BAHWAN CYBERTEK PRIVATE LIMITED RT360 CLOUD Subscription (SaaS) - END USER LICENSE AGREEMENT THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN the "Licensee" or “End-Customer”, AND BAHWAN CYBERTEK PRIVATE LIMITED ("BCT" or "Licensor"). THIS AGREEMENT DOES NOT SUPERSEDE ANY OTHER WRITTEN AGREEMENT BETWEEN End-Customer, AND BCT OR ITS SUPPLIERS OR PARTNERS. USE OF RT360 CLOUD Subscription (SaaS) PERMISSIBLE ONLY UNDER LICENSE FROM BCT. DEFINITIONS. a. “Documentation” includes but is not limited to BCT’s current user manuals and installation guides generally provided with the RT360 CLOUD Subscription (SaaS) to its licensees. b. “Error” means a failure of the RT360 CLOUD Subscription (SaaS) to conform to the specifications as set forth in the Documentation, resulting in the inability to use the RT360 CLOUD Subscription (SaaS) or a material restriction in use of the RT360 CLOUD Subscription (SaaS). c. “Maintenance Release” means a subsequent version of the RT360 CLOUD Subscription (SaaS) that includes Updates and/or Upgrades. d. “Production Use” means using the RT360 CLOUD Subscription (SaaS) in End-Customer’s required application for internal business purposes only which may include third party customers’ access to or use of such applications. Production Use does not include the right to reproduce the RT360 CLOUD Subscription (SaaS) for sublicensing, resale, or distribution, including without limitation, operation on a time sharing or service bureau basis or distributing the RT360 CLOUD Subscription (SaaS) as part of an ASP, VAR, OEM, distributor, or reseller arrangement. e. “Server” means a single computer processor capable of executing the RT360 CLOUD Subscription (SaaS). f. “Site” means the specific, physical location of a Server, as set forth on End-Customer registration form. g. “RT360 CLOUD Subscription (SaaS)” means the object code versions, extracts and/or derivative works of the RT360 CLOUD Subscription (SaaS) product suite, and the related Documentation, including Maintenance Releases provided. h. “Support Services” means Warranty, ATS (Annual Technical Support) for RT360 CLOUD Subscription (SaaS) under BCT’s then current policies. i. “Territory” means the geographical territory into which End-Customer install the RT360 CLOUD Subscription (SaaS) or indicate acceptance of this Agreement. j. “Update” means either a RT360 CLOUD Subscription (SaaS) modification or addition that, when made or added to the RT360 CLOUD Subscription (SaaS), corrects the Error, or a procedure or routine that, when observed in the regular operation of the RT360 CLOUD Subscription (SaaS), eliminates the practical adverse effect of the Error on customer. k. “Upgrade” means a revision of the RT360 CLOUD Subscription (SaaS) released by BCT to its end user customers generally, during the Support Services to add new and different functions or to increase the capacity of the RT360 CLOUD Subscription (SaaS) Upgrade does not include the release of a new product or added features for which there may be a separate charge. If a question arises as to whether a new product offering is an Upgrade or a new product or feature, BCT’s opinion will prevail, provided that BCT treats the product offering as a new product or feature for its end user customers generally. Upgrade does not include third party products, third-party components or plug-ins or other third-party software. l. “Main System” means the system in which the RT360 CLOUD Subscription (SaaS) have been installed. 1. LICENSE GRANT a. Production Use: BCT grants to End-Customer a perpetual, non-exclusive, non-transferable, enterprise level, fee-bearing license to use the RT360 CLOUD Subscription (SaaS) Software solely for Single Production Use and non-commercial use of other instance such as Test Instance, Development Instance and Disaster Recovery. Third party software products or modules supplied by BCT, if any, may be used solely with the RT360 CLOUD Subscription (SaaS). If End-Customer integrate the RT360 CLOUD Subscription (SaaS) into an application and intend to resell the resulting integrated application End-Customer must contact BCT to obtain the appropriate distribution license on terms and conditions to be decided by BCT and at sole discretion of BCT. Rights not specifically granted to End-Customer herein are retained by BCT. b. Restrictions on Use. The RT360 CLOUD Subscription (SaaS) is being licensed for Production Use, End-Customer may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the RT360 CLOUD Subscription (SaaS) or disclose the results of RT360 CLOUD Subscription (SaaS) performance benchmarks to any third party without BCT’s prior written consent. Additional restrictions, if any, with respect to third party Software will be delivered to End-Customer along with license key. End-Customer may not lease, rent, resell or sublicense the RT360 CLOUD Subscription (SaaS) to any third party, or otherwise use it except as permitted in this Agreement. c. Ownership Rights. End-Customer may modify the RT360 CLOUD Subscription (SaaS) in accordance with the Documentation solely to allow for interoperability with End-Customer internal systems. Such modifications shall not be derivative works, nor shall End-Customer create or attempt to create any derivative works from the RT360 CLOUD Subscription (SaaS). This is a license agreement and not an agreement for assignment/sale. BCT continues to own the proprietary rights of the Software including all intellectual property rights therein, proprietary knowledge and documentation, further including but not limited to source code, architecture and compiled code. End-Customer rights to the Software are specified in this Agreement, and BCT retains all rights not expressly granted to End-Customer in this Agreement. This software is protected under intellectual property laws and international