Vendor Onboarding Agreement

By registering as a vendor on the Platform (as defined below), you agree to be bound by this Vendor Onboarding Agreement (“Agreement”). This Agreement is between you as a Vendor (as defined below) and Ezloct Technologies LLP, a limited liability partnership established under the Limited Liability Partnership Act, 2008, having its registered office at H. No.5/62/9, Vivekananda Nagar, Hubsiguda, St. No.8, Uppal, Hyderabad – 500007 (“Ezloct”, which expression, unless contrary to the context, includes its successors and permitted assigns).

This Agreement shall be deemed to have been entered into, and shall be effective as of the date of Onboarding (as defined below) on the Platform (“Effective Date”) and shall continue to be in force as long as the Vendor is registered on, accesses or uses the Platform.

For the purposes of this Agreement, the Vendor and Ezloct, are individually called “Party” and collectively, the “Parties”.

WHEREAS:

Ezloct has developed and maintains a technology platform “Boliyo” that helps connect Customers (as defined below) to the vendors of various goods and services.

Upon the Vendor’s successful registration on the Platform and payment of the Subscription Fee (as defined below), Ezloct agrees to onboard the Vendor onto the Platform in consideration of such fee, whereby the Vendor can offer various goods and services to the Customers and enter into transactions with such Customers (“Onboarding”).

The Onboarding and use of the Platform by the Vendor shall be in accordance with, and subject to the terms and conditions laid down in this Agreement.

DEFINTIONS

“Affiliate” of a Party means any entity that controls, is controlled by or under the common control of an entity or is treated as such by the entity.

“Applicable Law” means all statutes, rules, regulations, bye-laws, orders, ordinances and notifications by any governmental or statutory authority in India and elsewhere, whether in effect on or brought into effect after the Effective Date.

“Background IPR” means any graphic design, writing, media, HTML or other website code, software, data, documents and other materials, and Intellectual Property created or held by Ezloct, which is in existence prior to the Effective Date, or developed independently of the Vendor / not specifically for the Vendor, or identified by Ezloct as ‘Background IPR’.

“Customer” means the end-user, that is, any person using the Platform to avail the goods and services offered by a Vendor by entering into transactions with such a Vendor.

“Confidential Information” means all information and data communicated by one Party to the other Party, whether communicated in oral, writing, graphic, electromagnetic or any other form including its current products and services, future products and services, research and development, general business operations, schematics or drawings, descriptive material, specifications, software, inventions, processes, designs, trade secrets, know-how, Intellectual Property, discoveries, concepts, techniques, drawings, commercial, financial, technical and price information, business strategies, sales, business practice or policies, invoices, information received from third parties that either Party is obligated to treat as confidential and all other material and information that by its nature appears confidential. Confidential Information includes all proprietary and confidential information of the Parties, its subsidiaries, Affiliates and customers. Confidential Information does not include:

Information independently developed by either Party;

Information which was in the public domain at the time of disclosure or which became a part of public knowledge or literature, other than through a breach of the obligation of confidentiality under this Agreement;

Information disclosed to either Party by a third party without imposing an obligation of confidentiality, where the third party, in the knowledge of the Party is not in breach of any obligation of confidentiality at the time of its disclosure;

Information that is furnished by either Party with written confirmation that it is not Confidential Information; and

Information approved for release by either Party in writing.

“Data Protection Laws” means any applicable data protection, data security or privacy laws in India and elsewhere, and the rules, regulations and guidelines made by governmental or regulatory authorities, including the Indian Information Technology Act, 2000.

“Intellectual Property” includes, but is not limited to all rights subsisting in products and material developed, being developed or proposed to be developed by a Party, ideas, concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets, trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, compilations, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, sketches, formulae, techniques, research projects, domain names, e-mail addresses and other confidential and proprietary information, computer programming code, databases, data, documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments and registered designs, or their foreign equivalents, and any other proprietary rights.

“Intellectual Property Rights” include (i) all rights, title, and interest under any statute or under common law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not and whether registered or not (ii) any licences, permissions and grants in connection with such Intellectual Property (iii) applications for any of the foregoing and the right to apply for them in any part of the world (iv) right to obtain and hold appropriate registrations in Intellectual Property and, (v) all extensions and renewals of registration (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations Intellectual Property Rights and the right to sue for and recover the same.

