Zauba Cloud Customer Agreement

This Zauba Cloud Customer Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between Zauba Technologies & Data Services Private Limited ("Zauba," "we," "us," or "our"), having its registered office at WeWork Galaxy, No 43, Residency Road, Bangalore - 560025, India, and you or the entity you represent ("you" or "your"). This Agreement takes effect when you create an account on the Site by filling up the Sign Up form or, if earlier, when you use any of the Service Offerings (the "Effective Date"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalised terms used in this Agreement.

1. Use of the Service Offerings.

1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements and Service Terms apply to certain Service Offerings. See Annexure A below for Service Level Agreements and Annexure B for Service Terms. You will comply with the terms of this Agreement and all Zauba Cloud, rules, and regulations applicable to your use of the Service Offerings.

1.2 Your Account.To access the Services, you must have an Zauba Cloud account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address.

1.3 Third-Party Content.Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

2. Changes.

2.1 To the Service Offerings.We or our affiliates may change or discontinue any or all of the Service Offerings or change or remove functionality of any or all of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.

2.2 To the APIsWe or our affiliates may change or discontinue any APIs for the Services from time to time. For any discontinuation of or material change to an API for a Service, we will use commercially reasonable efforts to continue supporting the previous version of such API for 12 months after the change or discontinuation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) would cause us to violate the law or requests of governmental entities).

2.3 To the Service Level Agreements.We may change, discontinue or add Service Level Agreements from time to time in accordance with Section 12.

3. Security and Data Privacy.

3.1 Zauba Cloud Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.

3.2 Data Privacy. You may specify regions in which Your Content will be stored. You consent to the storage of Your Content in, and transfer of Your Content into, the regions you select. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. We will not (a) disclose Your Content to any government or third party or (b) subject to Section 3.3, move Your Content from the regions selected by you; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your Account Information in accordance with the Privacy Policy, and you consent to such usage. The Privacy Policy does not apply to Your Content.

3.3 Service Attributes. To provide billing and administration services, we may process Service Attributes in the region(s) where you use the Service Offerings and the regions in India. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.

4. Your Responsibilities.

4.1 Your Accounts.Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.

4.2 Your Content.You will ensure that Your Content and your and End Users, use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

4.3 Your Security and Backup.You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.

4.4 Log-In Credentials and Account Keys.Zauba Cloud console log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

4.5 End Users. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

5. Fees and Payment.

5.1 Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment or if your account was registered in the last 12 months or any other criteria as determined by us. We will invoice you from our registered office at the address of your establishment (as registered with the tax authorities, if applicable) receiving the Services in accordance with the applicable indirect tax lZauba Cloud. You will pay us the applicable fees and charges for use of the Service Offerings as described on the Site using one of the payment methods we support. Payment will be due within 30 days from the date of our invoice or as per the due date mentioned in the invoice. All amounts payable by you under this Agreement will be paid to us without setoff, or counterclaim, and without any deduction, or withholding unless required by law. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments. You acknowledge that Zauba Cloud may display the applicable fees and charges for the Service Offerings on the Site in USD (or such other currency as Zauba Cloud may deem fit). However, Zauba Cloud will invoice you in INR calculated and converted in accordance with the conversion rate determined by us on the date of invoice ("INR Equivalent Fees") if you are based in India and invoice you in USD if you are located in any other country outside India. If the Invoice currency is INR, you will only be liable to pay the INR Equivalent Fees indicated in each invoice.

5.2 Taxes.All fees and charges payable under this Agreement will be exclusive of applicable national, state or local Indirect taxes ("Taxes") that Zauba Cloud is legally obligated to charge under the applicable lZauba Cloud. For the purpose of this clause, GST will include the Central Goods and Services Tax ("Central Tax"), the State Goods and Services Tax ("State Tax"), the Union Territory Goods and Services Tax ("UT Tax"), the Integrated Goods and Services Tax ("Integrated Tax") as may be applicable. The Taxes charged by Zauba Cloud will be stated in the invoice pursuant to applicable Zauba Cloud. Zauba Cloud may charge and you will pay any applicable Taxes, which are stated separately on the invoice. As per the statutory requirement under GST, if you are based in India or the registered address of your company is in India or you are liable to pay GST as per regulations, you will provide all necessary information such as the correct GST registered address, legal name and GSTIN ("GST Information") in order for Zauba Cloud to issue correct GST invoices as per the applicable legal requirements. In the event, the GST invoice is incorrect, you will inform us in a timely manner, to enable Zauba Cloud to correct the GST tax invoice. Zauba Cloud will determine the place of supply for the Services based on the GST Information provided by you and accordingly, charge GST (CGST and SGST/UTGST or IGST) on its invoice. Any withholding taxes that may be applicable to the fees and charges payable to us are for our account. You will pay the fees and charges in our invoice in full (gross) without applying any withholding taxes. If you separately deposit applicable withholding taxes on such fees and charges to the applicable government treasury and issue us a withholding tax certificate evidencing such deposit, following receipt of the withholding tax certificate in original form, we will reimburse to you an amount equal to the taxes that are evidenced as deposited.

6. Temporary Suspension.

6.1 Generally.We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:

(a) your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other Zauba Cloud or Zauba Cloud customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;

(b) you are, or any End User is, in breach of this Agreement

(c) you are in breach of your payment obligations under Section 5; or

(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:

(a) you remain responsible for all fees and charges you incur during the period of suspension; and

(b) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

7. Term; Termination.

7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2.

7.2 Termination.(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our or our affiliates' relationship with a third-party partner who provides software or other technology we or our affiliates use to provide the Service Offerings expires, terminates or requires us or our affiliates to change the way we provide the software or other technology as part of the Services, or (C) in order to comply with the law or requests of governmental entities.

7.3 Effect of Termination.

(a) Generally. Upon the Termination Date:

(i) except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b);

(iii) you will immediately return or, if instructed by us, destroy all Zauba Cloud Content in your possession; and

(iv) Sections 4.1, 5, 7.3, 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms.

(b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following the Termination Date:

(i) we and our affiliates will not take action to remove from the Zauba Cloud systems any of Your Content as a result of the termination; and

(ii) we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement. For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5.

8. Proprietary Rights.

8.1 Your Content.Except as provided in this Section 8, we and our affiliates obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and any End Users.

