The following Software License Terms and Conditions (the “License Agreement” or the “Agreement”) apply to the agreement entered into by and between FinMet India Private Limited (hereinafter referred to as “Service Provider” or “FinMet”) and FinMet Clients (hereinafter referred to as the “Client”).

Each of FinMet and Client may be referred to individually as a “Party” and collectively as the “Parties”.

1. DEFINITIONS

   The following definitions apply to this Agreement:

   “Affiliates” means entities controlling, controlled by or under common control with Supplier.

   “Agreement” means the terms and conditions set out in this document (“Terms and Conditions”); the applicable ordering document (together with any renewal thereof); and Special Conditions (if any) agreed between FinMet and Client.

   “Charges” mean the fees payable by Client for the licensing of the Software as specified in the applicable ordering document.

   “Client” means entity specified as the Client on the applicable ordering document.

   “Client Data” means any content, materials, data and information that Client or FinMet (at the request of the Client) or their users input into the Software, as well as any content, materials, data or information (including but not limited to back-ups created by FinMet for the Client) that Client or their users generate by using the Software.

   “Confidential Information” means information of the other Party that is marked as confidential or that should be reasonably understood to be confidential. Such Confidential Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software source documents, data, customer lists, financial information, and sales and marketing plans or information which the receiving party knows or has reason to know is confidential, proprietary or trade secret information of the disclosing party.

   “Control” means an entity will be deemed to Control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

   “Documentation” means any and all then current FinMet standard documentation relating to the Software provided by FinMet from time to time, if any.

   “Fees” means the fees payable by Client to FinMet for Client’s use of the Software, as described in the Order Schedule.

   “Hosting Site” means the internet/connected hosting facility from which the system and software are accessed.

   “Intellectual Property Rights” means patents, inventions, trademarks, domain names, rights in know-how, trade secrets, copyrights, copyrights on software, computer programs, database rights, rights related to copyrights, and any other intellectual and industrial property rights, whether registered or not and including without limitation the right to amend and further develop the objects of those rights and the right to assign the rights to third parties.

   “License Term” means the period for which Client subscribes to the Software subject to payment of the Fees, as described in the Order Schedule.

   “Order Schedule” means the ordering documentation entered into by FinMet and Client substantially in the format specified in Exhibit A hereto, containing the pricing, license term and other specific terms and conditions applicable to the Software. The current Order Schedule is set out in Exhibit A.

   “Renewal Period” means each successive Twelve (12) months period following the expiry of the Initial Subscription Period as agreed by both the parties in the Software-as-a-Service agreement (SAAS).

   “Software” means the machine-readable (object code) then current version of the “DealMate” software made available by FinMet for licensing to the Client as part of Client’s purchase of or subscription to a Product.

   “Start Date” in respect of each Software licensed means the later of (a) the date specified as the date on which access to the Software is intended to start and (b) the actual date on which access to that Software is given.

   “Service Provider” means FinMet India Private Limited, a duly incorporated company under the provisions of Companies Act 2013, and having its registered office at Flat no.5, Sherly Rajan Road, Seep CHS ltd, Off Carter Road, Bandra, Mumbai-400050.

   “Term” in respect of each Software licensed comprises the Initial Subscription Period and any Renewal Period in relation to that Software.

   “Updates” mean any periodic Software releases, if any, for purposes of 1) providing minor enhancements and/or improvements, patches, fixes, or the like to the Software; or 2) resolving technological issues related to Client’s then-current Version of the Software.

   “User” means personnel of Client authorised by FinMet and Client to use the Software as more particularly specified in the applicable ordering document.

   “Version” means a new release of the Software (outside a point release) that includes a major revision, alteration, improvement, modification, or the like, to the current Software release.

2. ACCEPTANCE OF TERMS

   By installing, accessing, displaying, running, or otherwise using “DealMate" (hereinafter referred to as the “Software”), client acknowledges to having received, and read this agreement, understanding it, and agreeing to be bound by its full contents. Client also agrees that this agreement read in conjunction with the terms in Software-as-a-Service and Supporting services agreement (insofar applicable) is the complete and exclusive statement of agreement between FinMet and client.