“Platform” means the Boliyo application, including all extensions, additions, modifications, upgrades, updates and enhancements thereto.

“Vendor” means a vendor registering / Onboarded on the Platform.

SCOPE OF THE AGREEMENT

Onboarding

Ezloct hereby agrees to Onboard the Vendor onto its Platform, and the Vendor agrees to such Onboarding, in accordance with the terms and conditions of this Agreement, the Platform’s terms of use, and Ezloct’s policies as communicated to the Vendor from time to time.

Provision of the Platform

Ezloct’s Platform is of the nature of software-as-a-service, and does not involve installed software requiring maintenance. The Platform is provided to the Vendor on a non-exclusive basis. The Platform is commonly offered by Ezloct to all its users, that is, vendors and Customers, and the Platform carries a standard set of features and user experience. The Company makes continuous incremental upgrades in the features that it offers and in the user experience it provides. In the event that the Company launches, and / or at its discretion agrees to provide additional features in the services availed by the Vendor, the Vendor may be required to separately subscribe to such features.

Responsibilities of the Vendor

The Vendor hereby acknowledges and agrees that the Vendor is solely responsible for the services rendered by it to the Customer. The Vendor will remain liable for all issues, damages or loss faced by the Customers that are attributable to the Vendor’s use of the Platform or transactions / engagements entered into by such Customers with the Vendor. The use of the Platform is based on the Vendor obtaining and maintaining access to the internet and all equipment necessary for proper operation of the Platform.

Inability to Access the Platform

Ezloct will not be liable for any damage resulting from the use of, or inability to access the Platform for reasons not attributable to its own actions or omissions in breach of this Agreement, including damage caused by network issues, malware, viruses or any incorrectness or incompleteness of information provided by the Vendor or a breach of this Agreement by the Vendor.

Vendor Registration and Background Check

To access the Platform, the Vendor must create an account on the Platform (“Account”). By creating an Account, the Vendor agrees to abide by this Agreement, Ezloct’s terms of use and Ezloct’s privacy policy. The Vendor agrees to provide true, accurate and complete information while registering for an Account. Ezloct may, in its sole discretion, choose to terminate this Agreement with immediate effect, or suspend the Account, if the Vendor does not pass the background check and / or screening conducted by Ezloct or a third party engaged by it pursuant to the registration.

Acceptable Use Policy

The Vendor agrees not to use Platform:

In a manner that breaches Applicable Law;

In any way that is unlawful, illegal or fraudulent or has such a purpose or effect;

In a manner that violates the security, integrity or availability of any user of the Platform, network, computer, communications system, software application, network or computing device;

To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

To threaten, incite, promote or actively encourage violence, terrorism or other serious harm;

To conduct activity that violates the rights of others including Intellectual Property Rights and the right of privacy;

To transmit material that is defamatory, likely to incite an offence, obscene, hateful or inflammatory;

To transmit material that promotes discrimination based on race, sex, religion, etc.;

To transmit material or content that promotes child sexual exploitation or abuse;

To impersonate any person, or misrepresent the Vendor’s identity or affiliation with any person;

To disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email whether or not the recipient wishes to receive such messages, letters or email;

To export, re-export or download any message or content in violation of any export or import law of India without the required approvals and licences;

In a manner that interferes with the use of the Platform by other vendors or Customers.

The Vendor agrees to ensure that in using the Platform and Services the Vendor will:

Be accurate and genuine while stating facts; and

Comply with Applicable Law, the terms of this Agreement, Ezloct’s privacy policy, Ezloct’s terms of use and any other policies and guidelines issued by Ezloct from time to time.

Ezloct has the sole right to determine if the Vendor has been compliant with this Clause and to suspend or terminate the Vendor’s right to access the Platform immediately on any non-compliance.

Ezloct may, at any time, initiate an investigation into the use of the Platform for compliance with this Agreement and the Vendor agrees to cooperate with Ezloct and law enforcement agencies, if any, in such investigations.

CONSIDERATION AND TAXATION

The Vendor agrees to pay Ezloct, a subscription fee at the rate set by Ezloct (“Subscription Fee”), as consideration for the Onboarding. The Subscription Fee shall be paid in advance prior to registration on the Platform. The Subscription Fee may, at any time, be revised by Ezloct at its sole discretion.

