MASTER SUBSCRIPTION AGREEMENT

THIS MASTER SUBSCRIPTION AGREEMENT EFFECTIVE AS OF THE DATE SET FORTH ON THE FIRST ORDER FORM OR THE CUSTOMER’S FIRST USE OF THE PLATFORM, WHICHEVER IS EARLIER, IS BETWEEN OML ENTERTAINMENT PRIVATE LIMITED AND/OR ANY OF ITS AFFILIATES (“HYPOTHESIS”) AND THE CUSTOMER AND GOVERNS THE CUSTOMER’S USE OF HYPOTHESIS PLATFORM AND PLATFORM SERVICES.

THE FOLLOWING SHALL BE DEEMED TO CONSTITUTE ACCEPTANCE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY QUALIFICATION OR LIMITATION: (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING HYPOTHESIS PLATFORM SERVICES INCLUDING ALL URLS (INCLUDING BUT NOT LIMITED TO THE HYPOTHESIS WEBSITE ‘https://www.hyp.io/’, OTHER URLS SERVED BY HYPOTHESIS) AS WELL AS ANY NON- HYPOTHESIS APPLICATION AND ADDITIONAL PARTNER SERVICE ON HYPOTHESIS PLATFORM SERVICES.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MAY NOT ACCEPT THIS AGREEMENT AND MUST NOT USE THE PLATFORM OR THE SERVICES IN ANY MANNER WHATSOEVER. IF THE USER ACCESSES THE WEBSITE OR RECEIVES OR USES PLATFORM SERVICES ON BEHALF OF ANY PARTY (INCLUDING ANY BODY CORPORATE) OTHER THAN THE CUSTOMER, THAT PARTY SHALL ALSO BE BOUND BY THE TERMS OF THIS AGREEMENT AS IF THAT PARTY WERE A USER. THE USER WARRANTS AND REPRESENTS THAT THEY ARE AUTHORIZED BY ANY SUCH PARTY TO BIND THAT PARTY TO THIS AGREEMENT.

1. DEFINITIONS

“Additional Services” refer to services that are not presently included in the scope as part of the Purchased Services and that can be procured by the Customer on payment of relevant fees/ charges.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the Customer. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means and includes this Master Subscription Agreement, each applicable Order Form and annexures attached thereto, and the Policies.

“Balance” refers to the amount payable by Customer to Hypothesis in lieu of the Purchased Services and includes any past dues (balance outstanding) or interest payable thereon.

“Beta Services” means any HYPOTHESIS Platform Services or functionality that may be made available to Customer to try as an option which is clearly designated as beta, pilot, limited release, developer preview, non- production, evaluation, or by a similar description.

“Content” means information including without limitation, the text, software, scripts, graphics, pictures, sounds, music, videos, interactive features, paintings, photographs and digital painting provided by the Customer to HYPOTHESIS.

“Customer” means in the case of an individual accepting this Agreement on their own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity as identified in the Order Forms for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates).

“Customer Data” means electronic data and information submitted by or for Customer to HYPOTHESIS, excluding Content.

“Due Date” falls 7 (Seven) days after the Invoice Date.

“Free Trial Services” means any product, service or functionality that may be made available to Customer to try at Customer’s option, at no additional charge, and which is designated as “beta,” “trial,” “pilot,” “evaluation,” or by a similar designation.

“Free Trial Services Period” shall mean the period commencing from the Services Start Date for such Free Trial Services and ending at the earlier of (a) the start date of any subscriptions purchased by the Customer for such Free Trial Services pursuant to the conversion of such Free Trial Services into Purchased Services, or (b) expiry of the term of such Free Trial Services as determined by HYPOTHESIS, or (c) termination by HYPOTHESIS of such Free Trial Services in its sole discretion.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Non-HYPOTHESIS Application” means any web-based, mobile, offline or any other software application functionality that inter- operates with the HYPOTHESIS Platform and Platform Services.

“Order Form” means an ordering document or online order which references this Master Subscription Agreement, specifying the Purchased Services to be provided hereunder that is entered into between the Customer or any of their Affiliates and HYPOTHESIS, including any annexures, addendum, and supplements thereto. By entering into an Order Form, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. All Order Forms are hereby incorporated herein by reference.

“Paid Trial Services” means any product, service or functionality that may be made available to Customer to try at Customer’s option, and which is designated as “beta,” “trial,” “pilot,” “evaluation,” or by a similar designation, subject to payment of relevant fees/ charges.

“Partner Service on Platform” refers to services that Hypothesis may make available to Customer through various partners and delivered through the platform.

“Platform” refers to the HYPOTHESIS platform available on the website hyp.io and other URLs (hyp.io) served by HYPOTHESIS and/or any mobile application or other online or offline digital platform owned, operated, developed and/ or updated by HYPOTHESIS.

“Platform Service(s)” means any services made available on the HYPOTHESIS Platform and includes any new services and updates launched by HYPOTHESIS from time to time, any Additional Services, Beta Services, Free Trial Services and Paid Trial Services.

