, officer, agent, director, contractor, business partner or such other persons of Xpedize (“Xpedize Personnel”) or any former Xpedize Personnel engaged with Xpedize in the preceding twelve months. 

12.5. The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert any customer of Xpedize, for provision of services which are same, similar or competes with (whole or in part), the Services. 

12.6. Planned Downtime: Xpedize may shut down the Services to perform planned maintenance or to upgrade the Services. To the extent possible and reasonable, Xpedize shall provide at least 24 hours of notice for such downtime. For the avoidance of doubt, planned downtime will exclude any emergency maintenance undertaken by Xpedize which shall be endeavoured to be undertaken during the non-business hours during weekends.

12.7. Entire Agreement and Order of Precedence:  This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersedes and prevails over any and all other agreements between the Parties including any Customer's vendor registration form, policies, code of conducts, guidelines, whether written or oral, whether executed prior to or subsequent to this agreement and/or Order Form, whether or not contrary to this agreement and/or Order Form, regarding the subject matter hereof. For clarity, the provisions of this agreement supersedes and prevails over any earlier or incidental or any subsequent non-disclosure or confidentiality agreements, purchase orders, Customer's vendor registration form, policies, code of conducts, guidelines or any other Customer documentation (excluding Order Form). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this agreement and (3) Terms of Use and Privacy Policy.

12.8. Relationship: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

12.9. Waiver: No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.

12.10. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.11. Assignment: The Customer shall not assign any of its rights and obligations under the Agreement without the prior written consent of Xpedize. Xpedize may assign or novate any or all of its rights and obligations under the Agreement or any part thereof including but not limited to the right to payments, to any of its Affiliates and successors in order to exercise any of the rights or perform any of the obligations under the Agreement.

12.12. Governing Law and Jurisdiction: The Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The courts, tribunals, councils, forums and other dispute resolution bodies at New Delhi, India shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with the Agreement.Notice: The Customer shall direct notices under the Agreement to the following address. Attn: Legal Department, Xpedize Ventures Private LimitedAddress: AltF JMD Empire Square, 4th Floor, MG Road, Sikanderpur Ghosi, Sector 28-Gurugram, Haryana-122002CCLegal Department, Defmacro Software Private Limited, Corporate Office: 23, 24 AMR Tech Park, Block 1, First Floor, Hosur Main Road, Hongasandra, Bangalore, Karnataka, India PIN- 560068Email: legal@clear.in, compliance@clear.in.

12.13. Survival: Unless otherwise provided for, Clause 1 (Definitions), Clause 5 (Charges and Payment), Clause 6 (Proprietary Rights), Clause 8 (Representations, Warranties and Disclaimers), Clause 9 (Indemnification), Clause 10 (Limitation of Liability), Clause 11 (Term and Termination) and 12 (General Provisions) shall survive termination or expiration of the Agreement.