Master Subscription Agreement

PLEASE READ THIS TERMS OF SERVICE CAREFULLY AND CONFIRM YOUR ACCEPTANCE BEFORE AVAILING OUR SERVICES

This Master Subscription Agreement describes the Services we will provide to you, how we will work together, and other aspects of our business relationship.

We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance, this Master Subscription Agreement forms a legally binding agreement between you and Superleap. Our Services are available to you only upon your acceptance of the terms in 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 case any of the terms are not acceptable to you, please do not proceed to use any of our Services. BY ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE.

You agree to review this Master Subscription Agreement on a regular basis and always remain in compliance as we go ahead.

1. Definitions

1.1. “Superleap”, “We”, “Us”, “Service Provider” or “Our” shall mean Mintiq Technologies Private Limited, a company incorporated under the laws of India, and has its registered office at 3rd Floor, Keerthi Cloud 9, ST Bed Layout, Koramangala, Bengaluru, 560034.

1.2. "You”, "Your,” or “Customer” shall mean an individual or legal entity, which is signing up for any kind of Services from Superleap, irrespective of the nature or duration of the Services. The customer’s details, including the name and the authorised representative, are as provided in the accompanying order form.

1.3.  “Affiliate” means, (i) with respect to any party other than a natural person, any other person who holds or in which such party holds 50% or more of the paid-up share capital, directly or indirectly, or is controlling, controlled by or under common control with such party; (ii) in the case of any party that is a natural person, any other person who is a relative of such party as per the provisions of the act. For the purposes of this definition, the term “control” (including with correlative meaning, the terms “controlled by” and “under common control” with) as applied to any party, (i) means the (a) ownership or possession, directly or indirectly, of more than one half of the voting power of an enterprise, or (b) control of the composition of the board of directors in the case of a company or of the composition of the corresponding governing body in case of any other enterprise, or (c) a substantial interest in voting power and the power to direct, by statute or agreement, the financial and/or operating policies of the Person; and (ii) shall include the ownership or possession, directly or indirectly, of the power to direct or cause the direction of the management of that Person whether through ownership of voting securities or otherwise.

1.4  “Acceptable Use Policy” or “AUP” shall mean our Acceptable Use Policy set out under this Agreement.

1.5. “Billing Cycle” shall mean a duration cycle (like month, quarter, year) for which billing is done in one go, as indicated in the Order Form.

1.6. “Consulting Services” shall mean the professional services provided to the Customer by Superleap, which may include training services or consulting services, the details of which shall be captured in Order Forms executed between the Parties from time to time under the terms of this Master Subscription Agreement and appended as annexures to this Master Subscription Agreement.

1.7. “Disclosing Party” shall have the meaning set out in Clause 6.1.1.

1.8. “Dues” shall mean unpaid invoiced amount and unbilled amount as per the terms of the Order Form.

1.9. “Effective Date” shall mean the date of your acceptance of this Master Subscription Agreement.

1.10. “Force Majeure” shall mean an act of war, hostility, sabotage, act of God, epidemic, pandemic, electrical, internet or telecommunication outage (not caused by the Party’s own systems or infrastructure; cyber-attacks (provided that the affected Party has implemented reasonable industry-standard security measures.), government or regulatory restrictions, change in law applicable to the Services or any other event outside the reasonable control of Superleap that adversely affects the provision of Services.

1.11. “Superleap Platform” shall mean the suite of applications available at https://superleap.com or any of its sub-domains or any other URL (uniform resource locator)/location made available by Superleap.

1.12. “Order Form” shall mean the form submitted by you, with your details and the services opted for by you, with relevant Service terms, pricing, and payment terms being set out within the terms of this Agreement. Separate Order Forms may be submitted for different Subscription services in pursuant to this Agreement, and Order Forms may be updated or modified from time to time with mutual consent. The particulars of the order form can be seen in the Annexure-A attached herewith to this Agreement

1.13. “Person” means and includes any natural person, sole proprietorship, Hindu Undivided Family (HUF), partnership firm (including a limited liability partnership), company, trust, joint venture, governmental authority, association of persons (AOP), body of individuals (BOI), or any other entity, whether incorporated or not, recognized as a legal or juridical person under applicable laws in India.

1.14. “Planned/Scheduled Downtime” shall mean the period during which the Services may be shut down for planned maintenance of the Superleap for upgrades, security patches, backups, or infrastructure enhancements as may be applicable. To the extent possible and reasonable, such downtime will be scheduled during non-business hours for the majority of Superleap’s customers, such as weekends and public holidays, and at least 48 (forty-eight) hours’ prior notice will be provided. Exemptions are applicable to contingent downtime, i.e. not anticipated in the regular course of service performance

1.15. “Unplanned Downtime” shall mean refers to any period during which the Superleap Platform or any of its core functionalities are inaccessible or non-operational, and such unavailability was not previously scheduled or communicated to Customer by Superleap as part of planned maintenance. Unplanned Downtime may result from unexpected system failures, issues caused in infrastructure under direct control or direct management of the Service Provider, third-party Infrastructure service provider unavailability, including database crashes, application bugs, network outages, or disruptions in the underlying hosting environment (e.g., cloud infrastructure), unless such failure is directly caused by:

• Scheduled maintenance or upgrades,

• Force Majeure events (as defined under this Agreement), or

The measurement of Unplanned Downtime shall begin from the time the issue is first detected by the Superleap monitoring systems or reported by Customer (whichever is earlier), and shall continue until full restoration as per the SLA.