“Policies” means, collectively, the HYPOTHESIS Platform’s Privacy Policy (https://www.hyp.io/privacypolicy) and Terms of Service (https://www.hyp.io/termsandconditions) as updated from time to time, as well as any other document which details and/or governs the use of the HYPOTHESIS Platform and/or the Platform Services to be provided by HYPOTHESIS.

“Purchased Services” means such services that Customer or Customer’s Affiliate purchased under an Order Form, as distinguished from any Free Trial Services, and may include, without limitation, any Additional Services, Paid Trial Services and/or Beta Services (as applicable).

“Service Start Date” refers to the date from which the specific Purchased Services are requested as per the Order Form becomes effective and in the case of Free Trial Services, the date of such access or use of the Free Trial Services or such other date as may be notified to the Customer in writing by HYPOTHESIS.

“User” means, in the case of an individual accepting these terms on their own behalf, the Customer, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use and access the Platform and Platform Services on the Customer’s behalf, and/or for whom Customer has purchased a subscription (or in the case of any Platform Services provided without charge, for whom any such Platform Service has been provisioned), and to whom Customer (or, when applicable, HYPOTHESIS at Customer’s request) has supplied a user identification and password (for Platform Services utilizing authentication), at all times subject to the maximum number of subscriptions for Users purchased by the Customer, and/or such categories of Users, as specified in the Order Form. Users may include, for example, employees, consultants, contractors, representatives and agents of Customer, and third parties with whom Customer transacts business. Customer shall remain liable to comply with this Agreement and shall be responsible for a User’s breach of this Agreement.

2. HYPOTHESIS RESPONSIBILITIES

2.1 Provision of Purchased Services and Free Trial Services: HYPOTHESIS will (a) make the Purchased Services and/or Free Trial Services available to Customer pursuant to this Agreement, including the applicable Order Forms; (b) provide the applicable HYPOTHESIS standard support as per the Order Form for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased; (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for (i) Scheduled Maintenance as defined in the Order Form, and (ii) any unavailability caused by circumstances beyond HYPOTHESIS’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving HYPOTHESIS employees), internet service provider failure or delay, act or omission of Customer or Users, Customer Data or Content, Non-HYPOTHESIS Application, actions of third party platforms or denial of service attack; and (d) provide the Purchased Services in accordance with laws and government regulations applicable to HYPOTHESIS’s provision of its Platform Services to its customers generally (i.e., without regard for Customer’s particular use of the Purchased Services and/or Free Trial Services), and subject to Customer’s use of the Purchased Services and/or Free Trial Services in accordance with this Agreement including the applicable Order Form; (e) not consider downtime for any outage that results from any Scheduled Maintenance (as defined in the Order Form) performed by the Platform (i) from the Service Start Date of which the Customer is notified at least forty-eight (48) hours in advance, (ii) during Customer implementation period, and (iii) as a result of Customer request outside of the normal Scheduled Maintenance.

2.2 Protection of Customer Data: HYPOTHESIS will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer data as per its Policies. The Customer shall have sole responsibility and liability for (a) the legality, appropriateness, and integrity of Customer Data; (b) the completeness, reliability, accuracy and quality of Customer Data; (c) obtaining and maintaining all necessary licenses and consents required to use Customer Data, if any. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with all applicable data protection laws. HYPOTHESIS may create systems to evaluate such data for analysis and providing benchmarking statistics to the Customer.

NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY HYPOTHESIS” SECTION BELOW, THE PLATFORM SERVICES, NON- HYPOTHESIS APPLICATION (IF ANY) AND PARTNER SERVICES ON PLATFROM ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND HYPOTHESIS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE PLATFORM SERVICES.

2.3 CHANGE ORDER: Changes to an Order Form will require, and shall become effective only when, fully documented in a written change order (each a “Change Order”) and signed by duly authorized representatives of the parties prior to implementation of the changes. Such changes may include, for example, changes to the Purchased Services and any corresponding changes to the estimated fees and schedule. Change Orders shall be deemed part of, and subject to, this Agreement.

2.4 ADDITIONAL SERVICES: HYPOTHESIS may, at a later date, make available to the Customer Additional Services that are not part of the Purchased Services. The Customer shall have an option to avail such Additional Services as per applicable pricing and any other applicable terms as may be agreed to between the parties under the Order Form and/or Change Order.

2.5 UPDATES AND SUPPLEMENTS: HYPOTHESIS may alter or remove existing parts of the Platform Services or launch new Platform Services, from time to time, to improve the overall Platform. Some of these updates and/ or supplements shall be a part of Platform Services and would be available to the Customer free of cost, whereas others may be independent offers with a separate fee structure and any other applicable terms.