The Subscription Fees are exclusive of applicable taxes, levies and charges including the goods and services tax, and other levies, which shall be borne by the Vendor and each Party is responsible for the fulfilment of its own tax obligations under the Applicable Law.

TERM AND TERMINATION

This Agreement will commence on the Effective Date and continue in full force until terminated in accordance with this Clause 4.

This Agreement shall terminate upon the expiry of the term for which the Subscription Fee has been paid, if such subscription has not been renewed. The Vendor shall not be entitled to a refund of the Subscription Fees if the Agreement is terminated by the Vendor at any time during a valid subscription by de-registration or through any other means.

Ezloct may terminate the Agreement immediately by notice in writing without a refund of the Subscription Fees if:

The Vendor breach a provision of this Agreement including the acceptable use policy, representations, warranties and covenants;

The Vendor ceases to carry on its business; or

The Vendor becomes insolvent, suffers or permits the appointment of a receiver for its business, makes a general assignment for the benefit of its creditors or becomes subject to proceedings under insolvency or bankruptcy laws.

On termination of the Agreement, both Parties will return or destroy all copies of Confidential Information belong to the other Party as per the other Party’s instructions.

The termination of this Agreement will not affect or prejudice any right accrued to one Party against the other Party prior to termination. All other rights and obligations of the Parties under the Agreement stand extinguished unless they, by their nature or as expressly provided, survive termination of the Agreement. All amounts due and unpaid or accrued to a Party will become immediately due and payable.

REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Party as follows:

It will perform its obligations under this Agreement and while doing so it will at all times comply with the Applicable Law;

It is duly organised and validly constituted and existing under the Applicable Law in India, and it has all government approvals necessary to carry on its business;

It has all necessary power, authority and approvals to execute and deliver this Agreement and to perform all its obligations arising or created under it;

The person executing this Agreement is duly authorised to execute the Agreement on behalf of the respective Party; and

It is under no contractual or other restrictions or obligations that are inconsistent with the execution of this Agreement or that will interfere with the performance of its obligations under this Agreement.

The Vendor hereby represents, warrants and covenants to Ezloct as follows:

It has been provided with a copy of, read, agreed with and accepted the terms and conditions contained in this Agreement;

It has the necessary skills, knowledge, experience and expertise required for the purposes of this Agreement, and it will in the performance of its obligations under the Agreement, observe the highest professional standards of integrity and fair dealing;

It is not owned or controlled by any director, officer or employee of Ezloct or their relatives;

It will not intentionally commit any act that will prejudice or damage the reputation of Ezloct;

It will implement appropriate mechanisms to protect the privacy and confidentiality of Ezloct, the Customers, and any other third party in relation to this Agreement or the Platform;

It will not violate Ezloct’s or any third-party’s Intellectual Property Rights;

It will comply with the Data Protection Laws;

It will comply with Ezloct’s privacy policy and terms of use at all times;

It will not use the Platform to sell goods that cannot be legally sold on the Platform, or legally owned, possessed, transported, exported or imported;

It will not use Customer information shared with it by Ezloct for order fulfilment, for any use other than the engagement. Such information shall not, in any situation, be used for marketing or contacting the Customers directly for any other purpose;

It will not intentionally commit any act that will prejudice or damage the reputation of Ezloct;

It will be solely responsible for the quality of the goods provided by it and any defects therein;

It is responsible for packaging the goods appropriately in a carriage worthy manner prior to shipping so that the goods are protected from damage and deterioration and will take utmost care in doing so. All fragile goods must be packaged appropriately, with sufficient disclaimer being made to this effect;

It has a valid, clear and marketable title to all the products being displayed, advertised and sold through the Platform under the terms of this Agreement;

It has the right to use the trademarks, designs, copyrights and other Intellectual Property related to the products or its packaging;

It will not adopt unfair trade practices;

It will not falsely represent itself as a consumer and post reviews about its goods or misrepresent the quality or features of any goods;

It will not refuse to take back goods, withdraw or discontinue goods purchased or agreed to be purchased or refused to refund consideration paid if its goods are defective, deficient or spurious, or not of the characteristics or features advertised or agreed to, or if the goods are not delivered in the manner agreed to with the Customer;

It will appoint a grievance officer for consumer grievance redressal and ensure that the grievance officer acknowledges the receipt of consumer complaints within 48 (forty-eight) hours and redress the complaints within 1 (one) month from receipt thereof;