   If client does not have the authority to enter into this agreement or in case client is not willing to comply with this agreement, client shall not install, access, display, run or use the software.

3. GRANT OF LICENSE

   3.1 License:

   In consideration of client’s continued compliance with the terms and conditions of this Agreement and payment of the applicable fee, this Agreement grants the client a revocable, limited (in scope and duration), non-exclusive, nontransferable license to access and make use of the “DealMate” Software for a period of Twelve (12) months from the date this agreement takes effect to permit the Client to access and use the Software solely for Client’s internal business purposes, subject to the terms of this Agreement and the Documentation.

   3.2 Restrictions:

   (a) Client shall not

   (i) sublicense, sell, re-license, rent, lease, transfer, assign, time-share or distribute the Software;

   (ii) modify, adapt, translate, reverse engineer, decompile, or disassemble the Software;

   (iii) circumvent any security or access control measures of the Software;

   (iv) remove or alter any proprietary notices or labels on the Software;

   (v) use the Software in violation of any Usage Restrictions and/or the license granted;

   (vi) not use for any purpose other than Client’s internal business purposes.

   (b) FinMet shall perform deployment and implementation services to Client in order to enable Client to access and use the Software, for the payment of Fees as specified in the Agreement. If the Client elects to have any additional services from FinMet, fees for such additional services will be agreed by the Parties.

   (c) The Parties agree that FinMet shall be entitled to in its sole discretion and without any liability, to suspend or delay the access:

   (i) to the Software / Support Services in the event of a breach or likely breach by the Client or

   (ii) a breach / likely breach to the security infrastructure of the Software

   (iii) the security of Client Data (in the opinion of FinMet) of any term of this Agreement / Documentation / applicable laws including any non-payment of Fees.

   FinMet may resume access once the breach is cured or FinMet may terminate this Agreement citing material breach by the Client, in the event that such breach is not cured within Ten (10) days of notice.

4. INTELLECTUAL PROPERTY RIGHTS

   The System, Software, Documentation, FinMet Content and accompanying materials, if any (collectively the “Materials”), embody valuable confidential and proprietary information, and constitute the intellectual property of FinMet or of third parties from whom FinMet has obtained rights to use certain portions contained therein. Client shall maintain strict confidence and shall not remove or modify or disclose the materials. This agreement transfers Client no right, title or interest in, and Client does not acquire any rights, express or implied in, the Materials.

5. WARRANTY DISCLAIMER

   EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, DOCUMENTATION, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY FINMET TO CLIENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE STATED IN THIS LICENSE AGREEMENT, FINMET MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

6. INDEMNIFICATION

   6.1 Client shall indemnify, defend and hold FinMet harmless, to the fullest extent permitted under applicable laws, against

   (i) claims brought against FinMet by any third party alleging that Client Data constitutes an infringement or misappropriation of such third party’s rights; and

   (ii) losses, liabilities, claims incurred or suffered by Client, which arises solely and directly attributable out of, results from Client’s breach of the intellectual property rights of FinMet.

   (iii) any loss / expenses incurred by FinMet on account of (a) a breach by the Client of any terms of this Agreement including any improper use of the Software; (b) breach by the Client of any applicable laws; and/or (c) negligence, misconduct or fraud on the part of the Client.

   In the occurrence of any of the aforementioned instances resulting in a claim against FinMet, the Client will be liable to pay the damages finally awarded against FinMet or any amount of settlement agreed by FinMet. The indemnification obligations of the Client shall survive for a period of One (1) year from the date of expiry/termination of the Agreement.

   6.2 Notwithstanding anything herein to the contrary, under no circumstances and regardless of the nature of any claim shall a Party (or such Party’s Affiliates) be liable to the other Party or the other Party’s Affiliates or any other person or entity under this Agreement for an amount of damages in excess of the Fees paid for the applicable service in the twelve (12) month period preceding the date of the incident giving rise to liability. The indemnification obligations of FinMet shall survive for a period of One (1) year from the date of expiry/termination of the Agreement.