8.2 Adequate Rights.You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.

8.3 Service Offerings License.We or our affiliates or licensors own all right, title, and interest in and to the Service Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, nontransferrable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use the Zauba Cloud Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.3, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Some Zauba Cloud Content and Third-Party Content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to the Zauba Cloud Content or Third-Party Content that is the subject of such separate license.

8.4 License Restrictions.Neither you nor anEnd User will use the ServicOfferings in any manner or for any purpose other than as expressly permitteby this Agreement. Neither you nor any End User will, or will attempt to (amodify, distribute, alter, tamper with, repair, or otherwise create derivativworks of any Content included in the Service Offerings (except to the extenContent included in the Service Offerings is provided to you under separate license that expressly permits the creation of derivative works), (breverse engineer, disassemble, or decompile the Service Offerings or applany other process or procedure to derive the source code of any softwarincluded in the Service Offerings (except to the extent applicable law doesn’allow this restriction), (c) access or use the Service Offerings in a waintended to avoid incurring fees or exceeding usage limits or quotas, or (dresell or sublicense the Service Offerings. You may only use the Marks iaccordance with the Trademark Use Guidelines. You will not misrepresent oembellish the relationship between us and you (including by expressing oimplying that we support, sponsor, endorse, or contribute to you or youbusiness endeavors). You will not imply any relationship or affiliation betweeus and you except as expressly permitted by this Agreement.

8.5 Suggestions.If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us or our affiliates any assistance we require to document, perfect, and maintain our rights in the Suggestions.

9. Indemnification.

9.1 General.You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Zauba Cloud account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law (including submission of any incorrect or inaccurate GST Information) by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party summons or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

9.2 Intellectual Property.

(a) Subject to the limitations in this Section 9, Zauba Cloud will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(b) Subject to the limitations in this Section 9, you will defend Zauba Cloud, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(c) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, Zauba Cloud will have no obligations or liability arising from your or any End User’s use of the Services after Zauba Cloud has notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

(d) For any claim covered by Section 9.2(a), Zauba Cloud will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

9.3 Process.The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

10. Disclaimers.

THE SERVICE OFFERINGS ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED,WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

11. Limitations of Liability.

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE.

12. Modifications to the Agreement.

We may modify this Agreement (including any Policies) at any time by posting a revised version on the Site or by otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least 90 days’ advance notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the 90-day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the end of this Agreement.

13. Miscellaneous.

13.1 Assignment.You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2 Entire Agreement.This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement (but does not supersede prior commitments to purchase Services). We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

13.3 Force Majeure.We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. The Zauba Cloud of India, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us.

13.5 Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by Zauba Cloud or our affiliates will be resolved by binding arbitration by a sole arbitrator appointed by Zauba Cloud, rather than in court. The decision and award determined by such arbitration will be final and binding upon the parties. Court review of an arbitration award is limited. The arbitration will be conducted in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996, as may be in force from time to time. The arbitration proceedings will be conducted in English, and the seat of the arbitration will be Bengaluru. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

13.6 Trade Compliance. . In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control lZauba Cloud and regulations, including all such Zauba Cloud and regulations that apply to a U.S. company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the region in which any of the foregoing occur. You represent that you and the entities that own or control you, and the financial institutions used to pay Zauba Cloud under this Agreement, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

13.7 Independent Contractors; Non-Exclusive Rights.We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

13.8 Language.All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

13.9 Confidentiality and Publicity.You may use Zauba Cloud Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Zauba Cloud Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Zauba Cloud Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings.

13.10 Notice.

(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us. To give us notice under this Agreement, you must contact Zauba Cloud by personal delivery, overnight courier or registered or certified mail to Zauba Technologies and Data Services Private Limited, WeWork Galaxy, No 43, Residency Road, Bangalore 560010. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective 3 business days after they are sent.

13.11 No Third-Party Beneficiaries; Affiliates.Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. You acknowledge and agree that our rights and obligations under this Agreement may be exercised or performed by one or more of our affiliates.

13.12 No Waivers.The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.13 Severability.If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

14. Definitions.

"Acceptable Use Policy" means the policy under Annexure C of this agreement (and any successor or related locations designated by us), as it may be updated by us from time to time.

"Account Information" means information about you that you provide to us in connection with the creation or administration of your Zauba Cloud account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Zauba Cloud account.

"API” means an application program interface.

"Zauba Cloud Confidential Information" means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Zauba Cloud Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Zauba Cloud Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Zauba Cloud Confidential Information.

"Zauba Cloud Content" means Content we or any of our affiliates make available in connection with the Services or on the Site to allow access to and use of the Services, including APIs, WSDLs; Documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Zauba Cloud Content does not include the Services or Third-Party Content.

"Content" means software (including machine images), data, text, audio, video, or images.

"Documentation" means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located on Zauba Cloud website (and any successor or related locations designated by us), as such user guides and admin guides may be updated from time to time.

"End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own Zauba Cloud or Zauba Cloud account, rather than under your account.

"Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

"Marks" means any trademarks, service marks, service or trade names, logos, and other designations of Zauba Cloud and its affiliates that we may make available to you in connection with this Agreement.

"Policies" means the Acceptable Use Policy, Privacy Policy, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the Zauba Cloud Content and on the Site, and any other policy or terms referenced in or incorporated into this Agreement but does not include whitepapers or other marketing materials referenced on the Site.

"Privacy Policy" means the privacy policy under Annexure D of this agreement (and any successor or locations designated by us), as it may be updated by us from time to time.

"Service" means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content.

"Service Attributes" means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.

"Service Level Agreement" means all service level agreements that we offer with respect to the Services and post on the Site, as they may be updated by us from time to time. The service level agreements we currently offer with respect to the Services are under Annexure A (and any successor or related locations designated by us), as may be updated by us from time to time.

"Service Offerings" means the Services (including associated APIs), the Zauba Cloud Content, the Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third Party Content.

"Service Terms" means the rights and restrictions for particular Services under Annexure B (and any successor or related locations designated by us), as they may be updated by us from time to time.

"Site" means https://zauba.cloud (and any successor or related locations designated by us), as may be updated by us from time to time.

"Site Terms" means the terms of use under Annexure E (and any successor or related locations designated by us), as may be updated by us from time to time.