1.16. “Receiving Party” shall have the meaning set out in clause 7 of this Agreement.

1.17. “Service Fees” shall mean the amounts the Customer is required to pay for using any of the Services in pursuant with this Agreement.

1.18. “Services” means all subscription, consulting, support, implementation, integration, training, and any other services provided by Superleap to the Customer, directly or through authorised representatives, as detailed in the applicable Order Form, or other mutually agreed written documentation within the spirit of this Agreement hereto. Services include any updates, enhancements, or modifications made available to the Customer during the Agreement term.

1.19. “Start Date or "GO Live Date" shall mean the date of commencement of the Subscription Services.

1.20. “Subscription Fees” shall mean the fees payable by the Customer for the Subscription Services.

1.21. “Subscription Services” shall mean the provisions of access to the Superleap Platform, whether cloud-based or software-based service, as per the scope, limits and features that the Customer has subscribed to, as captured in the relevant Order Form made available to the Customer.

1.22. “Subscription Term” shall mean the initial term of the Subscription Services commencing from the Start Date, as specified in the relevant Order Form, and each subsequent renewal term (if any); and

1.23. “Users” means individuals authorized by the customer to access and use the Subscription Services in accordance with the Order form read together with this Agreement.

1.24. "CRM” collectively means the Customer Relationship Management software system provided by the Service Provider to the Customer.

1.25. “Intellectual Property Rights" mean any licenses, permissions or agreements from licensors of any materials, goods, processes, methods and systems used for the Services (as defined hereinafter) or products, proprietary information, patents, trademark rights, technology, utility model, design, know-how, trade secrets, data bases, industrial processes, source codes, copyrights (including rights in computer software) and any other intellectual or industrial property rights (whether registered or unregistered) subsisting or recognized under the Applicable Laws.

1.26. “Customer Data" means all data, content, materials, and information, whether in written, oral, visual, electronic, or any other form, that is provided, uploaded, transmitted, or otherwise made available to the Service Provider by or on behalf of the Customer in connection with the Services. This includes, without limitation:

1.26.1. Confidential Information of the Customer;

1.26.2. Personal Data of the Customer, its personnel, directors, or representatives and as defined in clause 8.

1.26.3. Personal Data of third parties, including but not limited to the Customer’s clients, employees, agents, vendors, end-users, or other data subjects; and

1.26.4. any data that is generated, derived, or processed through the use of the Services on behalf of the Customer.

Customer Data shall include all such data regardless of whether it is provided directly by the Customer or indirectly through integration with third-party systems, tools, or platforms.

2. Scope Of Services

2.1 Subscription Services

2.1.1. During the Subscription Term, Superleap will grant the Customer a non-transferable, non-exclusive, worldwide right to permit Users authorised by the Customer to access and use the Superleap Platform for its internal business purposes in accordance with this Master Subscription Agreement, the relevant Order Form, and all laws and regulations applicable to the Customer. The Customer shall not use the right granted hereunder or permit it to be used for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication.

2.1.2. You may, at any time, subscribe to additional features of the Subscription Services (existing features or new features that may be made available by us from time to time) by executing an additional Order Form.

2.1.3. Superleap may update the Superleap Platform from time to time without adversely affecting the Subscription Services or adversely affecting the functionality of the Subscription Services. We, however, are under no binding obligation to release new features or updates to the Superleap. We make no representations as to future features and functionalities, irrespective of any public announcements or comments in this regard.

2.1.4. The Customer acknowledges that the Subscription Services may be temporarily unavailable during periods of Planned Downtime or due to Force Majeure Events or due to Unplanned Downtime, as defined in this Agreement; however, Superleap, under given circumstances (a) shall provide advance written notice of any Planned Downtime at least forty eight (48) hours prior to its commencement; (b) Use reasonable efforts to minimize disruption, including scheduling such maintenance during off-peak hours or during Unplanned Downtime (c) In the case of a Force Majeure Event, promptly notify the Customer and take all reasonable steps to restore Subscription Services as soon as practicable; or provide service credits or proportionate fee adjustments, where applicable, if the total downtime exceeds the acceptable threshold defined in the SLA. Nothing in this clause shall relieve Superleap of its obligations to implement appropriate disaster recovery and business continuity plans as per the applicable Annexure under this Agreement and to ensure data integrity and security throughout the term of the Agreement.

2.2. Consulting Services

2.2.1. The Customer may, at its discretion, request Superleap to provide Consulting Services from time to time. The scope, duration, deliverables, and applicable fees for such Consulting Services shall be mutually agreed upon by the Parties and documented in a separate Order Form executed under this Agreement.

2.2.2. Unless and until such Order Form is duly executed by both Parties, Superleap shall have no obligation to perform, and the Customer shall have no obligation to pay for, any Consulting Services under this Agreement.

2.3. Third-Party Service Providers or Third-Party Software

We may use third-party service providers, including application service providers and hosting service providers, for rendering any of the Services, including Subscription Services, hereunder without seeking further consent from you, provided that Superleap shall remain fully responsible for the performance of our obligations and the conduct of such third-party service providers acting on our behalf.

Superleap will, however, not be responsible for any third-party service providers engaged by the Customer or any third-party software that may be procured by the Customer, whether with or without Superleap's consent, notwithstanding that the same may be integrated with  the Services.

