PARTNER SERVICE AGREEMENT

BY REGISTERING FOR FRONDESK SERVICES ON THE FRONDESK PORTAL, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING ANY SERVICE OFFERED BY FRONDESK SUITES, AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A PRIVATE LIMITED, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS:

Frondesk Services: Frondesk Technology & Solutions Private Limited hereinafter referred as ‘FRONDESK’, provides the Frondesk Software Platform with a suite of software services offered on the platform to its registered partners for managing the partner’s internal business activities.

Partner: shall mean a business entity who has registered to avail the Frondesk services on a payment consideration as mutually agreed.

Customer: shall mean person who connects to the Partner Services through the Frondesk platform or its extensions.

Services: means Frondesk services provided by First Party (FRONDESK) to the Second Party (Partner) under the terms of this Agreement.

Partner Data: Data (identifying number, location and all other data as may be collected by, or available with FRONDESK in connection with or related to such Persons or entities) relating to the entities and users who used and/or attempted purchase products/services from Frondesk platform.

Customer Data: Data such as identifying number, location and all other data as may be collected by, or available with FRONDESK in connection with or related to Persons who use Partner services through Frondesk platform or its extensions.

Subscription: shall mean Partner Charge for the Frondesk services provided to the Partner. Applicable CGST/SGST and all or any other levies are charged on top of the Subscription.

2 . SCOPE OF SERVICES:

FRONDESK shall provide the Services and Software to Partner on Frondesk platform pursuant to this Agreement, the Supplemental Terms, where applicable.

During the Subscription term, FRONDESK grants to Partner a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes, for up to the

number of Users included in the Service Plan, including the right to download, install and use the Mobile Apps in connection with the authorized use of the Services.

3. RELATIONSHIP BETWEEN FIRST PARTY FRONDESK WITH SECOND PARTY PARTNER:

The intended service solicited by Partner and availed by the customer are between the Partner and customer and FRONDESK is not a party between them for any transactions or disputes whatsoever may be.

The relationship between FRONDESK and Partner is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.

FRONDESK has no connection or interest of whatsoever nature in the business or the Products offered/ marketed by Partner. FRONDESK shall provide Frondesk Services to the Partner, as an independent entity and under the terms and conditions of this Agreement. In case of any dispute whatsoever in nature arise between the Partner and their Users/ Customers, FRONDESK is not responsible for any actions/consequences of either Parties-Partner and their User/Customer.

4. OBLIGATIONS OF FIRST PARTY/FRONDESK:

FRONDESK is obligated to perform only those duties expressly described in this Agreement. FRONDESK shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact, except for as expressly provided for herein.

FRONDESK shall ensure to keep confidential, all information submitted by the Partner through Frondesk Platform. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. FRONDESK sha ll use the Customer data only for the purpose of completing the Transaction/business for which it was furnished and shall not sell or otherwise furnish such information to any third party. FRONDESK shall be liable to comply with existing data privacy regulations from time to time.

5. RESPONSIBILITIES OF PARTNER

Partner needs to register for an account in order to access or receive the Services. Partner agrees to keep its account information current, accurate and complete so that FRONDESK may send notices, statements and other information to Partner via email or through its account, which notifications will be subject to this Agreement and the Privacy Notice. Partner will be responsible for maintaining the confidentiality of its User login information and credentials for accessing the Services and will notify FRONDESK promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Partner becomes aware.

FRONDESK and its affiliates will not be liable for any damage or loss that may result from Partner’s breach of the foregoing responsibilities.

Partner shall not misuse, rent, lease, assign, or otherwise transfer the Frondesk services to any other Person or Entities not authorized by FRONDESK. Partner may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from or included in the Frondesk services/System. All rights, title and interest to the Frondesk services are owned exclusively by FRONDESK.

Partner for any support or disputes can email at admin@frondesk.com with brief details of the support required or call on our customer care No 9513682426.

Partner shall not cause to be done any act/representation/omissions which results to loss of goodwill and damage to the reputation of FRONDESK and vice versa.