It will ensure that the advertisements for marketing of its goods are consistent with the actual characteristics, access and usage conditions of such goods;

It will provide to Ezloct such details as Ezloct may request from time to time, and it will keep the information provided to Ezloct updated at all times;

It will ensure its compliance at all times with the Consumer Protection Act, 2019, and the Consumer Protection (E-commerce) Rules, 2020; and

It will provide the following information with respect to the Platform: (i) all contractual information required to be disclosed by Applicable Law; (ii) total price in single figure of any good or service, along with the breakup price for the good or service, showing all the compulsory and voluntary charges such as delivery charges, postage and handling charges, conveyance charges and the applicable tax, as applicable; (iii) all mandatory notices and information provided by Applicable Law, and the expiry date of the good being offered for sale, where applicable; (iv) all relevant details about the goods offered for sale by the seller including country of origin which are necessary for enabling the consumer to make an informed decision at the prepurchase stage; (v) the name and contact numbers, and designation of the grievance officer for consumer grievance redressal or for reporting any other matter; (vi) name and details of importer, and guarantees related to the authenticity or genuineness of the imported products; (vii) accurate information related to terms of exchange, returns, and refund including information related to costs of return shipping in a clear and accessible manner; (viii) relevant details related to delivery and shipment of such goods; and (ix) any relevant guarantees or warranties applicable to such goods.

The Vendor agrees and acknowledges that the Platform is provided “as is” and “as available” without any representations, conditions, warranties or covenants including statutory or implied representations, warranties or conditions of merchantability, or fitness for a particular purpose all of which are expressly disclaimed or excluded. While Ezloct will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner that minimises errors and interruptions Ezloct does not warrant that the Platform will be error free or uninterrupted. The services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance or because of other reasons beyond Ezloct’s reasonable control but Ezloct will use reasonable effort to provide advance notice of scheduled disruptions.

DISCLAIMER, LIABILITIES AND INDEMNITIES

The Vendor agrees and acknowledges that the Vendor is solely liable for the goods it provides, including defects therein, and any liability that the Customer may incur from the purchase of such goods. Ezloct shall not, in any manner whatsoever be responsible to the Customer for the same.

The Vendor agrees to indemnify, defend and hold Ezloct and its directors, shareholders, and Affiliates (“Indemnified Persons”) harmless for damages, costs, claims, injuries, losses, or liabilities including reasonable attorneys’ fees (collectively “Losses”) incurred by Ezloct, from any claim:

arising from errors or misrepresentations made by the Vendor;

arising from the Vendor’s non-compliance with the Applicable Law;

arising from the Vendor’s dishonest, negligent, fraudulent or criminal conduct; or

arising from the Vendor’s breach of any obligation, representation, covenant or warranty under this Agreement;

brought by the Customer in respect of defects in goods or deficiency in services by and attributable to the Vendor;

relating to hacking or lapse in security in the Platform attributable to the Vendor;

relating to the infringement of a third party’s rights including Intellectual Property rights and privacy rights; or

relating to any physical damage to property, or personal injury or death, caused by the Vendor or any of its Affiliates or agents.

In case of any litigation or any other claim against the Indemnified Persons which triggers the indemnification obligations of the Vendor, the Vendor will defend the claim or action, consistent with the Indemnified Person’s rights and negotiate its settlement or compromise. However, the Indemnified Persons may participate in the defence or settlement negotiations and pay its own associated costs.

Indemnified Persons have the right to take any action on behalf of themselves, to settle, adjust, defend or otherwise dispose of a claim, in which case the Vendor will immediately indemnify the entire amount to the Indemnified Persons. The Vendor will co-operate with Ezloct and provide all assistance, information and documents that may be required by Ezloct to the settle any claims.

Ezloct will not be liable for any delays and interruptions in the provision of the Platform that is not attributable to it or that is attributable to reasons beyond its control.

In no event will Ezloct’s aggregate liability under the Agreement exceed the Subscription Fee paid by the Vendor under the Agreement in the 3 (three) months preceding the event giving rise to the liability.

Neither Party will be liable for indirect, incidental, special, consequential damages, loss of profits, loss of business or other similar losses even if the Party has been advised of the possibility of the damages.