3. Use and Restriction of Subscription Services

3.1. Acceptable Use

The Customer agrees to comply with the Acceptable Use Policy as per detailed Annexure C. Specifically, you will ensure that there is no engagement as mentioned hereunder:

3.1.1. use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;

3.1.2. use the Subscription Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Services;

3.1.3. attempt to gain unauthorised access to the Subscription Services

3.1.4. make the Subscription Services available to anyone other than authorised Users;

3.1.5. sell, resell, rent or lease the Subscription Services unless explicitly permitted in the relevant Order Form;

3.1.6. use the Subscription Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

3.1.7. Use the Subscription Services to store or transmit malicious code;

3.1.8. access the Subscription Services other than through the interface provided by us;

3.1.9. create derivative works based on the Services or the Software unless explicitly authorised by Superleap;

3.1.10. reverse engineer the Subscription Services in order to: (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services; or

3.1.11. Use the Subscription Services for any purpose or in any manner that is unlawful under applicable laws or prohibited by this Agreement.

3.2. Service Usage Limitations

3.2.1. The scope of the Subscription Services (such as the number of users, the number of emails that can be sent by you in the applicable serviceable month, the number of contacts that can be managed, etc.) will be as set out in the relevant Order Form.

3.2.2. We reserve the right to monitor your overall usage of the Subscription Services to ensure compliance with the applicable usage limits specified in your Order Form. If your usage exceeds these limits (including, but not limited to, the number of CRM users or communication credits such as calls, emails, WhatsApp, SMS, or RCS billed by Superleap), we will notify you. Such overuse may result in pro-rata additional charges, and such prorate charges shall be discussed with Customer, suspension of subscription services, or both. Reference can be made to the applicable Order Form for detailed usage limitations and billing terms.

3.3. Intimation of Unauthorized Use

The Customer is responsible for ensuring that the Subscription Services are used in compliance with the terms of Subscription Services in accordance with this Agreement and all applicable laws, rules and regulations. You further agree to promptly notify us of any unauthorised use of your account or user credentials (including usernames or passwords) by sending an email to help@superleap.com.

4. Service Fees & Payment Terms

4.1. The service fee payable by the Customer for the Subscription Services, including any recurring or one-time charges, as well as the applicable payment terms, billing cycles, taxes, and currency, shall be as set forth in the applicable Order Form executed under this Agreement.

4.2. The applicable Order Form shall specify the Service Fees for the Services, Subscription Term, Billing Cycle, and any additional charges (if applicable), and shall form an integral part of this Agreement.

4.3. Unless otherwise stated in the Order Form, all fees shall be non-cancellable and non- refundable, exclusive of applicable taxes, and payable within thirty (30) days from the date of invoice.

5. Ownership & Proprietary Rights

5.1. Superleap Rights

5.1.1. Superleap owns or have rights to all worldwide Intellectual Property Rights in and to the Superleap Platform and the Subscription Services (including all customisations, derivatives, adaptations, or improvements thereof), and all copyrights, patents, trademarks, service marks, and trade secrets in relation thereto, whether registered or not.

5.1.2. The Parties agree that each Party shall own and retain all right, title and interest in and to any Intellectual Property Rights created or developed by such Party.

5.1.3. The Customer acknowledges that the Superleap Platform, including its design, architecture, source code, features, functionalities, and user interface, constitutes the exclusive Intellectual Property of Superleap. Customer agrees that it shall not, directly or indirectly, during the term of this Agreement, and within 2 years from the date of termination or conclusion of this agreement, develop, cause to be developed, reverse engineer, or assist any third party in developing a software, system, or platform that is substantially similar in functionality, structure, or purpose to the CRM services provided under this Agreement. Any such activity shall be deemed to be infringement of Intellectual Property Rights of Service Provider and such infringements shall make the Customer liable for damages, loss in business or reputation; or otherwise; injury caused to the Service Provider.

5.1.4. Nothing contained in this Agreement shall assign or transfer in any manner whatsoever any of the rights, title, or interest in Intellectual Property Rights of one Party to the other Party.

5.2. Feedback and IP ownership

All suggestions, enhancement requests, feedback, recommendations, or other inputs provided by the Customer or any other party relating to the Superleap Platform or Services and any remodelling, development, modification and upgradation on software of Superleap based on such suggestions etc or otherwise shall automatically be owned by Superleap, and Customer hereby assign, perpetually and worldwide, free of royalties or any payments, all rights in the same in favor of Superleap and shall, at expense of Superleap, execute such documents as are necessary or required by law to accomplish the foregoing ownership.

Such assignment shall not lapse, notwithstanding that we do not make use of the same within the timelines prescribed by applicable law, if any. Any rights not expressly granted herein are reserved by Superleap.

5.3. Using Customer’s name and logo

5.3.1. The Customer hereby grants Service Provider a limited, non-exclusive, non- transferable, royalty-free right to use the Customer’s name, website address, and logo solely for marketing purposes, including but not limited to Superleap’s website, brochures, presentations, and email campaigns.

5.3.2. Service Provider shall not make any public or promotional reference to the Customer or this engagement without obtaining explicit prior approval. This right shall survive termination of the Agreement; however, the Customer may revoke its approval at any time, upon written notice to the Service Provider in case of any unauthorised or non- legal usage.

5.3.3. This right shall survive the termination of this Agreement; however, the Customer reserves the right to revoke any previously granted approval at any time by providing written notice to the Service Provider, in cases of unauthorised or inappropriate usage.

6. Warranties and Representations by Superleap

6.1. Superleap represents and warrants to the Customer that:

6.1.1. It will ensure to put its best efforts that Superleap Platform and its related services shall be performed in a professional and workmanlike manner.

