SOFTWARE LICENSE AGREEMENT This is a standard Software License Agreement (the “Agreement”) by and between GAVS Technologies N.A., INC. (“GAVS”) including its affiliates having office 155 Village Blvd, Suite 300, Princeton, New Jersey 08540 USA and you (“Licensee, you”). This Agreement is the parties' entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement. You will remain responsible for all obligations under this Agreement and for its Affiliates' compliance with this Agreement and any applicable Order(s). 1. USE OF THE GAVS SERVICES 1.1 Rights Granted. GAVS grants Licensee during the Term (as defined below) of this Agreement a limited, worldwide, non-exclusive, non-sublicensable, non-transferable (except as permitted in Section 9.2) license to use the executable version of the software (Namely Identity Desk and Help Hive) (the “Software”) solely for the Licensee’s own internal business operations only. The License granted herein shall not constitute a sale, lease, rental or any other transfer of the Software or part thereof. The Software is owned and distributed by GAVS; the Software is only licensed and not sold. GAVS does not permit Licensee to (i) make copies of the Software, other than a reasonable number of copies of the Software for archival purposes; (ii) provide access to the Software to anyone other than authorized users; or (iii) sublicense, distribute or pledge the Software or any of the rights herein. Delivery. Software shall be delivered electronically, and delivery deemed complete when made available to Licensee. 1.2 Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly required by applicable law, Licensee will not, and will not permit or authorize third parties to: (a) rent, lease, disclose, transfer, or otherwise permit third parties to use the Software; (b) use the Software to provide services to any third parties; (c) breach, circumvent, tamper with or disable any security or other technological features or measures of the Software; or (d) reverse engineer, modify, adapt, use for illegal purpose, hack or otherwise attempt to discover the underlying structure, technology or algorithms of the Software. Licensee is responsible for all activity that occurs under this Agreement. 1.3 Compliance with Laws. All Software and technical data delivered under this Agreement are subject to applicable export laws. Licensee will use the Software and any related documentation in compliance with all applicable laws and regulations. Without limiting the foregoing, Licensee agrees to comply strictly with all such laws and regulations and acknowledge that Licensee has the responsibility to obtain such licenses to export, re-export, or import as and when required. 1.4 Reservation of Rights. GAVS reserves to itself all rights, title and interest in and to the Software not expressly granted to Licensee under this Agreement. 2. CONFIDENTIALITY 2.1 Confidentiality. In connection with this Agreement, each party will have access to certain non-public information provided by and regarding the other party that is marked or otherwise should reasonably be understood to be treated as confidential (“Confidential Information”). Except as otherwise permitted by this Agreement or as reasonably required for GAVS to provide or Licensee to use the Software, each party shall keep confidential and not intentionally disclose to any third party (other than its directors, officers, employees, agents and representatives on a need-to-know basis) or use any Confidential Information of the other party; provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that: (i) is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto, (iii) is or has been independently developed by such party, without use or reference to the other party’s Confidential Information, or (iv) must be used or disclosed under court order or applicable law, provided such use or disclosure is to the minimum extent required by such court order or applicable law. If legally permissible, the receiving party shall promptly notify the disclosing party of any pending disclosure of the disclosing party’s Confidential Information that may be so required and consult with the disclosing party prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. 3. FEES AND PAYMENT 3.1 Fees and Payment Terms. Licensee will pay GAVS the fees (“License Fees”) specified below: License shall include all updates that GAVS releases within the duration of the license period of one (1) year. License shall include email-based support. GAVS shall provide responses for such email–based support requests within 3 to 5 business days. Payment needs to be made as per Section 3.2. The above pricing and terms will be valid for one (1) year, starting Effective Date of this Agreement. The License Fees shall be increased by 15% on the anniversary of this Agreement. The License Fees shall increase upon mutual agreement between parties for the subsequent years from the 2nd anniversary of this Agreement. Such increases shall be reasonable. *Note: All third-party trademarks and/or trade names used in this Agreement, its Annexures, related documents, description, Software etc. and may be used in future belong to their respective owners and may be protected by law. 3.2 Payment Terms. Licensee shall be obligated to pay the Total Fees as set forth above. Payment must be made by Licensee immediately once this Agreement is executed between parties. Once payment is received from Licensee, GAVS shall deliver the Software electronically to Licensee and the license period shall start thereafter. All fees are non-refundable. All late payments will incur interest at the rate of 10% per annum. 3.3 Taxes. The License Fees does not include taxes or duties. Licensee will be responsible for applicable taxes, associated with GAVS License Fees in the country the Licensee uses the License. 4. TERM AND TERMINATION 4.1 Term. The term of this Agreement will commence on the Effective Date and will remain and continue for 12 months thereafter (the “Term”). The Agreement shall automatically expire after the 12-month Term without the need for further action, unless the Parties affirmatively extend the Agreement by a duly executed written amendment. After the initial 12-month Term the Licensee may terminate this Agreement at any time for convenience with immediate effect by giving thirty (30) days written notice to GAVS, without affecting any other right or remedy available to it. 4.2 Post-Termination Obligations. If this Agreement is terminated for any reason or otherwise expires (a) each party will remove all of the other party’s Software from its systems, (b) Licensee will discontinue using the Software, including all copies, and all related documentation and will destroy, and document in writing such destruction of any embodiments of these materials stored in or on a reusable electronic or similar medium, including but not limited to memory, disk packs, tapes and other peripheral devices, and (c) Licensee will provide GAVS with a written certification signed by an authorized Licensee representative certifying that all Licensee’s use of the Software has been discontinued, and (d) GAVS will provide Licensee with a written certification signed by an authorized GAVS representative certifying that all the Licensee’s data has been removed from GAVS’s systems (along with a written explanation on how this deletion was executed). The provisions of Sections 2, 3 (with respect to payment obligations accrued during the Term), 5.2, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement. 