This Clause 6 will survive the termination or expiry of the Agreement.

CONFIDENTIALITY

The Parties must use Confidential Information only for the purpose of this Agreement.

Each Party will treat Confidential Information received under this Agreement, as strictly secret. Each Party will use at the least the same degree of care with respect to the other Party’s Confidential Information as it would employ with its own Confidential Information of like importance, and this degree of care will not be less than that which is employable by a reasonable person.

Each Party remains the owner of its Confidential Information. Neither the Agreement nor any disclosure of Confidential Information made by a Party under it conveys a licence or right to any Intellectual Property of the other Party except if specifically provided for in this Agreement.

Confidential Information may be disclosed by Ezloct to its officers, employees, sub-contractors and advisors (“Representatives”) who:

Have a reasonable need to know the Confidential Information;

Have been informed that the information provided is Confidential Information; and

Have agreed to be bound by the terms of this Agreement.

Confidential Information will not be used, reproduced or disclosed to any person other than those persons specifically authorised under this Agreement. Each Party will secure the Confidential Information in its possession against theft, loss or unauthorised disclosure or use. In case of a breach or discovery of a breach of this Clause 7 each Party will immediately inform the other Party of the breach and will comply with the instructions received from the other Party and assist the Party in mitigating the damage or loss caused by the breach. Each Party will co-operate with investigations and actions taken by the other Party to protect its Confidential Information from unauthorised use or disclosure.

Each Party will keep the Confidential Information and all information derived from it separate from all other documents and records.

Neither Party will print nor make copies of the Confidential Information without the prior written consent of the disclosing Party, except as is necessary under this Agreement.

Neither Party will store nor back-up any Confidential Information of the other Party without obtaining written consent of the other Party as to the type of media, periodicity and safekeeping process.

If a Party is required to disclose any Confidential Information under the Applicable Law it will notify the other Party of the requirement in writing so that the other Party may take remedial action. The Party will also limit the disclosure to the extent necessary under the law and mark all disclosures as “confidential”.

Each Party acknowledges that a breach of this Clause 7 would cause irreparable injury to the other Party for which they would have no adequate remedy under the Applicable Law, and it will be open to the other Party to apply for and obtain injunctive or declaratory relief against the Party in breach.

This Clause 7 will survive the termination or expiry of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

Each Party will retain title to and ownership in its own Intellectual Property. Ezloct retains all Intellectual Property in the Platform and Background IPR.

Title and ownership in all Intellectual Property created or produced as a result of the Onboarding other than the Vendor’s data, including all information, reports, studies, computer programs and systems, object and source code, flow charts, diagrams and other tangible material will vest in Ezloct.

Further, Ezloct will own all Intellectual Property Rights for or resulting from innovations, tools or approaches that are developed in the course of this Agreement that does not solely rely on the Vendor’s Intellectual Property Rights or Confidential Information.

The Vendor hereby grants Ezloct a limited, non-exclusive licence to use its Intellectual Property provided by it for the purposes of this Agreement including its name, trademark and logo on the Platform, social media platforms and all marketing material and channels associated with the Platform.

The Vendor will not challenge or assist any third party in challenging Ezloct’s Intellectual Property Rights.

NON-SOLICITATION

During the term of this Agreement and for 1 (one) year after its termination, neither the Vendor nor any of its promoters or directors, either on their own or acting in conjunction with other persons, will solicit, employ or take away any person or attempt to solicit, employ or take away any person who is an employee of Ezloct or has been an employee of Ezloct unless 1 (one) year has passed from the termination of or resignation from their employment, nor will they induce or attempt to induce any such person to the leave their employment with Ezloct.

INFORMATION SECURITY AND DATA PROTECTION

Ezloct will use commercially reasonable efforts to ensure that the Platform is configured or operated in a manner so that it remains secure from unauthorised access, intrusion or interference.

However, the Platform may be subject to cybersecurity incidents including malware, ransomware, data or business information loss, leakage or attacks, DoS attacks, skimming, parameter tampering, man-in-the middle attacks, phishing, spoofing and other similar incidents and Ezloct will not be liable for any loss or damage that may arise from such incidents if Ezloct has made the abovementioned commercially reasonable efforts.

If such incidents are attributable to the Vendor’s negligence, misconduct or breach of this Agreement, the Vendor will fully reimburse Ezloct of all costs, expenses, damages and liabilities arising in relation to the incident.