Partner or any person on behalf of Partner must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder, Money Laundering Law, Sales of Goods Act, Legal Metrology Act and any other law for the time being in force, and shall not do, or omit to do, any act that will cause FRONDESK to be in breach of any such applicable law. If Partner breaches the obligations, it shall indemnify FRONDESK against any costs claims and liabilities arising as a result of the breach.

Partner shall provide such assistance for the prevention and detection of fraud in respect of any transaction as FRONDESK may from time to time request.

In the transactions between the Partner and the Customers, FRONDESK shall not be responsible for any defect in goods/services sold/provided by the Partner. FRONDESK shall not be deemed to be a party in respect of any such Transaction. Any and all disputes, subject to the other provisions of this Agreement, between the customers and Partner in respect of any goods/services sold/provided by Partner shall not require FRONDESK to be a party to any such dispute except where the dispute between FRONDESK and the Customer has arisen by the acts and omission of FRONDESK.

The Partner is hereby agreed for the cancellation and refund policies of the First Party FRONDESK as and when the circumstances warranted. Whereas the First Party FRONDESK shall not liable to indemnify for any cancellation/refund at the request of the user/Customer to the Second Party Partner.

Unless otherwise agreed by FRONDESK in writing, the Partner acknowledges and agrees that it shall (at its own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable the Partner to receive the Frondesk Services.

Partner will comply, and will cause its employees, agents and sub-contractors to comply, with Data Protection Legislation in connection with the performance of its obligations under this Agreement. Partner is responsible for keeping its Account login information, password, and PIN secure.

The Partner’s use of third party products and services shall be governed by and subject to separate third party product, service, software and/or license agreements. FRONDESK shall not be a party to such third party agreements and does not warrant or guarantee any thir d party product or service.

Partner shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products/Services, which are offered by it.

Partner hereby agrees that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and Frondesk Services provided under this Agreement.

Partner shall ensure to keep confidential, all information submitted by the Customers through FRONDESK. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. Partner shall use the Customer data only for the purpose of completing the Transaction/business for which it was furnished and shall not sell or otherwise furnish such information to any third party. Partner shall be liable to comply with existing data privacy regulations from time to time.

Partner agrees that FRONDESK shall not be responsible for any incorrect information provided by Partner and the transaction thereof.

Partner shall immediately inform FRONDESK in case of any theft or lost of its instruments /mobile devices etc., used for the Frondesk services. Partner agrees that FRONDESK shall not be responsible in the event Partner fails to inform about such lost/theft of instruments /mobile devices etc.,

6. Termination and Suspension

This Agreement is effective as of the Effective Date (for online Sign-up, the date of sign up on the Website) and will continue through the then-Subscription Terms. Service Plans commence on the start date specified in the relevant Offer Letter (for online Sign-up, the date of sign up on the Website) and continue for the Subscription Term specified therein.

Unless a party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically r enew for a period equal to the previous Subscription Term. FRONDESK reserves the right to increase the Fees at the beginning of each Subscription Term considering the inflation and other economic impacts.

FRONDESK may suspend Partner’s access to the Services, Software, Mobile Apps and/or Partner’s Account, on the following grounds: (i) late payment/non-payment of undisputed Fees,

per the process noted in Section 8 below; (ii) non-renewal of the Services by Partner; (iii) Partner’s or its Users’ breach of Section 5 (Responsibilities of the Partner); or (iv) in the event suspension is deemed necessary by FRONDESK to prevent or address the threats of Malicious Software, a security incident, or other harm to Partner, FRONDESK, or FRONDESK’s other Partners. FRONDESK will notify Partner of any such suspension. FRONDESK will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or Frondesk Platform, and will immediately restore the availability of the same as soon a s the issues leading to the suspension are resolved. Such suspension will in no way affect Partner’s other obligations under this Agreement.

Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Upon the expiry of Partner’s free trial, FRONDESK may immediately suspend Partner’s access to the Services unless the Partner has moved to a subscription plan immediately after the free tr ial period. Partner shall request for any Partner Data within 30 days of expiring the free trial as Partner Data may be permanently deleted after 6 months of expiry of the trial period unless the Partner specifically makes a written request and in accordance with the Supplemental Terms as applicable to the Partner. FRONDESK will have no obligation to maintain, store or otherwise retain Partner Data beyond the end of the free trial period.