7. LIMITATION OF LIABILITY

   7.1 To the maximum extent permitted by law, FinMet shall not be liable for any indirect, incidental, consequential, special, or exemplary damages, including damages for lost profits, lost data, or business interruption, arising out of or related to your use or inability to use the software, even if FinMet has been advised of the possibility of such damages.

   7.2 FinMet will not be responsible to the extent that the Software fails to perform due to one or more of the following:

   (a) the malfunction of software not provided by FinMet

   (b) the malfunction of hardware,

   (c) Client’s negligence or fault,

   (d) Client’s failure to follow the instructions set forth in the Documentation,

   (e) material changes in the operating environment not authorized by FinMet,

   (f) modifications to or changes in the Software not made/suggested by FinMet or

   (g) Client’s failure to implement and maintain a proper and adequate backup and recovery system for the Software and associated files.

   If FinMet discovers that a failure is caused by one of the above, FinMet reserves the right to charge Client for its work in investigating such failure. At Client’s request and at a fee to be agreed upon, FinMet will thereafter assist Client in resolving such failure. It is Client’s responsibility to develop and implement a proper and adequate backup and recovery system.

   7.3 None of the terms of this Agreement shall operate to:

   (a) exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier or its Affiliates or the appointed agents or employees of FinMet or its Affiliates whilst acting in the course of their employment; or

   (b) affect statutory rights where this Agreement is entered into as a consumer transaction.

   7.4 Except for claims relating to non-payment of the Charges or improper use of the Software, no claim regardless of form which in any way arises out of this Agreement may be made, nor action based upon such claim brought, by either party to this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.

8. TERM AND TERMINATION

   8.1 This agreement shall be effective from the start date and shall be valid for a period of Twelve (12) months until unless terminated sooner in accordance with provisions of this agreement.

   8.2 Either Party shall be entitled to terminate this agreement by giving the other Party One (1) month written notice with or without assigning any reason, without prejudice and subject to the rights, claims and liabilities already in existence and created at such time of termination.

   8.3 FinMet may terminate this agreement immediately in event of any breach of or non-compliance with any covenants/undertakings of this agreement and such breach/non-compliance remaining uncured for a period of One (1) Month from communication of such breach/non-compliance.

   8.4 Each of the following shall constitute a default:

   (a) Client’s failure to pay any undisputed sum due hereunder;

   (b) a party’s failure to perform any of its obligations hereunder; or

   (c) a party making a representation or warranty that is materially false or misleading when made.

   8.5 Notwithstanding anything else, (i) with respect to a default under Clause 8.4(a), upon Client’s failure to cure such default within One (1) Month after written notice of default, or (ii) with respect to all other defaults, upon the either party’s failure to cure such default within One (1) Month after written notice of default, either party (as applicable) may take any or all of the following actions:

   (a) terminate this Agreement and/or access to any of the Services upon written notice,

   (b) declare all amounts due to be immediately due and payable, and/or

   (c) exercise any of its other rights or remedies hereunder and under applicable law (except to the extent expressly excluded hereunder).

   In addition, either party may terminate upon written notice to the other party hereto in the event that:

   (i) such other party becomes insolvent, liquidated or dissolved without a successor; or

   (ii) a receiver or trustee is appointed for all, or substantially all, of the property or assets of such other party in bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days.

   In the event that Client elects to terminate this Agreement prior to the expiration of its then current term, and such termination is not permitted by this Agreement, then FinMet shall not be obligated to refund any portion of the fees already paid by Client for the then-current term. The remedies contained in this Clause 8 are cumulative and in addition to all other rights and remedies available hereunder, by operation of law, or otherwise, except as expressly excluded hereunder. The termination of the Agreement for any reason shall not affect or impair any rights, obligations or liabilities of either party that may accrue prior to such termination or that, under the terms of the Agreement, continue after termination.

   8.6 Upon termination of the Agreement for any reason:

   (a) Client shall immediately pay FinMet all outstanding amounts due and shall return copies of all Documentation or other Materials;

   (b) all services availed by FinMet under this Agreement shall be discontinued;

   (c) no Party hereto shall be relieved from any liability for a breach of this Agreement prior to such expiration or termination;

   8.7 Clauses 6 (Liability), 9 (Confidentiality), 10 (Governing Law and Jurisdiction) and 11.5 (Dispute Resolution) of this Agreement shall survive the expiration or termination of this Agreement.