5. INTELLECTUAL PROPERTY; WARRANTY DISCLAIMER; THIRD PARTY SERVICES; LICENSEE REPRESENTATIONS 5.1 Intellectual Property. Any and all rights to the Software and customization, training material, its contents and any documentation provided therewith, including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein shall remain the sole and exclusive property of GAVS (“GAVS Intellectual Property”). 5.2 Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED AS-IS AND GAVS MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. GAVS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY AND TITLE. GAVS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. 5.3 Third Party Services.. GAVS monitors the working condition of the third party services and will use commercially reasonable efforts to resolve any issues that may arise from such a provider changing the APIs of its application. However, Licensee acknowledges and agrees that GAVS is not responsible for any changes to or functionality or defect of any third-party applications and that interoperability that can be broken temporarily or permanently at any time. However, Licensee acknowledges and agrees that GAVS has no control over the product lifecycle of third party services, is dependent upon a third party provider’s willingness to assist and collaborate with GAVS, and therefore interoperability issues may arise from time to time. 5.4 Licensee Representations. Licensee represents warrants and covenants as follows: If GAVS makes any updates to the Software and Licensee wants to avail those updates, the same shall be provided by GAVS to Licensee at no extra cost during the Term of this Agreement. The Term of this Agreement shall continue to remain the same and unaffected by such shifts. The Licensee shall use the Software only in the method it is intended to be used. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. Licenses granted for metered Offerings billed periodically based on usage continue as long as Customer continues to pay for its usage of the Offerings. All other licenses become perpetual upon payment in full. 6. INDEMNIFICATION 6.1 Indemnification. Licensee agrees to fully indemnify GAVS and its Affiliates, and their respective agents, directors, officers, employees, representatives, successors and permitted assigns (the “GAVS Indemnitees”) against and to hold each of them harmless from any and all losses actually incurred or suffered by a GAVS Indemnitee to the extent arising out of or in connection with (a) any claim, suit, demand, investigation or proceeding brought by a third party based on (i) any breach of any representation, warranty or covenant by Licensee under this Agreement, or (ii) Licensee’s gross negligence or willful misconduct, or (b) any breach of GAVS Intellectual Property. GAVS shall indemnify Licensee, subject to Section 7, if use of Software causes breach of third party intellectual property. 6.2 Exclusions from Obligations. GAVS will have no obligation under this Section 6 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Software in combination with other products or services; (b) use of the Software by Licensee for purposes outside the scope of the rights and licenses granted to Licensee; (c) Licensee’s failure to use the Software in accordance with this Agreement ; (d) any modification of the Software by Licensee not made or authorized in writing by GAVS; or (e) any activity after GAVS has provided Licensee with a work around or modification that would have avoided such Claim. This Section 6 sets forth GAVS’s entire obligation and Licensee’s exclusive remedy with respect to any infringement, misappropriation or other violation of third party rights. 7. LIMITATIONS OF LIABILITY 7.1 Neither party will be liable to the other party for indirect, consequential, punitive, incidental, special, or exemplary damages arising out of or related to this Agreement, including but not limited to lost profits or loss of business, even if such party is apprised of the likelihood of such damages occurring. 7.2 Under no circumstances will GAVS’s total liability of all kinds arising out of or related to this Agreement exceed the total amount paid by Licensee to GAVS for the Software. 7.3 The limitations hereunder apply with respect to all legal theories, whether in contract, tort, or otherwise. The provisions of this Section 7 reasonably allocate the risks under this agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement. 8. PUBLICITY Publicity. Any news releases, public announcements, advertisements or publicity released by either party concerning this Agreement shall be subject to the prior written approval of the other party. 9. GENERAL 9.1 Relationship. No agency, partnership, or joint venture is created as a result of this Agreement and neither party has any authority of any kind to bind the other party. 9.2 Assignability. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, except that either party may assign this Agreement to a successor to all or substantially all of such party’s related assets or business. 9.3 Force Majeure. If the performance of any part of this Agreement by either Party, or any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason of any cause beyond the reasonable control of the Party liable to perform, unless conclusive evidence to the contrary is provided, the Party so affected shall, on giving written notice to the other Party, be excused from such performance to the extent of such prevention, restriction, interference or delay, provided that the affected Party shall use its reasonable best efforts to avoid or remove such causes of non-performance and shall continue performance whenever such causes are removed. When such circumstances arise, the Parties shall discuss if any modification of the terms of this Agreement may be required in order to arrive at an equitable solution. 9.4 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the court of Pune and laws of the Government of India. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees. 9.5 Dispute Resolution. If the parties fail to settle the disputes amicably, the dispute shall finally be settled by referring it to arbitration by sole arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any amendment thereof. The place of arbitration shall be Pune. 9.6 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. 9.7 Amendment. No change, modification, or amendment of this Agreement shall be valid or binding on the Parties unless such change or modification shall be in writing signed by the Party or Parties against whom the same is sought to be enforced. 9.8 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications to this Agreement must be in a written agreement signed by an authorized representative of both parties. Neither party will be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by the other party in any receipt, acceptance, confirmation, correspondence, or otherwise, unless such party specifically agrees to such provision in writing and signed by an authorized representative of such party. *Note: All third-party trademarks and/or trade names used in this Agreement, its Annexures, related documents, description, Software etc. and may be used in future belong to their respective owners and may be protected by law.