"Suggestions" means all suggested improvements to the Service Offerings that you provide to us.

"Term" means the term of this Agreement described in Section 7.1.

"Termination Date" means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

"Third-Party Content" means Content made available to you by any third party on the Site or in conjunction with the Services.

"Trademark Use Guidelines" means the guidelines and trademark license as part of Zauba Site Terms below.

"Your Content" means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Zauba Cloud account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in Zauba MySQL Service. Your Content does not include Account Information.

Annexure A

Zauba Managed MySQL Service Level Agreement

This Zauba Managed MySQL Service Level Agreement ("SLA") is a policy governing the use of the Zauba Cloud MySQL Service ("ZMS") under the terms of the Zauba Cloud Customer Agreement (the "Zauba Cloud Agreement") between Zauba Technologies and Data Services Private Limited. and its affiliates ("Zauba Cloud", "us" or "we") and users of Zauba Cloud services ("you"). This SLA applies separately to each account using Zauba MySQL Service. Unless otherwise provided herein, this SLA is subject to the terms of the Zauba Cloud Agreement and capitalized terms will have the meaning specified in the Zauba Cloud Agreement. We reserve the right to change the terms of this SLA in accordance with the Zauba Cloud Agreement.

Service Commitment

Zauba Cloud will use commercially reasonable efforts to make database instances available with a Monthly Uptime Percentage (defined below) of at least 99.95% during any monthly billing cycle (the "Service Commitment"). In the event Zauba Cloud MySQL Service does not meet the Monthly Uptime Percentage commitment, you will be eligible to receive a Service Credit as described below.

Definitions

"Monthly Uptime Percentage" for a given database instance is calculated by subtracting from 100% the percentage of 1 minute periods during the monthly billing cycle in which the database instance was "Unavailable". If you have been running that database instance for only part of the month, your database instance is assumed to be 100% available for the portion of the month that it was not running. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Zauba Cloud MySQL Service SLA Exclusion (defined below).

"Unavailable" means that all connection requests to the running database instance fail during a 1 minute period.

A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.

Service Credits

Service Credits are calculated as a percentage of the charges paid by you for the database instances that did not meet the Monthly Uptime Percentage commitment in a billing cycle in accordance with the schedule below.

Monthly Uptime Percentage Service Credit Percentage
Less than 99.95% but equal to or greater than 99.0% 10%
Less than 99.0% 25%

We will apply any Service Credits only against future Zauba Cloud MySQL Service payments otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the unavailability occurred. Service Credits will not entitle you to any refund or other payment from Zauba Cloud. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Zauba Cloud Agreement, your sole and exclusive remedy for any unavailability or non-performance or other failure by us to provide Zauba MySQL Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you will need to submit a claim by sending an email to service.credit@zauba.cloud. To be eligible, the credit request must Monthly Uptime Percentage Service Credit Percentage Less than 99.95% but equal to or greater than 99.0% 10% Less than 99.0% 25% be received by us by the end of the second billing cycle after which the incident occurred and must include:

i. the words "SLA Credit Request" in the subject line;

ii. the dates and times of each Unavailability incident you are claiming;

iii. the DB Instance IDs and the Regions of the affected database instances; and

iv. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which the request occurred. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

Zauba MySQL Service SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Zauba MySQL Service, or any other Zauba MySQL Service performance issues:

(i) that result from a suspension described in Section 6.1 of the Zauba Cloud Agreement;

(ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Zauba MySQL Service;

(iii) that result from any voluntary actions or inactions from you or any third party (e.g., rebooting a database instance, misconfiguring ingress rules, misconfiguring MySQL settings, or credential settings, etc.);

(iv) that result from instances belonging to developer instance classes;

(v) that result from you not following the basic operational guidelines described in the Zauba Cloud MySQL Service User Guide (e.g., overloading a database instance to the point it is inoperable, creating excessively large number of tables that significantly increase the recovery time etc.);

(vi) caused by underlying database engine software that lead to repeated database crashes or an inoperable database instance;

(vii) that result in long recovery time due to insufficient IO capacity for your database workload;

(viii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or

(ix) that result from any maintenance as provided for pursuant to the Zauba Cloud Agreement; or

(x) arising from our suspension and termination of your right to use Zauba Cloud MySQL Service in accordance with the Zauba Cloud Agreement (collectively, the "Zauba MySQL Service SLA Exclusions").

If availability is impacted by factors other than those explicitly used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

Annexure B

Service Terms

The following Service Terms apply only to the specific Services to which the Service Terms relate. In the event of a conflict between the terms of these Service Terms and the terms of the Zauba Cloud Customer Agreement or other agreement with us governing your use of our Services (the "Agreement"), the terms and conditions of these Service Terms apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

1. Universal Service Terms (Applicable to All Services)

1.1. You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, "Your Content" includes any "Company Content" and any "Customer Content". As part of the Services, you may be allowed to use certain software (including related documentation) provided by us, our affiliates, or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.

1.2. You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted by us or our affiliates and updated from time to time on the Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted by us or our affiliates and updated from time to time on the Site.

1.3. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us or our affiliates to verify your compliance with the Agreement. We and our affiliates may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us or our affiliates to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.

1.4. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) ("Prohibited Content"), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we or our affiliates may remove or disable access to the Prohibited Content or suspend the Services to the extent we or our affiliates are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we or our affiliates may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, or as required to comply with any applicable law or any judicial, regulatory or other governmental order or request. In the event that we or our affiliates remove content without prior notice, we will provide prompt notice to you unless prohibited by law.

1.5. From time to time, we may offer free or discounted pricing programs covering certain usage of the Services (each, a "Special Pricing Program"). We may stop accepting new sign-ups or discontinue a Special Pricing Program at any time. Standard charges will apply after a Special Pricing Program ends or if you exceed the limitations by the Special Pricing Program. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for the Special Pricing Program as described in the offer terms for the Special Pricing Program or on the pricing page for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., establishing multiple Zauba Cloud accounts in order to receive additional benefits under a Special Pricing Program), and we may immediately terminate your account if you do so. Any data stored or instances provided as part of a Special Pricing Program must be actively used.