The Vendor will be responsible for any personal data that is accessed, processed, stored or transmitted by it through the Platform.

GENERAL PROVISIONS

If any dispute arises between the Parties in connection with this Agreement, the Parties will conduct negotiations in good faith to solve the dispute. If mutual resolution cannot be reached within 30 (thirty) days from the date of first notice of the dispute, either Party will be free to refer the dispute to an arbitral tribunal comprising of a sole arbitrator. The arbitration proceedings will be governed by the Arbitration and Conciliation Act, 1996, and the rules framed under it. The venue, place and seat of the arbitration will be Hyderabad, India, and the language of the arbitration proceedings will be English. The award rendered will be in writing, accompanied by the reasons for the decision. The award will allocate or apportion the costs of the arbitration as the arbitral tribunal considers fair. The award made will be final and binding on the Parties. However, this Clause does not prevent Ezloct from applying to any court of competent jurisdiction in respect of monies owed to it under this Agreement.

This Agreement is governed by the laws of the Republic of India. Subject to Clause 11.1 above, the courts at Hyderabad, India, have exclusive jurisdiction over any disputes arising out of this Agreement.

Neither Party will use the name, trademark, service mark or logo of the other Party or its Affiliates in any material published by it without the prior written consent of the other Party.

A change in law including an amendment to or suspension of existing laws and the introduction of a new law will be given effect to for the purposes of this Agreement unless it jeopardises the interest of either Party or increases the liability or obligations of either Party in which case the terms and consideration of the Agreement must be renegotiated by the Parties in writing.

The rights, powers, privileges and remedies provided under this Agreement are cumulative and not exclusive of rights, powers, privileges or remedies provided by the Applicable Law. This Agreement does not prevent a Party from enforcing its rights under the Applicable Law. The Parties, in addition to other remedies available to them, are entitled to seek (i) a decree or order of specific performance to enforce the observance of the Agreement and/or (ii) an injunction restraining a breach or threatened breach of the Agreement.

This Agreement including the schedules sets forth the entire agreement and understanding between the Parties relating to the subject matter and supersedes and merges all prior discussions between the Parties. No modification of, or amendments to this Agreement, nor any waiver of any rights under this Agreement will be effective unless it is made in writing signed by the Party to be charged.

This Agreement and the rights and obligations under it will not be assigned or sub-contracted by the Vendor without the written consent of Ezloct. Ezloct reserves the right to assign and sub-contract the Agreement in whole or part without the consent of the Vendor.

Ezloct is under no liability to the Vendor in respect of anything that may constitute a breach of this Agreement arising out of circumstances beyond the control of Ezloct that prevents Ezloct from discharging its obligations under the Agreement for a period exceeding 30 (thirty) days. This includes acts of God, flood, fire, drought, explosion, sabotage, riots, civil commotion, internet outages, power blackouts, and the acts of local governments and parliamentary authorities amongst other things.

Nothing contained nor implied in this Agreement will create or constitute a partnership between the Parties. Neither Party will act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other Party to any obligation. Representatives and other personnel employed by one Party will remain the exclusive employees of that Party. Both Parties are entitled to enter into similar agreements with third parties.

If one or more of the provisions in this Agreement are deemed unenforceable by law, then the remaining provisions will continue in full force and effect.

This Agreement will be binding upon the successors and assigns of both Parties.

No waiver by Ezloct of any breach of this Agreement is a waiver of any preceding or succeeding breach. No waiver by Ezloct of any right under this Agreement will be construed as a waiver of any other right.

This Agreement is being executed electronically and each Party recognises that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement on the Parties. No Party shall claim invalidity of this Agreement, on the grounds that this Agreement is being executed electronically. This Agreement is an electronic record in terms of Information Technology Act, 2000 and rules made thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures.

Any notices required to be given under the Agreement will be given to the Party by hand delivery or registered post at the address specified above, or at the time of Onboarding or at any other address the Party specifies in writing. Notices may also be given by the Parties to each other through email at the addresses agreed to in writing between the Parties. The notice will be deemed to have been given 2 (two) days after dispatch by domestic post; 7 (seven) days after dispatch by international post; immediately on the sender receiving confirmation of receipt by email; or immediately upon receipt when sent by hand delivery.