7. PRIVACY & CONFIDENTIALITY

Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing. If the receiving party is required by law or court order to disclose Confidential Information of the disclosing party, then the receiving party will, to the extent legally permitted, provide the disclosing party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and

therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

8. FEES/CHARGES:

All charges associated with Partner’s Account (“Fees”) are set forth in the applicable Offer Letter or Website, and are due and payable in full within fifteen (15) days from the invoice date or as stated in the applicable Offer Letter. Payment obligations are non-cancelable, regardless of utilization by the Partner and except as expressly permitted in this Agreement, Fees paid are non-refundable. Partner will pay the Fees through an accepted payment method as specified in the applicable Offer Letter or Website. Unless otherwise set forth in the Offer Letter, Partner’s subscription to the Services will renew automatically for a Subscription Term in accordance with the renewal terms and conditions set forth in Renewal section below. During the Term, the Partner may not reduce their Service Plan or User count.

If undisputed Fees are more than fifteen (15) days overdue, then, following written notification from FRONDESK, Partner’s access may be suspended, including, without limitation, Partner’s Account, until such unpaid Fees are paid in full.

FRONDESK will not exercise its rights under Section xii (Late Payments), 6(d) (Termination for Cause) or Section 6(c)(i) (Suspension of Service) with respect to non-payment by Partner if Partner is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.

The Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Partner agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent FRONDESK is legally required to collect the same, will be itemized on the FRONDESK invoice. If Partner has an obligation to withhold any amounts under any law or tax regime, Partner will gross up the payments so that FRONDESKreceivestheamountactuallyquotedandinvoiced. IfFRONDESKhasthelegal obligation to pay or collect Taxes for which Partner is responsible under this section, the appropriate amount will be invoiced and paid by the Partner, unless, prior to the invoice date, the Partner provides FRONDESK with a valid tax exemption certificate authorized by the appropriate taxing authority.

9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS:

Partner Data is Partner’s Confidential Information under this Agreement. Partner and its licensors retain all right, title and interest in and to the Partner Data and all of Partner’s

Confidential Information provided under this Agreement, and FRONDESK obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy
Notice. FRONDESKanditslicensorsretainallright,title,andinterestinandtoFrondesk Platform. Partner acknowledges that the Services are offered as online, hosted solutions, and that Partner has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. FRONDESK may freely use and incorporate into FRONDESK’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Partner or by any Users or End Users relating to Frondesk products or services. Feedback and any other suggestions are provided by Partner exclusively “AS IS,” in Partner’s sole discretion, and will not be used by FRONDESK in any way that identifies or permits identification of Partner, its Affiliates, Users, or End Users.

Data Usage includes but is not limited to query logs, and any data (other than Partner Data) relating to the operation, support, and/or about Partner’s use of the Services, Software, FRONDESK’s websites or FRONDESK’s APIs. Notwithstanding anything to the contrary in this Agreement, FRONDESK may collect and use Usage Data to develop, improve, support, and operate its products and services. FRONDESK may share Usage Data that includes Partner’s Confidential Information with third parties to the extent necessary to provide the Service and in accordance with Section 7 (Privacy & Confidentiality) of this Agreement. FRONDESK may also utilize Partner Data for its internal business purposes only to the extent such Partner Data has been aggregated and anonymized such that Partner and Partner’s Users and End Users cannot be identified.

FRONDESK may update the Services and Software from time to time and Partner may receive notifications of Updates. Any Updates to the Services and Software are subject to this Agreement. Partner agrees that its purchase of the Services and Softwar e is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by FRONDESK with respect to future functionality or features.