treaty provisions. Except for the rights expressly granted in this Agreement, this License transfers to End-Customer no right, title, or interest in the Software, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right in the Software. BCT retains sole and exclusive title to all portions of the Software and any copies thereof. End-Customer agree not to disclose the source code, architecture and compiled code of the Software to anyone. d. Third party Components. The Software includes third party components licensed by BCT for purpose of embedding within the Software. BCT has reviewed, acquired and conformed to licenses of all such third-party components, thereby not requiring End-Customer to separately acquire the same. BCT hereby represents that the license granted to such Components will be no less broad than the license granted in this Agreement. The Components are provided "as is" by the third-party licensors who disclaim all liabilities, damages, (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the components. The components are excluded from any indemnity provided by BCT in this license. Nothing in the foregoing affects any performance warranty provided by BCT with regard to the Software as a whole. e. Copies and Backup: Printed Matter. Except as specifically set forth herein, no Software or Documentation which is provided by pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without prior written agreement. Additional copies of printed materials may be obtained from BCT at the charges then in effect. f. Territory. The license grants hereunder are limited to use within the Territory of India and solely for the business purpose of End-Customer as a legal entity only. The subsidiaries, joint ventures, future mergers or takeover of licensee are not granted the use of RT360 CLOUD Subscription (SaaS), for which there may be a separate charge. g. Audit. BCT may, at any time with reasonable prior written notice, request and gain access to End-Customer premises/site and office computer server network, for the limited purpose of conducting an audit to determine and verify that End-Customer are in compliance with terms and conditions of this present agreement and any other related agreements. End-Customer will promptly grant such access and cooperate with BCT in the audit. The Audit will be conducted in a manner not intended to unreasonably disrupt End-Customer business and will be restricted in scope, manner and duration to that reasonably necessary to achieve its purpose. End-Customer will be liable for promptly remedying discrepancies revealed during the audit. 2. RT360 CLOUD Subscription (SaaS) CHANGES BCT reserves the right at any time not to release or to discontinue release of any RT360 CLOUD Subscription (SaaS) and to alter name, logo, prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the RT360 CLOUD Subscription (SaaS). All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of BCT. 3. CONFIDENTIALITY. a. Acknowledgement: Licensee hereby acknowledges and agrees that the Software and Documentation constitute and contain valuable proprietary products and trade secrets of BCT and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below. b. Maintenance of Confidential Information. Each party agrees to keep all confidential information disclosed to it by the other party in accordance herewith, at all times exercising reasonable degree of care for protection of confidential information and proprietary knowledge; Provided such information (i) have been known publicly; (ii) have been known generally in the industry before communication by the disclosing party to the recipient; (iii) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (iv) have been known otherwise by the recipient before communication by the disclosing party; or (v) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information. 4. INTELLECTUAL PROPERTY INDEMNIFICATION. a. Disclaimer of Liability. BCT shall have no liability for any third party claim of infringement based upon (i) use of other than the unaltered version of the applicable RT360 CLOUD Subscription (SaaS) or as specifically altered by BCT subsequently.; (ii) use, operation or combination of the applicable RT360 CLOUD Subscription (SaaS) with non-BCT programs, data, equipment or documentation; or (iii) any third-party Software or component or plug-ins used in RT360 CLOUD Subscription (SaaS). The foregoing constitutes the entire liability of BCT, and End-Customer sole and exclusive remedy with respect to any third party claims of infringement. b. Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the codes and/or properties of the Software and Documentation or copies thereof will (i) substantially diminish the value to BCT of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, BCT shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 5. TERMS OF ACCEPTANCE a. Acceptance of Agreement: This Agreement takes effect upon the earlier of (i) End-Customer use of the RT360 CLOUD Subscription (SaaS) or (ii) receipt by BCT of a valid, binding purchase order, or other ordering/subscription document for the RT360 CLOUD Subscription (SaaS). Support Services for RT360 CLOUD Subscription (SaaS) can be availed by Licensee from the date of license grant of the RT360 CLOUD Subscription (SaaS). If End-Customer do not agree to be bound by these provisions, End-Customer are required to destroy all copies of the RT360 CLOUD Subscription (SaaS) and related documentation from End-Customer equipment immediately and notify BCT accordingly in writing. b. License Fees and Payment. License Fee. In consideration of the license rights granted as above, Licensee shall pay the License Fees or other consideration for the Software to the Licensor. c. Taxes and Other Charges. Licensee shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder. 6. a) WARRANTY i. The Software may be provided with third-party components or plug-ins or other third-party software. BCT has acquired and conformed to the requisite licenses for such third-party software for embedding within RT360 CLOUD Subscription (SaaS). BCT warrants that such third-party plug-ins or components will perform substantially in accordance with the normally expected behaviour. BCT does not warrant that the third-party Software or plug-ins or components will be error-free and would not be responsible for their abnormal performance. ii. BCT’s entire liability, in contract, tort or otherwise, and End-Customer exclusive remedy under the performance warranty shall be repair or replacement of the defective Software. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. iii. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, BCT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE. 6. b) LIMITATION OF LIABILITY: i. Limitation of Liability. Licensee acknowledges and agrees that the consideration which Licensor is charging hereunder does not include any consideration for assumption of the risk of licensee's consequential or incidental damages which may arise in connection with licensee's use of the software and documentation. Accordingly, licensee agrees that Licensor shall not be responsible to Licensee for any loss-of-profit, indirect, incidental, special, or consequential damages arising out of the licensing or use of the software or documentation. The overall aggregate Liability of the Licensor will be limited to the value of the subscription amount paid by an End-customer while availing the SaaS based RT360 CLOUD Subscription, 7. DEFAULT AND TERMINATION. a. Events of Default. This Agreement may be terminated by the non defaulting party if any of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if either party fails to strictly comply with the provisions of Confidentiality or license and/or assign in violation of the terms of this Agreement; if a party becomes insolvent or admits in writing its inability to pay its debts as they mature, or license and/or assign for the benefit of creditors; b. Effective Date of Termination. Termination due to a material breach of Grant of Rights, Copies, Protection of Software, or Confidentiality shall be effective on date of receipt of notice by the Licensor to the Licensee. c. Obligations on Termination. Unless terminated on the ground of material breach, within ten (10) days from date of termination of this Agreement, Licensee shall cease and desist all use of the Software and Documentation and shall return to all copies of the Software and Documentation in Licensee's possession or under its control. 8. NON-COMPETE The Licensee shall not, for a term commencing the date of signing this Agreement and ending on expiry of this Agreement and/or on the expiry of the warranty period, whichever is the later, directly or indirectly, by any way or means, encourage or solicit or endeavor to entice away any of the clients to whom the Licensor has provided any type of services, to leave the Licensor or any such Licensor’s affiliates or Licensor’s group company’s business relationship or contracts, (as the case may be) for any reason or interfere in any manner with the personal or contractual relationships, existing between the Licensor or any affiliate or group company and their clients. 9. MISCELLANEOUS. a. Force Majeure. Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control. b. License/Assignment. End-Customer shall not assign this Agreement, except to a successor in interest as the result of a merger or acquisition or sale of all or substantially all of End-Customer assets, without BCT’s prior written consent which will not be unreasonably withheld. c. Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other parts of the Agreement. d. Waiver. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. e. Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person (with duly acknowledgement in receipt), by FAX, overnight courier service or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified as accepting these terms and conditions upon completion of the registration sheet and ACCEPTANCE of this Agreement. f. Entire Agreement. Any amendment or modification to the Agreement must be in writing signed by both parties. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. Terms, provisions or conditions of any purchase order, acknowledgment, or other business form that End-Customer may use in connection with the licensing of the RT360 CLOUD Subscription (SaaS) will have effect on the rights, duties or obligations of the parties hereunder, or otherwise modify this Agreement, regardless of any failure of BCT to object to such terms, provisions or conditions. g. GOVERNING LAW; JURISDICTION AND VENUE. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of India and the Courts in Chennai will solely have jurisdiction over the Agreement. h. ARBITRATION: Any dispute or difference between the Parties with regard to this License and all connected and related matters whatsoever shall be discussed and settled amicably. In the event of any failure to resolve the disputes or differences amicably, all such disputes or differences whatsoever, shall be referred to arbitration. The arbitration proceedings shall first be conducted in English by a sole arbitrator and in accordance with the provisions of Indian Arbitration and Conciliation Act 1996 or any statutory modification or enactment thereof. The venue of arbitration shall be Chennai. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as set forth above. LICENSOR LICENSEE FOR BAHWAN CYBERTEK PRIVATE LIMITED Authorized Signatory Name: Title: Company Stamp Date: FOR END-CUSTOMER Authorized Signatory Name: Title: End-Customer Stamp Date: Bahwan Cybertek Pvt Ltd All Rights Reserved.