6.1.2. It shall render and perform its obligations and duties under this Agreement with reasonable care and reasonable accuracy and in accordance with instructions, specifications, procedures, standards, guidelines, and timeframe, if any, as are issued from time to time by the Customer to the extent that such instructions, specifications, procedures, standards, guidelines are issued in accordance with applicable laws.

6.1.3. It shall perform its obligations under this Agreement in such manner as not to adversely affect the reputation and the goodwill of Customer or its business associates.

6.1.4. It shall maintain proper and reasonably accurate records, licenses and permits relating to Superleap Platform and its related services under this Agreement and shall, at the request of Customer, provide access to all the records, licenses and permits related to the obligations to provide Services to the Customer.

6.1.5. It warrants that it will correct any material deficiencies in any deliverables provided under this Agreement within a reasonable time or as provided under this Agreement.

6.1.6. It has the legal right, power and authority to enter into this Agreement and perform all of its obligations, terms and conditions hereunder;

6.1.7. It shall not infringe any third-party rights while performing its obligations under this Agreement but if any third-party rights has been violated by the Customer and Service Provider unintentionally performs it’s duties and obligations as per this agreement then Service Provider shall not be held liable for such breach of third-party rights or any other breach caused due to fault of the Customer;

6.1.8. It has obtained all the required regulatory and other approvals from the appropriate authorities for the execution of this Agreement and the performance of its obligations hereunder.

6.1.9. Superleap Platform will operate in all material respects as per the commitments mentioned under the Scope of Work and SLA of this Agreement. It also warrants that technical support services as per the SLA shall be provided in a professional manner consistent with industry standards.

6.2. SUPERLEAP DOES NOT GUARANTEE THAT THE SUPERLEAP PLATFORM WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT SUPERLEAP WILL CORRECT ALL ERRORS. FOR ANY BREACH OF THE ABOVE WARRANTIES, SUPERLEAP SHALL MAKE (A) THE CORRECTION OF ERRORS THAT CAUSE BREACH OF THE WARRANTY WITHIN FORTY EIGHT (48) HOURS OR AS MENTIONED IN THE SLA OF THIS AGREEMENT OR, IF SUPERLEAP CANNOT SUBSTANTIALLY CORRECT THE ERRORS OF IN SUPERLEAP PLATFORM AND ITS RELATED SERVICES IN A COMMERCIALLY REASONABLE MANNER, IT SHALL REPERFORM THE DEFICIENT SERVICES OR CUSTOMER MAY END SUPLERLEAP’S SUBSCRIPTION IN ACCORDANCE WITH CLAUSE 9 AND RECOVER THE SUBSCRIPTION FEES CUSTOMER PAID IN ACCORDANCE WITH REFUND CLAUSE F MENTIONED UNDER ANNEXURE A.

6.3. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERLEAP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, RELIABILITY, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

7. Confidentiality

7.1. Confidential Information

As used herein, “Confidential Information” means all and any information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), including the terms and conditions of this Agreement and Order Form whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, confidential information shall not include any information that:

7.1.1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

7.1.2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;

7.1.3. is received from a third party without breach of any obligation owed to the Disclosing Party; or

7.1.4. was independently developed by the Receiving Party.

‍7.2. Protection of Confidential Information

The Receiving Party shall use the same degree of due care to protect Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable due care). It shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and, except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its employees, consultants, contractors, and agents or any authorised representative(s) who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations that are no less stringent than those herein.

7.3. Survival

The provisions of this Section 7 (Confidentiality) shall survive the expiry or termination of this Agreement and up to five years post termination or expiration.

7.4. Disclosure Required by Law

Each Party reserves the right to disclose any information, including the other Party’s Confidential Information and data, when compelled to do so by applicable law, regulation, legal process, or governmental request. Where legally permissible and practicable, the disclosing Party shall provide the other Party with prompt written notice of such disclosure to allow the non-disclosing Party to seek a protective order or other appropriate remedy. Neither Party shall be liable for any disclosures made in good faith in compliance with such legal requirements. Each Party agrees to cooperate reasonably, at the other Party’s expense, in any lawful efforts to contest or limit the scope of such disclosure.

7.5. Any Confidential Information that have been provided by Disclosing Party to the Recipient in connection with the Agreement shall be promptly returned by the Recipient, accompanied by all copies of such documentation, within thirty (30) days after (a) the Agreement has been terminated or expired or (b) at the written request of Disclosing Party. The Recipient shall also delete all electronic communication materials or documents from its servers, user accounts of its directors, officers, employees, consultants and agents who have had access to any Confidential Information of Disclosing Party within thirty (30) days after (a) the Agreement has been terminated or expired or (b) at the written request of Disclosing Party.

7.6. The Parties acknowledge and agree that any unauthorised disclosure or use of Confidential Information by the receiving party may cause irreparable harm to the disclosing party, for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other rights or remedies available at law or in equity, the disclosing party shall be entitled to seek immediate injunctive relief, specific performance, or other equitable relief to prevent or curtail any actual or threatened breach of this Agreement.

7.7. Nothing in this clause shall limit the disclosing party’s right to seek and obtain monetary damages, legal costs, and any other remedies available under applicable law in connection with such breach.