Certain other services, such as third-party applications, may be made available to Partner through the Frondesk APIs or other forums (“Third Party Services”). These Third-Party Services may integrate with the Services and are not licensed by FRONDESK pursuant to this Agreement but are governed by the third-party provider’s terms and conditions and privacy policies that accompany them, which Partner must separately accept. By enabling Third Party Services, Partner understands and agrees that FRONDESK is neither responsible for Partner’s use of these Third-Party Services, nor does it provide any warranties whatsoever for these Third-Party Services. FRONDESK is not liable for any damage or loss caused or alleged to be caused by or in connection with Partner’s enablement, access or use of any such Third-Party Services, or Partner’s reliance on the privacy practices, data security processes or other policies of such Third-Party Services. Partner understands that FRONDESK is not responsible for providing technical support for the Third-Party Services and that FRONDESK is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Services.

Both the Parties hereby acknowledge and agree that each Party is the absolute owner of all right, title and interest in respect of their own trade name, logo, trademark, copyright, device,

label, colour combination, artwork and visual representation and they shall not, by virtue of this Agreement, assume activities under this Agreement or affiliation with the other Party, acquire or claim any interest in any such trade names or copyright belonging to and/or owned by the other Party.

Each Party shall at all times, render assistance in its power to restrain the infringement, passing - off, duplication, unauthorized use or colorable imitation of any such trade descriptions, logo, device, label, art work, trade names, trademarks or Copyrights.

Each Party hereby agrees and undertakes that it shall not register, use or file and/ or assist in and/ or allow registering, using or filing, either directly or indirectly, for itself or through, on behalf of or in conjunction with any person or legal entity and whether as principal, agent, shareholder, consultant, employee or in any capacity whatsoever, any trademark/s, service marks in any class, either alone or in combination with any other mark or material, which is similar and or identical and/ or resembling in any manner with the other party’s marks and/ or intellectual property rights of the other party and not to associate the other party marks and/ or intellectual property rights of the other party with its own business and/ or the business of any third party associated with it, except as contemplated under this Agreement.

Upon the termination of this Agreement for any reason, the Parties shall immediately cease to use other party’s marks and/ or intellectual property rights vested in the other party in any manner whatsoever.

Either Party shall not claim any right, title, or interest in the other party marks and/ or intellectual property rights vested in the other party and the same shall at all times continue to be the exclusive property of the other party.

Either party shall not directly or indirectly do anything which shall have an adverse impact on the other party’s marks and/ or intellectual property rights and/ or confidential information of the other party. In the event of termination of this Agreement the provisions of this C lause 16 shall survive the termination of this Agreement.

10. CONFIDENTIALITY:

Except as specifically set out in this Agreement, no announcement or communication concerning the terms of this Agreement shall be made or caused to be made before or after the execution of this Agreement, by both Parties without mutual consent.

Both Parties have agreed that, save and except with the prior written consent of the other Party:

On and from the date of this Agreement, the contents of this Agreement and any documents, data, or information, which a Party may obtain from the other Party pursuant to this Agreement, or sensitive personal data and information defined under the Information Technology (reasonable security practices and procedure and sensitive personal data or information) Rule, 2011 (hereinafter referred to as "Confidential Information") shall be kept confidential and shall not be disclosed by either Party to any third party.

Upon the expiry of the term of this Agreement or the termination of this Agreement, neither Party shall issue any adverse official written communication relating to such termination or the factum of this Agreement.

However, the Parties may disclose such Confidential Information under following circumstances: (i) if it is essential for the assessment of the transaction to disclose Confidential Information, (ii) may disclose such Confidential Information to its employees, agents and advisors (including without limitation, attorneys, accountants, consultants, bankers, financial advisors, or their representatives) whose knowledge of the Confidential Information is essential for fulfilling its obligations under the Agreement; (iii) disclose the said confidential Information to lawful authority after getting the lawful order; & (iv) where the disclosure is necessary for compliance of a legal obligation. Subject to the aforesaid conditions, the Parties shall not under any circumstances disclose to any third party or to any other persons, the terms and conditions of this Agreement & all confidential Information, documents, manuals and other materials provided by the other Party, during the subsistence & survival of this Agreement.

Upon the expiration, cancellation or termination of this Agreement, each Party shall forthwith stop using and, return or destroy all Confidential Information, documents, manuals and other materials provided by the other Party. Upon request, the receiving Party shall send disclosing Party a certificate specifying that all the Confidential Information, documents, manuals and other materials have either been destroyed or returned.