9. CONFIDENTIALITY

   9.1 Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other Party shall remain the property of the Discloser and shall contain any and all confidential or proprietary notices or legends which appear on the original.

   With respect to the Confidential Information of the other, each Party

   (a) shall take all Reasonable Steps (defined below) to keep all Confidential Information strictly confidential; and

   (b) shall not disclose any Confidential Information of the other to any person other than individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein.

   As used herein “Reasonable Steps” means those steps the Recipient takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either Party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. If the Recipient is compelled by law or legal process to disclose Confidential Information of the Discloser, it shall provide the Discloser with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s expense, if the Discloser wishes to contest the disclosure.

   9.2 The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that:

   (a) can be shown to have been independently developed by the Recipient without reference to the Discloser’s Confidential Information, or can be shown to have been lawfully received free of restriction from a third party having the right to furnish such Confidential Information;

   (b) has become generally available to the public without breach of this Agreement by the Recipient;

   (c) at the time of disclosure, can be shown to have been known to the Recipient free of restriction; or

   (d) the Discloser agrees in writing is free of such restrictions.

   9.3 The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.

10. GOVERNING LAW

    All/any disputes between the parties in respect of any issues under this Agreement and arising/relating to this Agreement shall be governed by and construed in accordance with the laws of India and the parties hereto irrevocably submit to the exclusive jurisdiction of the Courts in Mumbai to try any suit, proceedings in connection therewith/in that behalf.

11. MISCELLANEOUS

    11.1 Entire Agreement: These Terms and Conditions together with the Letter of Engagement and Software-as-a-Service agreement (whichever is applicable) constitute the entire agreement between FinMet and Client regarding the Software and supersede all prior or contemporaneous agreements, understandings, and communications with respect to the subject matter hereof.

    11.2 Amendment: FinMet may amend these Terms at any time by posting the amended Terms on its website or within the Software. Client’s continued use of the Software after such amendments constitutes their acceptance of the amended Terms.

    11.3 Severability: In the event that any one or more of the provisions contained in this Agreement be held to be invalid or unenforceable in any respect by a court or arbitrator, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

    11.4 Waiver: If either Party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.

    11.5 Dispute Resolution: Except for the right of either Party to apply to a court of competent jurisdiction for an injunction or other equitable relief available under applicable law to preserve the status quo or prevent irreparable harm pending the selection and confirmation of a panel of arbitrators, any controversy, claim or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Mumbai, India, in accordance with the India Arbitration and Conciliation Act, 1996 or any statutory modification or re- enactment thereof. The award rendered by the arbitrators shall be fully binding on the Parties and may be entered in any court having jurisdiction thereof for the purpose of enforcement. Arbitration shall be conducted in English language only by a panel of three (3) members, one member selected by FinMet, one member selected by Client and the third member, who shall be chairperson, selected by agreement between the other two (2) members. The chairperson shall be a qualified legal professional, and the other arbitrators shall have a background or training in computer law, computer science, or marketing of computer industry products. The arbitrators shall have the authority to grant injunctive relief in a form substantially similar to that which would otherwise be granted by a court of law. The Parties agree that the arbitration proceedings and the outcome shall be kept strictly confidential.

    11.6 Force Majeure: Any delay or non-performance of any provision of this Agreement caused by acts of God or conditions beyond the reasonable control of the performing Party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

    11.7 Notice: Any notice or notification in connection with this Agreement shall be in writing and any notice or other written communication pursuant hereto shall be signed by the party issuing the same and shall be addressed to the FinMet or the client at their respective addresses mentioned hereinabove or to such other address as the concerned party may inform the other party in accordance with the provisions of this clause. Any notice issued by FinMet addressed to the Client and which has been put in the mail shall be deemed by that act alone to have been duly serviced on the Client.

    11.8 Modifications: The parties agree that this License Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.

    11.9 Compliance with Laws: Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under this License Agreement.