8. Customer Data Ownership, Obligations and Protection

8.1. For the purpose of this provision, the terms ‘Sensitive personal data or information’, ‘Personal Information’ shall be defined as mentioned under the Information Technology Act 2000 and ‘Identity Information’ shall be defined as mentioned under The Aadhar Act 2016, collectively referred to as “Personal Data” for the purpose of this Clause.

8.2. For the purpose of this provision, Customer Data is defined under clause 1.26 of this Agreement.

8.3. The Customer shall have ownership rights, title, and Interest In and to all Customer Data, and nothing in this Agreement shall be construed as transferring any rights in the Customer Data to Superleap or its affiliates, except as expressly set forth herein.

8.4. The Customer hereby grants Superleap and its licensors a limited, non-exclusive, worldwide, royalty-free license to access, use, host, store, process Customer Data solely for the purpose of delivering the Services under this Agreement and applicable Order Form.

8.5. The Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and it shall be the duty of the Customer to collect and transmit such data as per applicable laws. Superleap shall not be liable for any Customer Data inaccuracies or unlawfully provided data, provided it processes such data strictly in accordance with the Customer’s instructions and this Agreement.

8.6. The Service Provider acknowledges that in the course of performing its obligations under this Agreement, it may have access to and process Customer Data as a data processor. Customer acknowledges that such Customer Data has been collected by Customer and transmitted to Service Provider or given access to Service Provider as per applicable laws, however, such collection of Customer Data done by the Customer and transmission of Customer Data done by the Customer as per applicable law will not relieve Superleap from this its obligations of being the data processor and in lieu of the same, Superleap shall process such collected Customer Data:

8.6.1. In accordance with the Customer’s documented instructions.

8.6.2. Implement appropriate technical and organisational measures to protect the Customer Data;

8.6.3. Process Customer Data in compliance with applicable data protection and privacy regulations, including but not limited to the Digital Personal Data Protection Act, 2023, and any rules or notifications issued thereunder ("DPDP Act"),

8.7. The Parties agree that the Service Provider shall:

8.7.1. For the purposes of this Agreement, the Customer shall act as the ‘Data Fiduciary’ and the Service Provider shall act as the ‘Data Processor’ (as defined under the DPDP Act) in respect of any Customer Data processed in connection with the provision of Subscription Services. The Service Provider shall process such data solely on behalf of and under the instructions of the Customer. However, the collection and transmission of data to the Service Provider shall be the responsibility of the Customer and the Customer shall abide by the applicable laws, rules, guidelines, etc.

8.7.2. Use the highest industry standards and data controls and take technical and organisational security measures to safeguard and protect the Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, in particular when the processing involves the transmission of data over a network, and against all other unlawful forms of processing. The Service Provider agrees to provide a detailed list of such security measures and controls taken at the Customer’s request and if the Customer finds such list incomplete or inadequate for the purpose stated above, then the Customer shall inform the Service Provider within 15 days of receipt of such list and Service Provider shall either make necessary adjustments, amendments, or curative action within 30 days after receipt of such instructions or recommendation.

8.7.3. not process Customer Data for any purpose other than those necessary for the performance of this Agreement or as per instructions, approvals and directions given by the Customer to the Service Provider.

8.7.4. restrict access to all Customer Data, whether stored and processed electronically or otherwise, to such of the Service Provider’s relevant employees and/or agents engaged by the Service Provider who have a specific need to access Customer Data, and will take reasonable steps to ensure the reliability of any individuals or entities who have access to Customer Data;

8.7.5. promptly inform the Customer about:

a) any breach (actual or threatened) of data provided to the Service Provider and the steps it has taken to mitigate such breach;

b) any request received directly from the data subjects concerned by Customer Data without responding to that request, unless it has been expressly authorised by the Customer to do so;

c) any legally binding request for disclosure of Customer Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation.

8.7.6. Upon termination or expiration of this Agreement, Service Provider will retain the Customer Data for a period of up to 30 days (“Retention Period”) to facilitate potential service reactivation and to avoid reimplementation costs. During this period, it will continue to protect Customer Data in accordance with its data protection and confidentiality obligations under this Agreement. At any time during the Retention Period, the Customer may request in writing the deletion of its Customer Data, and the Service Provider will comply with such request within 30 days, unless such Customer data is required to be kept or stored or intact by applicable law or at request from investigative authority till such investigation is complete or data is handed over to them as per law or for legitimate business purposes (such as dispute resolution or compliance). Service Provider’s indemnity obligations for data misuse or data breach shall not apply to the mere retention of data during this Period, provided such retention is in accordance with this Agreement and applicable law.

8.7.7. defend, indemnify and hold harmless the Customer, its affiliates, its leads from and against any and all liabilities, costs, expenses (including legal expenses), damages, injury, fines, claims, losses that arise from or in respect of use or misuse of data by the Service Provider

8.7.8. not subcontract any major part of the services without the prior written intimation to the Customer and without requiring such third party, except such third parties who provide only standard terms & conditions for their services, to sign a contract containing equivalent provisions as those set out in this provision. The Service Provider also undertakes to send promptly a copy of any third-party agreement it concludes to the Customer;

8.7.9. If the Customer requires the Service Provider to retain or preserve any data, records, or logs for audit or compliance purposes beyond the Service Provider’s standard retention practices, the Customer shall:

a) Provide written instructions specifying the required retention period and scope;

b) Bear all reasonable costs and expenses associated with such extended retention, including storage, security, and administrative costs;

c) Indemnify and hold harmless Service Provider from any liability or claims arising from such extended retention, except to the extent caused by Service Provider’s gross negligence or wilful misconduct.