1.6. If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.

1.7. You will ensure that all information you provide to us via the Site (for instance, information provided in connection with your registration for the Services, requests for increased usage limits, etc.) is accurate, complete and not misleading.

1.8. From time to time, we or our affiliates may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings ("Maintenance"). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

1.9. If your Agreement does not include a provision on Zauba Cloud Confidential Information, and you and Zauba Cloud do not have an effective non-disclosure agreement in place, then you agree that you will not disclose Zauba Cloud Confidential Information (as defined in the Zauba Cloud Customer Agreement), except as required by law.

1.10. Beta Service Participation

1.10.1. This Section describes the additional terms and conditions under which you may access and use certain features, technologies and services made available to you by us or our affiliates that are not yet generally available, including, but not limited to, any products, services, or features labeled "beta", "preview", "pre-release", or "experimental" (each, a "Beta Service") or access and use Service Offerings available in regions that are not generally available, including, but not limited to, any regions identified by us or our affiliates as "beta", "preview", "pre-release", or "experimental" (each, a "Beta Region”).

1.10.2. During the term of the applicable Beta Service or Beta Region (as specified by us or our affiliates), you may: (a) access and use the Beta Service or Service Offerings in any Beta Region solely for internal evaluation purposes; and (b) install, copy, and use any related Zauba Cloudd Content that may be provided to you by us or our affiliates in connection with the Beta Service or Service Offerings in any Beta Region ("Beta Materials") solely as necessary to access and use the Beta Service or Service Offerings in any Beta Region in the manner permitted by this Section.

1.10.3. You agree not to allow access to or use of any Beta Service, Service Offerings in any Beta Region or Beta Materials by any third party other than your employees and contractors who (i) have a need to use or access the Beta Service, Service Offerings in the Beta Region or Beta Materials in connection with your internal evaluation activities, and (ii) have executed written non-disclosure agreements obligating them to protect the confidentiality of non-public information regarding the Beta Service, Beta Region and Beta Materials.

1.10.4. You must comply with all policies and guidelines related to any Beta Service or Beta Region as posted on the Site or otherwise made available to you, including the Privacy Policy, Acceptable Use Policy, the Service Terms, and any additional terms and conditions for a specific Beta Service or Beta Region. We or our affiliates may add or modify restrictions, including lowering or raising any usage limits, related to access to or use of any Beta Service, Service Offerings in any Beta Region or Beta Materials at any time. If requested by us or our affiliates, you will promptly increase or decrease your usage of the applicable Beta Service, Service Offerings in a Beta Region or Beta Materials to the levels that we or our affiliates may specify. Service Level Agreements do not apply to Beta Services or any Services Offerings in Beta Regions.

1.10.5. We may suspend or terminate your access to or use of any Beta Service or Service Offerings in any Beta Region at any time and for any reason. We may at any time cease providing any or all of any Beta Service or any Service Offering in a Beta Region in its sole discretion and without notice. Beta Services and Services Offerings in Beta Regions also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance. We will use reasonable efforts to notify you in advance of scheduled maintenance, but we are unable to provide advance notice of unscheduled or emergency maintenance.

1.10.6. In consideration of being allowed to access and use a Beta Service or Service Offering in a Beta Region, you agree to provide us with information relating to your access, use, testing, or evaluation of the Beta Service, Service Offerings in the Beta Region or any related Beta Materials, including observations or information regarding the performance, features and functionality of the Beta Service or any related Beta Materials as applicable, when and in the form reasonably requested by us ("Test Observations"). We will own and may use and evaluate all Test Observations for our own purposes. You will not use any Test Observations except for your internal evaluation purposes of the Beta Service or Beta Region.

1.10.7. Each individual Beta Service and Service Offering in a Beta Region will automatically terminate upon the release of a generally available version of the applicable Beta Service or Service Offering in a Beta Region or upon notice of termination by us. Notwithstanding anything to the contrary in the Agreement or these Services Terms, either you or we may terminate your participation in a Beta Service or Service Offering in a Beta Region at any time for any reason upon notice to the other party. Notwithstanding anything to the contrary in the Agreement, after the conclusion of your participation in a Beta Service or Service Offering in a Beta Region for any reason, (a) you will not have any further right to access or use the applicable Beta Service or Service Offering in the Beta Region and Beta Materials; (b) your Content used in the applicable Beta Service or Service Offering in the Beta Region may be deleted or inaccessible; and (c) you will immediately return or, if instructed by us or our affiliates, destroy all Beta Materials or any other Zauba Cloud Confidential Information related to the applicable Beta Service, Service Offering in any Beta Region or Beta Materials. If Zauba Cloud releases a generally available version of a Beta Service or a Service Offering in a Beta Region, your access to and use of the generally available version will be subject to the Agreement and any separate Section of these Service Terms as may be specified for that generally available Service Offering. If any Beta Region becomes generally available, your access to and use of Service Offerings in the generally available region will be subject to the terms and conditions applicable to that region. We and our affiliates do not guarantee that any Beta Service or Service Offering in any Beta Region will ever be made generally available, or that any generally available version will contain the same or similar functionality as the version made available by us or our affiliates during the term of the Beta Service or Beta Region, as applicable. We and our affiliates do not guarantee that any Beta Region will become generally available.

1.10.8. Beta Materials, Test Observations, Suggestions concerning a Beta Service or Beta Region, or any other information about or involving (including the existence of) any Beta Service or Beta Region are considered Zauba Cloud Confidential Information. You will not disclose (including, but not limited to, in a press release or public statement) any Beta Materials, Test Observations, Suggestions concerning a Beta Service, or any other information about or involving (including the existence of) any Beta Service, except as agreed by Zauba Cloud in writing.

1.10.9. ADDITIONAL WARRANTY DISCLAIMERS. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, WE OR OUR AFFILIATES ARE PROVIDING THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS AND BETA MATERIALS TO YOU "AS IS." AISPL AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES, SERVICE OFFERINGS IN BETA REGIONS, BETA REGIONS AND BETA MATERIALS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, AISPL AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. AISPL'S AND ITS AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THE AGREEMENT FOR THE BETA SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

1.10.10. Because the Beta Services and Materials involve features, technologies and services that are not yet generally available, you acknowledge that any violation of this Section 1.10 could cause irreparable harm to us or our affiliates for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that we and our affiliates will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this Section 1.10.