In the event either Party violates or causes to be violated any of the provisions of this Clause during the term of this Agreement and after its expiry or sooner ter mination, the other Party shall, without prejudice to its other rights to claim injunctive relief, be entitled to claim from the Party in breach, and the Party in breach shall be liable to pay to the other Party as liquidated damages, compensation to the tune of actual amount of damages as determined and supported by proof of evidence, by the other Party. The above clause shall survive for the period of three years after the termination of the Agreement.

11. WARRANTIES AND INDEMNITIES:

FRONDESK warrants that the Services, Software or Mobile Apps will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing warranty,FRONDESKwillusediligenteffortstocorrecttheServices,Software,or MobileApps so the foregoing warranty is met, and if FRONDESK is unable to make such corrections in a timely manner, either party may terminate the Agreement, and Partner, as its sole and exclusive remedy, will be entitled to receive a refund of any unused Fees that Partner has pre- paid for the applicable Services, Software or Mobile Apps purchased thereunder. This warranty will not apply if the error or non-conformance was caused by Partner’s breach of this Agreement or Partner’s or its Users’ misuse of the Services, Software, and Mobile Apps, modifications to the Services, Software, and Mobile Apps by anyone other than FRONDESK or its representatives, or third-party hardware, software, or services used in connection with the Services, Software, and Mobile Apps.

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY:

This clause sets out the entire liability of the parties (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of: any breach of this Agreement; any use made by the Partner or its Affiliates of the Services or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. In particular, and except as expressly stated in this Agreement: FRONDESK makes no representations or warranties, express or implied, with respect to Partner’s ability, fitness for a particular purpose or non-infringement; FRONDESK does not warrant or guarantee that Partner will achieve any level of sales, revenue or profit; FRONDESK does not warrant or guarantee that the Frondesk Services will always be available or operate error-free, or that any errors, omissions or misplacements in the software will be corrected.

Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; the indemnification obligations; or any other liability that cannot be excluded by Applicable Law.

Without prejudice to above clause: FRONDESK’s total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to an amount not more than the payment made by the Partner/users of availed services on which the cause of action for such liability arose;

13. DISCLAIMER:

THIS SERVICES ARE PROVIDED ON AN “AS IS, “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. FRONDESK DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR -FREE. PARTNER MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, UNLESS EXPRESSLY SET FORTH HEREIN.

FRONDESK SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF PARTNER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, OR TITLE WITH RESPECT TO THE SERVICES, OR OTHER SERVICES PROVIDED

UNDER THIS AGREEMENT. PARTNER UNDERSTANDS AND AGREES THAT FRONDESK SHALL BEAR NO RISK WITH RESPECT TO PARTNER’S SALE OF PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH FINANCIAL TRANSACTIONS OR FRAUD IN ANY MANNER WHATSOEVER.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, PARTNER EXPRESSLY AGREES THAT FRONDESK SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER OCCURRING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO: (A) CUSTOMERS/PARTNERS FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE ACCOUNT OR INCORRECT DETAILS ; (B) FRAUDULENT TRANSACTIONS PROCESSED THROUGH PAYMENT GATEWAY ACCOUNT(S); (C) DISRUPTION OF TRANSACTION SERVICES, SYSTEMS, SERVER OR WEBSITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER TECHNOLOGY; (D) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, FRONDESK, PAYMENT GATEWAY SERVCE PROVIDER, PAYMENT PROCESSOR OR ISSUING BANK; OR (E) THE LIMITATION OF THE FUNCTIONING OF ANY TRANSACTION SERVICES OR SOFTWARE, HARDWARE, OR EQUIPMENT ASSOCIATED THEREWITH.

14. TERM:

This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-applicable Subscription Term. Service Plans commence on the start date specified in the relevant Offer Letter (or, for online Customers, the date of sign up on the Website) and continue for the Subscription Term specified therein.

15. TERMINATION:

Each party shall have the option to terminate this Agreement at any time by giving 60 (Sixty) days advance notice in writing to that effect to the other party. Provided that either party shall clear the dues against each other within 7 days of end of 60th day of the notice of termination to validate the termination.