8.7.10. The Customer shall ensure that any audit (including by third-party auditors) is conducted in a manner that does not compromise the confidentiality, security, or integrity of Service Provider’s systems or data belonging to other customers.

8.8. The Service Provider acknowledges and agrees that in case of any breach by the Service Provider to the above obligations, the Customer shall notify the Service Provider to mitigate such breach or take curative action, if possible, within 7 working days and if Service Provider fails to take such necessary steps without any reasonable ground then the Customer is entitled to terminate the Agreement.

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9. Term, Renewal, Suspension, and Termination

9.1. This Agreement shall remain in effect from the Effective Date and shall continue unless terminated in accordance with the terms herein. Each Order Form shall have an initial term of one (1) year from its effective date, unless otherwise specified in the Order Form ("Initial Term"). Upon expiration of the Initial Term, the Order Form shall automatically renew for successive renewal terms of one (1) year each (each a “Renewal Term”), unless either party provides a written notice of non-renewal at least forty-five (45) days prior to the end of the current term. Any modifications to pricing, subscription volume, or scope of services for a Renewal Term shall require mutual written agreement and shall be reflected in a revised order form.

9.2. Pricing for any Renewal Term shall increase by 10% over the previous term’s rates, unless otherwise specified in the Order Form, or mutually agreed in writing at least forty-five (45) days before the renewal date, however renewal in which subscription volume or subscription length for any Subscription Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

9.3. Neither Party will terminate this Agreement or this Order Form without cause or for convenience prior to the expiry of the Subscription Term of the Agreement. In case the Customer choose to stop using any of the Subscription Services before the expiry of the Subscription Term, you may do so without Superleap being liable to refund any service fees already paid. Notwithstanding the applicable Billing Cycle, Customer will be liable to pay all Service Fees payable for the remainder of the Subscription Term.

9.4. Termination for Cause: Either party may terminate this Agreement or an Order Form for cause:

9.4.1. upon 30 (thirty) days’ prior written notice to the other party on grounds of a material breach, if such breach remains uncured at the expiration of 30 (thirty) days; or

9.4.2. Immediately, if the other party becomes the subject of insolvency, bankruptcy, liquidation, or other such proceedings and the same are not stayed by a competent court within a period of 6 (six) months therefrom.

9.5. The Customer can terminate this Agreement or an Order Form for cause upon 60 (sixty) days prior written notice to Superleap, if Superleap is not able to resolve any requirement captured in the Scope of Work or SLA's captured in the Order Form within such 60 (sixty) days' notice.

9.6. Suspension of Services

9.6.1. Superleap may suspend access to your account after giving you 15 (fifteen) days’ prior written notice, in case any amounts remain due and payable beyond the agreed-upon credit period. Superleap shall not be held responsible or liable for any loss of business and reputation or otherwise caused to the Customer by such suspension of Services. However, the Customer shall be liable to pay the service fee as per this Agreement for the period of suspension without any waiver whatsoever.

9.6.2. Superleap may suspend the Customer’s access to its account and/or the Services with immediate effect, and without prior notice, if:

a) Is there any actual or suspected unauthorized access to the Customer’s account?

b) The Customer is in violation of the Acceptable Use Policy;

c) the Customer’s use of the Services violates any applicable laws or regulations; or

d) The Customer’s use of the Services poses a security risk, operational disruption, or other material threat to the Superleap platform.

Where practicable, Superleap shall provide written notice of such suspension and may, at its sole discretion, allow the Customer a reasonable period to cure the breach or issue.

9.6.3. If the cause of suspension is not remedied within fifteen (15) days (or such other period as may be specified in the notice), Superleap may terminate this Agreement and/or the Customer’s access to the Services with immediate effect, however In such given circumstances, Superleap shall always remain responsible for the maintaining the security of Customer's Confidential Information and Personal Data. Upon such termination caused by the delay in payment or non-remedial of suspension, then Customer shall be liable to pay the full Subscription Fee for the Subscription Term.

9.7. Consequences of expiry/termination

9.7.1. Upon expiry of the initial term of this Agreement and Order Form or upon termination of this Agreement or Order Form for any reasons as mentioned under the clause 9.4 of this Agreement of any of the Subscription Services, the customer shall pay all undisputed and valid outstanding payments immediately, irrespective of the billing cycle or previously agreed payment schedule.

9.7.2. In the event of termination by the Customer for any reason other than a material breach by Superleap or disputed Invoices, if any, the Customer shall remain liable to pay the full Subscription Fees for the remaining portion of the Subscription Term. No refunds shall be payable by Superleap in such cases.

9.7.3. If the Customer terminates this Agreement due to a material breach by Superleap that remains uncured within the applicable cure period, Superleap shall refund on a pro-rata basis, any prepaid subscription fees attributable to the unused portion of the subscription term following the effective date of termination.

9.7.4. For a period of 30 (thirty) days following expiry or termination, Superleap will retain the Customer Data. Within this period, subject to clearing of dues, the customer can:

a) transfer the Customer Data from the Customer’s account; or

b) request Superleap to keep the account active for a further mutually agreed period, subject to a mutually agreed additional fee.

c) Upon completion of the aforementioned period of 30 (thirty) days or such extended period as mutually agreed, whichever is later, Superleap will permanently delete all customer data available on the customer’s account without retaining any copy thereof unless necessary for compliance with any law for the time being in force.