1.11. You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark Test”) of the Service Offerings; provided, however, that you may not, and may not direct or permit third-parties to, disclose results or data produced from any Benchmark Test of a Service Offering, unless: (a) such disclosure includes all information necessary for us, our affiliates or any third-party to completely and accurately replicate the Benchmark Test; (b) you permit us or our affiliates to perform Benchmark Tests of your products or services and to disclose results or data produced from such Benchmark Tests, provided that such disclosure includes all information necessary for you or any third-party to completely and accurately replicate the Benchmark test; and (c) if you perform a Benchmark Test for a third-party, directly or indirectly, in exchange for consideration, you will identify the third-party and you represent and warrant that you have procured all rights necessary for us or our affiliates to perform Benchmark Tests of the third-party’s products or services and to disclose results or data produced from such Benchmark Tests.

2. Zauba Cloud MySQL Service

2.1. You may only use Zauba Cloud MySQL Service to store, query, retrieve and serve data and other content owned, licensed or lawfully obtained by you. You acknowledge that we, our affiliates and our licensors are not responsible in any manner, and you are solely responsible, for the proper configuration of database security groups and other security settings associated with Zauba Cloud MySQL Service.

2.2. You may store snapshots of Your Zauba Cloud MySQL Service Content for later use in Zauba Cloud MySQL Service but snapshots cannot be downloaded outside the Services.

2.3. We or our affiliates may terminate your Zauba Cloud MySQL Service database instance if you attempt to access or tamper with any software we or our affiliates pre-load on the database instance, including the operating system software running on the database instance.

2.4. You are responsible for configuring your backup retention period to give yourself enough time to recover data from your backups in the event of a hardware or file system failure.

Annexure C

Acceptable Use Policy

This Acceptable Use Policy (this “Policy”) describes prohibited uses of the web services offered by Zauba Cloud and its affiliates (the “Services”) and the website located at https://zauba.cloud (the “Site”). The examples described in this Policy are not exhaustive. We may modify this Policy at any time by posting a revised version on the Site. By using the Services or accessing the Site, you agree to the latest version of this Policy. If you violate the Policy or authorize or help others to do so, we may suspend or terminate your use of the Services.

No Illegal, Harmful, or Offensive Use or Content

You may not use, or encourage, promote, facilitate or instruct others to use, the Services or Site for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:

• Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming, or engaging in other deceptive practices.

• Infringing Content.Content that infringes or misappropriates the intellectual property or proprietary rights of others.

• Offensive Content.Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts nonconsensual sex acts.

• Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

No Security Violations

You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

• Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.

• Interception. Monitoring of data or traffic on a System without permission.

• Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

No Network Abuse

You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:

• Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled.

• Denial of Service (DoS).Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.

• Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.

• Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.

• Avoiding System Restrictions.Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

No E-Mail or Other Message Abuse

You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider.

Our Monitoring and Enforcement

We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of the Services or Site. We may:

• investigate violations of this Policy or misuse of the Services or Site; or

• remove, disable access to, or modify any content or resource that violates this Policy or any other agreement we have with you for use of the Services or the Site.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.

Reporting of Violations of this Policy

If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, please follow our abuse reporting process.

Annexure D

Privacy Policy

Our Monitoring and Enforcement

This Privacy Notice describes how we collect and use your personal information in relation to Zauba websites, applications, products, services, events, and experiences that reference this Privacy Notice (together, “Zauba Offerings”).

This Privacy Notice does not apply to the “content” processed, stored, or hosted by our customers using Zauba Offerings in connection with a Zauba account. See the agreement governing your access to your Zauba account for more information about how we handle content and how our customers can control their content through Zauba Offerings. This Privacy Notice also does not apply to any products, services, websites, or content that are offered by third parties or have their own privacy notice.

Personal Information We Collect

We collect your personal information in the course of providing Zauba Cloud Offerings to you.

Here are the types of information we gather:

• Information You Give Us: We collect any information you provide in relation to Zauba Cloud Offerings.

• Automatic Information: We automatically collect certain types of information when you interact with Zauba Cloud Offerings.

• Information from Other Sources: We might collect information about you from other sources, including service providers, partners, and publicly available sources.

How We Use Personal Information

We use your personal information to operate, provide, and improve Zauba Offerings. Our purposes for using personal information include:

• Provide Zauba Cloud Offerings: We use your personal information to provide and deliver Zauba Offerings and process transactions related to Zauba Offerings, including registrations, subscriptions, purchases, and payments.

• Measure, Support, and Improve Zauba Cloud Offerings: We use your personal information to measure use of, analyze performance of, fix errors in, provide support for, improve, and develop Zauba Cloud Offerings.

• Recommendations and Personalization: We use your personal information to recommend Zauba Cloud Offerings that might be of interest to you, identify your preferences, and personalize your experience with Zauba Cloud Offerings.

• Comply with Legal Obligations: In certain cases, we have a legal obligation to collect, use, or retain your personal information. For example, we collect bank account information from Zauba Cloud Marketplace sellers for identity verification.

• Communicate with You: We use your personal information to communicate with you in relation to Zauba Cloud Offerings via different channels (e.g., by phone, email, chat) and to respond to your requests.

• Marketing: We use your personal information to market and promote Zauba Cloud Offerings. We might display interest-based ads for Zauba Offerings.

• Fraud and Abuse Prevention and Credit Risks: We use your personal information to prevent and detect fraud and abuse in order to protect the security of our customers, Zauba Cloud, and others. We may also use scoring methods to assess and manage credit risks.

• Purposes for Which We Seek Your Consent: We may also ask for your consent to use your personal information for a specific purpose that we communicate to you.

Cookies

To enable our systems to recognize your browser or device and to provide Zauba Cloud Offerings to you, we use cookies.

How We Share Personal Information

Information about our customers is an important part of our business and we are not in the business of selling our customers’ personal information to others.

• Transactions Involving Third Parties: We make available to you services, software, and content provided by third parties for use on or through Zauba Cloud Offerings. You can tell when a third party is involved in your transactions, and we share information related to those transactions with that third party

• Third-Party Service Providers: We employ other companies and individuals to perform functions on our behalf. Examples include: sending communications, processing payments, assessing credit and compliance risks, analyzing data, providing marketing and sales assistance (including advertising and event management), conducting customer relationship management, and providing training. These third party service providers have access to personal information needed to perform their functions, but may not use it for other purposes. Further, they must process that information in accordance with this Privacy Notice and as permitted by applicable data protection law.