The Parties have right to terminate this Agreement forthwith by a notice in writing to the other Party, if other Party has committed any material breach of its obligations specified under this Agreement or has violated any law under which its right to business may cease and has failed to remedy the highlighting such breach or non-performance within one week.

Each Party shall have the option to terminate this Agreement, by giving notice in writing, in the event that any other Party becomes insolvent, goes into liquidation or a liquidator is appointed to wind up the Company.

This Agreement shall stand terminated automatically if the business of the Partner becomes illegal/unlawful/banned by the law of the land or if the Partner indulges in any illegal act or practice that makes its business illegal/unlawful/banned or if any transaction has taken place

which results directly or indirectly in Money Laundering activities or financing of terrorists activities. FRONDESK shall not be liable for such activities/transactions and Partner shall be solely responsible / liable for any action taken by any Government or regulatory authority.

In the event of the termination of this Agreement either Party will, forthwith return all the signage, literature, banners, glow-signs and any such other promotional material to other party. The termination shall not affect any liabilities incurred by the either Parties prior to the termination of the Agreement or for acts performed during the pendency of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remaininfullforceandeffectnotwithstanding termination.

16. GENERAL PROVISIONS:

Assignment: Neither Party shall assign the obligations nor any of the benefits under this Agreement to any persons, firm or company, save and except with prior written permission from the other party.

Waivers: No waiver by either party of any of their terms hereof or of any breach thereof shall constitute or be deemed to be a waiver of any such terms or of any breach in any other case whether prior or subsequent thereto.

Force Majeure: Neither party to this Agreement shall be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (force majeure ) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, web space or website by way of hacking, virus prone, defacement, stoppage of display or transmission of the website/app of FRONDESK, Act, or Regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems and any other causes beyond its reasonable control.

If at any time during the term of this agreement the performance in whole or in part by any one of the parties, of any obligation under this agreement is prevented or delayed by reason of war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action or Act of God, the other party shall not be entitled to terminate this agreement neither shall any party have any claim for damages against the other in respect of such non-performance or delay in performance, provided notice of the happening of any such event/s is given by the affected party to the other within twenty one (21) days from the date of occurrence thereof.

Arbitration: Any dispute or difference which may arise at any time between the parties, as to the construction, meaning or effect of, or, as to any clause, matter or things contained herein, or as to the rights or liabilities of the parties under this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole

arbitrator to be appointed with mutual consent of the parties. Arbitration shall be held at Bangalore, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. The Agreement shall be governed by and construed in accordance with the laws of India. The courts of Bangalore, India, shall have exclusive jurisdiction in connection with this Agreement.

Notice: Delivery of Notice: All notices or other communications required to be given hereunder shall be in writing and delivered either personally or by registered A.D. and /or mail, certified, return receipt requested postage prepaid, and addressed as provided in this Agreement or as otherwise requested by the receiving party. Notices delivered personally shall be effective upon delivery and notices delivered by mail shall be effective upon their receipt by the party to whom it is addressed. The Parties shall notify any change in address to the other party promptly. In case of failure to intimate the other Party about the change of address, the notice shall be served to the address mentioned in this agreement and shall be treated as properly served.

Entire Agreement: This Agreement constitute the entire Agreement between Partner and the FRONDESK pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the parties.

Severability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.

Publicity Rights. FRONDESK may identify Partner as a Frondesk customer in its promotional materials. Partner may request that FRONDESK stop doing so by submitting an email
to admin@frondesk.com at any time. Please note that it may take us up to thirty (30) days to process a request.

Jurisdiction: It is mutually agreed between the parties hereto that any dispute or claim arising under this Agreement shall be subject to the jurisdiction of the Courts at Bangalore, Karnataka.

Vernacular: Both parties are hereby agreed and assured that they are completely aware of the contents of this Agreement and there is no force and undue influence in entering in to this Agreement whatsoever manner. And the parties have sufficiently possessed knowledge of the language used in this Agreement and or made known through their known language.