9.7.5. If there are any dues as of the date of termination, Superleap will disable transfer of Customer Data until realization of dues. On receipt of payment, the process as per Clause 9.9 hereinabove in line with provisions as applicable herein this Agreement. Customer agrees that Superleap will not be liable to store or retain Customer Data after 30 days from the date of termination of this Agreement unless Customer makes payment for additional days in advance as per the fee prescribed by the Service Provider for such retention beyond 30 days and if Customer fails to make the advance payment before expiry of above said 30 days, Superleap may delete the Customer Data after the said period without incurring any liability for such deletion of Customer Data.

9.8. All terms hereof, the survival of which has been specifically provided for herein or which by their nature survive termination, shall survive the expiry or termination of this Master Subscription Agreement.

9.9. Transition

Upon expiry or termination of this Agreement, whether for cause, or due to an immediate termination event, the Service Provider shall provide reasonable transition assistance to the Customer to ensure continuity of services and minimize disruption till transition is complete subject to the condition that transition is completed within the termination notice period given to the Service Provider or within 30 days after the expiry of this Agreement. Customer agrees that Service Provider will only provide transition assistance and not the full-scale Services under this Agreement beyond the date of termination or expiry of this Agreement. Such assistance shall include, but not be limited to:

9.9.1. Orderly Handover of all Customer Data, configurations, documentation, reports, and other agreed materials necessary for the transition of services to the Customer only in a mutually agreed format;

9.9.2. Export and Transfer of Customer Data in a structured, commonly used, and machine- readable format, at no additional cost if termination is due to the Service Provider’s breach;

9.9.3. Support and Cooperation during a transition period of up to thirty (30) days following termination or expiry (or such longer period as may be mutually agreed in writing), including continued access to critical systems where needed;

9.9.4. Decommissioning and Data Deletion as provided under this Agreement and applicable laws, including data protection laws.

10. Indemnity

10.1. The Service Provider shall indemnify, defend, and hold harmless the Customer, its affiliates, and their respective officers, employees, and representatives (“Indemnified Parties”) from and against any claims, including third-party claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising solely out of:

10.1.1. infringement of third-party intellectual property rights by the Service Provider in connection with the Superleap Platform and its related services provided under this Agreement, except to the extent such claims arise from (i) Customer Data; (ii) specifications or integrations implemented at the Customer’s direction; or (iii) Customer-provided materials or instructions

10.1.2. material breach by the Service Provider of applicable laws in the course of delivering the Services, except such circumstances under which the material breach has been caused by the Customer itself and the Service Provider has inadvertently and negligently continued such breach and also except such breach caused by the Customer.

10.1.3. Superleap’s gross negligence, wilful misconduct, or fraudulent misrepresentation

10.2. The Customer shall indemnify, defend, and hold harmless the Service Provider, its affiliates, and their respective officers, employees, and representatives (“Indemnified Parties”) from and against any claims, including third-party claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising solely out of:

10.2.1. infringement of third-party intellectual property rights by the Customer including intellectual property rights in connection with collection, transmission, and processing of Customer Data being provided to Service Provider except to the extent such claims arise from unauthorized use and transmission of such Customer Data by the Service Provider;

10.2.2. material breach of this agreement by the Customer

10.2.3. Customer’s gross negligence, wilful misconduct, or fraudulent misrepresentation

10.3. The Parties shall promptly notify the other Party, as the case may be, in writing of any claim subject to indemnification:

10.3.1. To allow the other Party to assume sole control of the defence and settlement of the claim;

10.3.2. To provide reasonable assistance, at the other Party’s expense, in the defence of the claim.

10.3.3. The other Party shall not be liable for any settlement made without its prior written consent.

11. Limitation of Liability

11.1. EXCEPT AS PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR:

11.1.1. LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUE, LOSS OF REPUTATION IN EACH CASE WHETHER ACTUAL OR ANTICIPATED;

11.1.2. LOSS, THEFT OR CORRUPTION OF DATA; AND (III) ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS MASTER SUBSCRIPTION AGREEMENT OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND

11.2. SUBJECT TO THE EXCLUSIONS ABOVE AND SUBJECT TO THE EXCEPTIONS BELOW IN NO EVENT SHALL SERVICE PROVIDER'S CUMULATIVE LIABILITY HEREUNDER EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO SUPERLEAP IN THE 6 (SIX) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM PROVIDED, HOWEVER, THAT IN NO EVENT SHALL SUCH LIABILITY CAP BE LESS THAN THE TOTAL FEES PAYABLE FOR ONE (1) MONTHS OF SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM SERVICE PROVIDER'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF APPLICABLE LAWS, BREACH OF CONFIDENTIALITY, BREACH OF DATA PROTECTION CLAUSE OR INDEMNIFICATION OBLIGATIONS TAKEN BY SERVICE PROVIDER UNDER THIS AGREEMENT.

12. Export Control and Compliance in India

The parties acknowledge that all services and data provided under this Agreement are intended for use solely within India. Accordingly, no export control obligations are currently applicable. Should the scope of services or data transfer change in the future to involve cross-border activities, both parties agree to comply with all applicable Indian export control laws and regulations.

13. Anti-Corruption

13.1. During the term of this Agreement and for a period of two (2) years following its termination or expiration, neither Party shall, directly or indirectly, solicit for employment, engage, or hire any employee, consultant, or contractor of the other Party who has been involved in the performance of this Agreement, without the prior written consent of the other Party.