• Business Transfers: As we continue to develop our business, we might sell or buy businesses or services. In such transactions, personal information generally is one of the transferred business assets but remains subject to the promises made in any pre-existing Privacy Notice (unless, of course, the individual consents otherwise). Also, in the unlikely event that Zauba Cloud or substantially all of its assets are acquired, your information will of course be one of the transferred assets.

• Protection of Us and Others: We release account and other personal information when we believe release is appropriate to comply with the law, enforce or apply our terms and other agreements, or protect the rights, property, or security of Zauba Cloud, our customers, or others. This includes exchanging information with other companies and organizations for fraud prevention and detection and credit risk reduction.

• At Your Option: Other than as set out above, you will receive notice when personal information about you might be shared with third parties, and you will have an opportunity to choose not to share the information.

Location of Personal Information

Depending on the scope of your interactions with Zauba Cloud Offerings, your personal information may be stored in or accessed from multiple countries. Whenever we transfer personal information to other jurisdictions, we will ensure that the information is transferred in accordance with Privacy Policy and as permitted by applicable data protection laws.

How We Secure Information

At Zauba Cloud, security is our highest priority. We design our systems with your security and privacy in mind.

• We maintain a wide variety of compliance programs that validate our security controls.

• We protect the security of your information during transmission to or from Zauba Cloud websites, applications, products, or services by using encryption protocols and software.

• We follow the Payment Card Industry Data Security Standard (PCI DSS) when handling credit card data.

• We maintain physical, electronic, and procedural safeguards in connection with the collection, storage, and disclosure of personal information. Our security procedures mean that we may request proof of identity before we disclose personal information to you.

Internet Advertising and Third Parties

Zauba Cloud Offerings may include third-party advertising and links to other websites and applications. Third party advertising partners may collect information about you when you interact with their content, advertising, or services.

Access and Choice

You can view, update, and delete certain information about your account and your interactions with Zauba Cloud Offerings. Click here for a list of examples of information that you can access. If you cannot access or update your information yourself, you can always contact us for assistance.

You have choices about the collection and use of your personal information. Many Zauba Cloud Offerings include settings that provide you with options as to how your information is being used. You can choose not to provide certain information, but then you might not be able to take advantage of certain Zauba Offerings.

Account Information: If you want to add, update, or delete information related to your account, please go to the Zauba Cloud Site. When you update or delete any information, we usually keep a copy of the prior version for our records.

• Communications: If you do not want to receive promotional messages from us, please unsubscribe or adjust your communication preferences on the Zauba Cloud Site.

• Advertising: If you don’t want to see interest-based ads, please adjust your preferences on Zauba Cloud Site.

• Browser and Devices: The Help feature on most browsers and devices will tell you how to prevent your browser or device from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether.

Children’s Personal Information

We don’t provide Zauba Cloud Offerings for purchase by children. If you’re under 18, you may use Zauba Cloud Offerings only with the involvement of a parent or guardian.

Retention of Personal Information

We keep your personal information to enable your continued use of Zauba Cloud Offerings, for as long as it is required in order to fulfill the relevant purposes described in this Privacy Notice, as may be required by law (including for tax and accounting purposes), or as otherwise communicated to you. How long we retain specific personal information varies depending on the purpose for its use, and we will delete your personal information in accordance with applicable law.

Contacts, Notices, and Revisions

If you have any concern about privacy at Zauba Cloud or want to contact one of our data controllers, please send an email to privacy@zauba.clud with a thorough description, and we will try to resolve it. You may also contact us at the addresses below:

• For any prospective or current customers, our mailing address is: Zauba Technologies & Data Services Private Limited, WeWork Galaxy, No 43, Residency Road, Bangalore - 560035, ATTN: Zauba Lega

If you interact with Zauba Cloud Offerings on behalf of or through your organization, then your personal information may also be subject to your organization’s privacy practices, and you should direct privacy inquiries to your organization.

Our business changes constantly, and our Privacy Notice may also change. You should check our website frequently to see recent changes. You can see the date on which the latest version of this Privacy Notice was posted. Unless stated otherwise, our current Privacy Notice applies to all personal information we have about you and your account. We stand behind the promises we make, however, and will never materially change our policies and practices to make them less protective of personal information collected in the past without informing affected customers and giving them a choice.

Additional Information for Certain Jurisdictions

We provide additional information about the privacy, collection, and use of personal information of prospective and current customers of Zauba Cloud Offerings located in certain jurisdictions.

Canada

For any prospective or current customers of Zauba Cloud Offerings in Canada:

• ask whether we hold personal information about you and request copies of such personal information and information about how it is processed;

• request that inaccurate personal information is corrected;

• request deletion of personal information that is no longer necessary for the purposes underlying the processing, processed based on withdrawn consent, or processed in non-compliance with applicable legal requirements; and

• lodge a complaint with us regarding our practices related to your personal information.

You can exercise your rights of access, rectification, erasure, restriction, or complaint by contacting us. If you wish to do any of these things and you are an Zauba customer, please contact us. If you are not an Zauba customer, please contact us at the address stated under Notice and Revisions above.

European Economic Area

For any prospective or current customers of Zauba Cloud Offerings in the European Economic Area (EEA):

Controller of Personal Information. Zauba Technologies Private Limited, No 43, Residency Road, Bamgalore, is the data controller of personal information collected or processed through Zauba Cloud Offerings. Zauba Cloud, is the authorized representative of Zauba Cloud. in the EEA.

Processing. We process your personal information on one or more of the following legal bases:

• as necessary to enter into a contract with you or a legal entity you represent, to perform our contractual obligations, to provide Zauba Cloud Offerings, to respond to requests from you, or to provide customer support;

• where we have a legitimate interest, as described in this Privacy Policy (see How We Use Personal Information above); as necessary to comply with relevant law and legal obligations, including to

• respond to lawful requests and orders; or

• with your consent.

Your Rights. Subject to applicable law, you have the right to:

• ask whether we hold personal information about you and request copies of such personal information and information about how it is processed;

• request that inaccurate personal information is corrected;

• request deletion of personal information that is no longer necessary for the purposes underlying the processing, processed based on withdrawn consent, or processed in non-compliance with applicable legal requirements;

• request us to restrict the processing of personal information where the processing is inappropriate;

• object to the processing of personal data; request portability of personal information that you have provided to us (which does not include information derived from the collected information), where the processing of such personal information is based on consent or a contract with you and is carried out by automated means; and

You can exercise your rights of access, rectification, erasure, restriction, objection, and data portability by contacting us. If you wish to do any of these things and you are a Zauba Cloud customer, please contact us. If you are not an Zauba Cloud customer, please contact us by sending an email to privacy.control@zauba.cloud

When you consent to our processing your personal information for a specified purpose, you may withdraw your consent at any time, and we will stop any further processing of your data for that purpose.

Transfers outside of the EEA. When we transfer your personal information outside the EEA we do so in accordance with the terms of this Privacy Notice and applicable data protection law. This may include the transfer of data in accordance with the EU-US and Swiss-US Privacy Shield frameworks (for transfers to the US) or pursuant to data transfer agreements that incorporate the Standard Contractual Clauses approved by the EU Commission.

South Korea

For any prospective or current customers of Zauba Cloud Offerings in South Korea:

When deleting personal information, Zauba will take standard commercially reasonable measures to make the personal information practically irrecoverable or irreproducible. The specific manner of deletion will depend on the information being deleted, how the information was collected and stored, and your interactions with us. Electronic documents or files containing personal information will be deleted using a technical method that makes recovery or retrieval of such information practically impossible or renders the data no longer personally identifiable. Non-electronic documents or files containing personal information will be shredded, incinerated, or both.

If you have any privacy questions or requests please contact:

Email: privacy@zauba.cloud

Examples of Information Collected

Information You Give Us

You provide information to us when you:

• search for, subscribe to, or purchase Zauba Cloud Offerings;

• create or administer your Zauba Cloud account (and you might have more than one account if you have used more than one email address when using Zauba Cloud Offerings);

• configure your settings for, provide data access permissions for, or otherwise interact with Zauba Cloud Offerings;

• register for or attend an Zauba Cloud event;

• purchase or use content, products, or services from third-party providers through the Zauba Cloud Marketplace (or other similar venues operated or provided by us);

• offer your content, products, or services on or through Zauba Cloud Offerings or the Zauba Cloud Marketplace (or other similar venues operated or provided by us);

• communicate with us by phone, email, or otherwise;

• complete a questionnaire, a support ticket, or other information request forms;

• post on Zauba Cloud websites or participate in community features; and

• employ notification services

Depending on your use of Zauba Cloud Offerings, you might supply us with such information as:

• your name, email address, physical address, phone number, and other similar contact information;

• payment information, including credit card and bank account information;

• information about your location;

• information about your organization and your contacts, such as colleagues or people within your organization;

• usernames, aliases, roles, and other authentication and security credential information;

• content of feedback, testimonials, inquiries, support tickets, and any phone conversations, chat sessions and emails with or to us;

• your image (still, video, and in some cases 3-D), voice, and other identifiers that are personal to you when you attend an Zauba Cloud event or use certain Zauba Cloud Offerings;

• information regarding identity, including government-issued identification information;

• corporate and financial information; and

• VAT numbers and other tax identifiers.

Automatic Information

We collect information automatically when you:

• visit, interact with, or use Zauba Cloud Offerings (including when you use your computer or other device to interact with Zauba Cloud Offerings);

• download content from us;

• open emails or click on links in emails from us; and

• interact or communicate with us (such as when you attend an Zauba Cloud event or when you request customer support).

Examples of the information we automatically collect include:

• network and connection information, such as the Internet protocol (IP) address used to connect your computer or other device to the Internet and information about your Internet service provider;

• computer and device information, such as device, application, or browser type and version, browser plug-in type and version, operating system, or time zone setting;

• the location of your device or computer;

• authentication and security credential information;

• content interaction information, such as content downloads, streams, and playback details, including duration and number of simultaneous streams and downloads;

• Zauba Cloud Offerings metrics, such as offering usage, occurrences of technical errors, diagnostic reports, your settings preferences, backup information, API calls, and other logs;

• the full Uniform Resource Locators (URL) clickstream to, through, and from our website (including date and time) and Zauba Cloud Offerings, content you viewed or searched for, page response times, download errors, and page interaction information (such as scrolling, clicks, and mouse-overs);

• email addresses and phone numbers used to contact us; and

• identifiers and information contained in cookies.

Information from Other Sources

Examples of information we receive from other sources include:

• marketing, sales generation, and recruitment information, including your name, email address, physical address, phone number, and other similar contact information;

• subscription, purchase, support, or other information about your interactions with products and services offered by us, our affiliates (such as Zauba Cloud training courses), or third parties (such as products offered through the Zauba Cloud Marketplace) in relation to Zauba Cloud Offerings;

• search results and links, including paid listings (such as Sponsored Links); and

• credit history information from credit bureaus.

Information You Can Access

Examples of information you can access through Zauba Cloud Offerings include:

• your name, email address, physical address, phone number, and other similar contact information;

• usernames, aliases, roles, and other authentication and security credential information;

• your subscription, purchase, usage, billing, and payment history;

• payment settings, such as payment instrument information and billing preferences;

• tax information;

• email communication and notification settings; and

Customers can access the information above on Zauba Cloud’s Site

Annexure E

Zauba Cloud Site Terms

Zauba Technologies and Data Services Private Limited ("Zauba") and/or its affiliates provides the Zauba Cloud Site to you subject to the following terms of use (“Site Terms”). By visiting the Zauba Cloud Site, you accept the Site Terms. Please read them carefully. In addition, when you use any current or future Zauba Cloud services, content or other materials, you also will be subject to the Zauba Cloud Customer Agreement or other agreement governing your use of our services (the “Agreement”).

PRIVACY

Please review our Privacy Policy, which also governs your visit to the Zauba Cloud Site, to understand our practices.