13.2. Each Party commits to conducting its business in a fair, ethical, and lawful manner at all times. Without limiting the generality of the foregoing, neither Party shall:

13.2.1. Engage in any dishonest, deceptive, misleading, or unfair trade practices;

13.2.2. Misuse, disclose, or exploit any confidential or proprietary information of the other Party;

13.2.3. Interfere with the business operations or contractual relationships of the other Party;

13.2.4. Use criminal force, assault, coercive, abusive, or any unlawful means and ways to influence any decision, action, or performance related to this Agreement.

13.3. Neither Party shall offer, give, solicit, or accept any gifts, hospitality, payments, or other benefits that could reasonably be perceived as creating a conflict of interest or as an attempt to obtain or confer an unfair business advantage.

13.4. Any breach of this Clause shall be deemed a material breach of this Agreement. Upon such breach, the aggrieved Party shall be entitled to seek all appropriate remedies available at law or in equity, including but not limited to injunctive immediate termination of this Agreement.

14. General Provisions

14.1. Force Majeure

Neither Party shall be held liable for any failure or delay in the performance of its obligations under this Agreement (other than obligations related to payment) to the extent such failure or delay is caused by Force Majeure Events or results from events beyond the reasonable control of such Party. The affected Party shall:

14.1.1. Promptly notify the other Party in writing of the occurrence of the Force Majeure Event and its expected duration;

14.1.2. Use reasonable efforts to mitigate the effects of such event and resume full performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than 30 consecutive days and materially affects the performance of services, the unaffected Party shall have the right to terminate this Agreement upon 30 days’ written notice without penalty. In such an event, the Service Provider shall refund the Customer on a pro-rata basis for any prepaid, unutilized portion of the subscription or services.

For clarity, service disruptions arising from foreseeable issues, subcontractor default, or third- party service provider failures (unless also affected by a Force Majeure Event) shall not constitute valid grounds for invoking Force Majeure.

14.2. Severability

If any provision of the Master Services Agreement, including any attached annexures, order form(s), or incorporated documents is held by a court of competent jurisdiction to be contrary to law or, for any reason, invalid, void, or unenforceable, the remainder of the provisions shall, to the extent practicable, remain in full force and effect, and parties will negotiate in good faith to amend such invalid, void, or unenforceable provision to give effect to the primary intended purpose of this Agreement hereto in accordance with applicable Indian laws.

14.3. Relationship Between the Parties

No joint venture, partnership, employment, or agency relationship is created between Superleap and Customer as a result of this Master Subscription Agreement or use of the Services.

14.4. Assignment

Neither Party may assign, delegate, or otherwise transfer this Agreement, or any of its rights or obligations hereunder, whether voluntarily, involuntarily, or by operation of law, including without limitation in connection with any merger, consolidation, reorganization, change of control, or sale of all or substantially all of its assets, without the prior written consent of the other Party.

Any attempted assignment or transfer in violation of this clause shall be null, void, and of no effect. In the event any party undergoes any merger, acquisition, change of control, or similar transaction, the commercial terms, pricing, and rates agreed under this Agreement shall remain unchanged and binding upon the successor or acquiring entity for the remainder of the Subscription Term (including any agreed renewal periods) unless otherwise mutually agreed in writing.

14.5. No Waiver

Any waiver by a party of a breach of this Master Subscription Agreement by the other party shall be specific and in writing and shall not operate as a waiver of any other or future breach under this Master Subscription Agreement.

14.6. Notice

Any notice or other communication required or permitted under this Master Subscription Agreement shall be given in writing to the other party via hand delivery, courier, or registered postal acknowledgement. Notices shall be effective upon receipt. However, notices pertaining to the use of the services, including overuse and payments, may be sent by email only to the address set out below. If the notice is directed to the Customer, it should include the Customer's Name, Address, and Email ID as specified in the Order Form.

If to Superleap:

Attn: Legal Department
Address: Mintiq Technologies Private Limited, Koramangala, Bengaluru, 560034
Email: legal@superleap.com

14.7. Governing Law and Dispute Resolution

14.7.1. All disputes, claims, or controversies arising out of or relating to this agreement or transactions contemplated hereby that are not resolved by mutual agreement shall be resolved through arbitration as provided under The Arbitration and Conciliation (Amendment) Act, 1996, as amended from time to time. The law governing this Agreement shall be the applicable laws of India.

14.7.2. The parties agree that the arbitration shall be before a sole arbitrator appointed through mutual agreement between the parties, failing which the sole arbitrator shall be appointed as per law. The juridical seat of arbitration shall be at New Delhi, India. The language of arbitration shall be English. The law governing the arbitration proceedings shall be Indian law, including the Arbitration and Conciliation (Amendment) Act, 1996, as amended from time to time. The decision of the arbitrator shall be final and binding on the parties. Subject to the above, the competent courts at New Delhi shall have exclusive jurisdiction over any dispute.

14.8. Entire Agreement

This Master Subscription Agreement, including its annexures and any additional Order Forms, modifications, or addenda that may be entered into from time to time, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Any additional or different terms set out in a purchase order or any future correspondence shall not be binding on Superleap. Any modification to an Order Form shall be in writing and mutually agreed to by the Parties.

14.9. Order Of Precedence

In the event of any conflict between this Master Subscription Agreement and the terms of an Order Form solely with respect to the specific commercial terms (such as service description, pricing, and service levels) expressly set forth in the Order Form, and in all other respects, the terms of this Agreement shall prevail.

14.10. Contact Information

You can contact us at legal@superleap.com