ELECTRONIC COMMUNICATIONS

When you visit the Zauba Cloud Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Zauba Cloud Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

COPYRIGHT

All content included on the Zauba Cloud Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Zauba Technologies & Data Services Private Limited or its content suppliers and protected by international copyright laws. The compilation of all content on the Zauba Cloud Site is the exclusive property of Zauba Technologies & Data Services Private Limited and protected by international copyright laws. All software used on the Zauba Cloud Site is the property of Zauba Technologies & Data Services Private Limited or its software suppliers and protected by international copyright laws.

TRADEMARKS

“Zauba Cloud”, “Zauba MySQL Service”, and other Zauba Cloud graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Zauba Technologies & Data Services Private Limited. Zauba’s trademarks and trade dress may not be used in connection with any product or service that is not Zauba’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Zauba. All other trademarks not owned by Zauba that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Zauba.

PATENTS

One or more patents owned by Zauba or its affiliates may apply to the Zauba Cloud Site and to the features and services accessible via the Zauba Cloud Site. Portions of the Zauba Cloud Site may operate under license of one or more patents.

LICENSE AND SITE ACCESS

Zauba grants you a limited license to access and make personal use of the Zauba Cloud Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Zauba. This license does not include any resale or commercial use of the Zauba Cloud Site or its contents; any derivative use of the Zauba Cloud Site or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. Unless otherwise specified by Zauba in a separate license, your right to use any software, data, documentation or other materials that you access or download through the Zauba Cloud Site is subject to these Site Terms or, if you have an Zauba account, the Agreement.

The Zauba Cloud Site or any portion of the Zauba Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Zauba. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Zauba without express written consent. You may not use any meta tags or any other “hidden text” utilizing Zauba’s name or trademarks without the express written consent of Zauba. Any unauthorized use terminates the permission or license granted by Zauba. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the Zauba Cloud Site, so long as the link does not portray Zauba, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Zauba logo or other proprietary graphic or trademark as part of the link without express written permission.

YOUR ACCOUNT

If you use the Zauba Cloud Site, you are responsible for maintaining the confidentiality of your Zauba account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Zauba reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion.

REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

Visitors may post reviews, comments and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Zauba reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If you do post content or submit material, and unless we indicate otherwise, you grant Zauba a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Zauba and sublicensees the right to use the name that you submit in connection with such content, if they choose. You and third parties may be permitted to upload certain software (including machine images), data, text, audio, video, images or other content (“Third Party Content”) to community areas of the Zauba Cloud Site. You acknowledge that (a) Zauba has not tested or screened Third Party Content, (b) you use any Third Party Content is at your sole risk, and (c) Third Party Content may be subject to separate license terms as determined by the person posting such content.

You represent and warrant that you own or otherwise control all of the rights to the content, including any Third Party Content, that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Zauba for all claims resulting from content you supply. Zauba has the right but not the obligation to monitor and edit or remove any activity or content. Zauba takes no responsibility and assumes no liability for any content posted by you or any third party.

COPYRIGHT COMPLAINTS

Zauba respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please email all the necessary details to copyright.complaints@zauba.cloud

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE ZAUBA CLOUD SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY ZAUBA ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT. ZAUBA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ZAUBA SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ZAUBA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZAUBA DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING ANY SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ZAUBA SITE; ITS SERVERS; OR E-MAIL SENT FROM ZAUBA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZAUBA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE ZAUBA SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE ZAUBA SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

APPLICABLE LAW

By visiting the Zauba Cloud Site, you agree that the laws of the state of Karnataka, India, without regard to principles of conflict of laws, will govern these Site Terms and any dispute of any sort that might arise between you and Zauba.

DISPUTES

Any dispute relating in any way to your visit to the Zauba Cloud Site or to services provided by Zauba Cloud or through the Zauba Cloud Site shall be adjudicated in counts in Bengaluru, Karnataka, India, and you consent to exclusive jurisdiction and venue in such courts.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

Please review our other policies on the Zauba Cloud Site. These policies also govern your visit to the Zauba Cloud Site. We reserve the right to make changes to the Zauba Cloud Site, policies, and these Site Terms at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

OUR ADDRESS

Zauba Technologies Private Limited

WeWork Galaxy, No 43
Residency Road, Bangalore - 560025, India

https://zauba.cloud

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Zauba that your copyrighted material has been infringed.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• A description of the copyrighted work that you claim has been infringed upon;

• A description of where the material that you claim is infringing is located on the Site;

• Your address, telephone number, and e-mail address;

• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• A statement by you that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Zauba’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:

Copyright Agent/Zauba Cloud

Zauba Technologies Private Limited

WeWork Galaxy, No 43,

Residency Road, Bengaluru - 560025, India

e-mail: copyright.complaints@zauba.cloud

Annexure F

Cookies

We use cookies, pixels, and other similar technologies (collectively, “cookies”) to recognize your browser or device, learn more about your interests, provide you with essential features and services, and for additional purposes, including:

• Recognizing you when you sign in use our offerings. This allows us to provide you with recommendations, display personalized content, and provide other customized features and services.

• Keeping track of your specified preferences. This allows us to honor your likes and dislikes, such as your language and configuration preferences.

• Conducting research and diagnostics to improve our offerings.

• Preventing fraudulent activity.

• Improving security.

• Delivering content, including ads, relevant to your interests on Zauba sites and third-party sites (see the Interest-Based Ads notice for how we use cookies in serving interest-based ads).

• Reporting. This allows us to measure and analyze the performance of our offerings.

Zauba cookies allow you to take advantage of some of essential Zauba features. For instance, if you block or otherwise reject our cookies, you might not be able to use certain offerings that require you to sign in, or you might have to manually adjust some preferences or language settings every time you visit Zauba sites.

Approved third parties may also set cookies when you interact with our offerings. Third parties include search engines, providers of measurement and analytics services, social media networks, and advertising companies. Third parties use cookies in the process of delivering content, including ads relevant to your interests, to measure the effectiveness of their ads, and to perform services on behalf of Zauba.

You can manage browser cookies through your browser settings. The 'Help' feature on most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie, how to disable cookies, and when cookies will expire. If you disable all cookies on your browser, neither we nor third parties will transfer cookies to your browser. If you do this, however, you may have to manually adjust some preferences every time you visit a site and some features and services may not work.

See our Privacy Policy for more information about the types of information we gather.