2.6 FREE TRIAL SERVICES: If Customer registers or accepts an invitation for Free Trial Services, including through the Platform or by emailing such person as may be designated by HYPOTHESIS for such purpose, HYPOTHESIS will make such Free Trial Services available to Customer on a trial basis, free of charge, as further detailed in writing by HYPOTHESIS. For the avoidance of doubt, the terms of the “FEES AND PAYMENTS” section below shall not apply to such Free Trial Services during the Free Trial Services Period, provided however, HYPOTHESIS in its sole discretion reserves the right to make the continued use and access of such Free Trial Services chargeable to the payment of such relevant fees as may be determined by HYPOTHESIS following the end of the Free Trial Services Period and/or pursuant to the conversion of such Free Trial Services into Purchased Services.

3. USE OF SERVICES AND CONTENT

3.1 Subscriptions: Unless otherwise provided in the applicable Order Form, (a) Purchased Services are purchased as subscriptions for the Term stated in the applicable Order Form; (b) subscriptions for additional Purchased Services or number of Users may be taken during a subscription Term as per applicable pricing, prorated for the portion of that subscription Term remaining at the time the subscriptions are added; and (c) any added subscriptions will terminate on the same date as the original subscription. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by HYPOTHESIS regarding future functionality or features.

3.2 User and Usage Limits: Purchased Services are subject to User and usage limits specified in Order Forms. If Customer exceeds such usage limit, HYPOTHESIS may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding HYPOTHESIS’s efforts, Customer is unable or unwilling to abide by the usage limit, Customer will execute an Order Form for additional quantities of the applicable Purchased Services promptly upon HYPOTHESIS’s request, and/or pay any additional fees for excess usage in accordance with the “Invoicing and Payment” section below.

3.3 Customer Responsibilities: Customer agrees to access and use the Platform and Platform Services solely during the Term, in accordance with the terms and conditions of this Agreement and in compliance with all laws and regulations that may be applicable. Customer will (a) be responsible for Users’ compliance with this Agreement and for the security of its Users’ usernames and passwords (if required to access the Platform and Platform Services), (b) be responsible for the accuracy, quality and legality of Customer Data and Content, the means by which Customer acquired Customer Data and Content, Customer’s use of Customer Data and Content with the Platform Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Purchased Services, and notify HYPOTHESIS promptly of any such unauthorized access or use, (d) use Purchased Services only in accordance with this Agreement including Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-HYPOTHESIS Applications. Any use of the Platform in breach of the foregoing by Customer or Users that in HYPOTHESIS’s judgment threatens the security, integrity or availability of HYPOTHESIS Platform, may result in HYPOTHESIS’s immediate suspension of the Purchased Services. Notwithstanding the foregoing, HYPOTHESIS may suspend the Customer’s or any User’s access to any portion or all of the Platform and/or Platform Services if HYPOTHESIS reasonably determines that: (a) there is a threat or attack on the Platform; (b) Customer’s or any User’s use of the Platform disrupts or poses a security risk to HYPOTHESIS or to any other customer or vendor of HYPOTHESIS; (c) HYPOTHESIS’s provision of the Platform Services to Customer or any User is prohibited by applicable law, however HYPOTHESIS will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension. HYPOTHESIS will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of such suspension.

3.4 Usage Restrictions: The Platform Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. Customer will not (a) make any Platform Service available to anyone other than Customer or Users, or use any Platform Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form; (b) sell, resell, license, sublicense, transfer, distribute, make available, rent or lease any Platform Service or include any Platform Service in a service bureau or outsourcing offering; (c) use a Platform Service or Non-HYPOTHESIS Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third-party intellectual property or privacy rights; (d) use a Platform Service or Non-HYPOTHESIS Application to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Platform or any Platform Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Platform Service or its related systems or networks; (g) permit direct or indirect access to or use of any Platform Services in a way that circumvents the usage limit under the Order Form, or use any Platform Services to access or use any of HYPOTHESIS intellectual property except as permitted under this Agreement; (h) modify, copy, or create derivative works based on Platform Services or any part, feature, function or user interface thereof; (i) copy third party content except as permitted herein or in an Order Form; (j) frame or mirror any part of any Platform Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Order Form, (k) disassemble, decode, reverse engineer, or decompile a Platform Service or access it to: (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the Platform, (iii) copy any ideas, features, functions or graphics of the Platform; or (iv) determine whether the Platform Services are within the scope of any patent; (l) remove any proprietary notices from the Platform; (m) attempt to test, scan, probe, or hack the Platform or any underlying software, servers, or networks or breach the security, authentication, or encryption measures; (n) attempt to interfere with the Platform by overloading, flooding, or causing a denial of service to Customer or third parties; (o) use or attempt to use any engine, software, tool, agent, or other device or apparatus, method, or mechanism (including without limitation browsers, spiders, robots, or intelligent agents) to scrape or collect data from the Platform through manual or automated means, including in any manner inconsistent with the use as permitted under this Agreement.

3.5 Removal of Content: If Customer receives notice that any Content must be removed, modified and/or disabled to avoid violating applicable law, third- party rights, or the provisions of this Agreement and the Policies, Customer shall promptly do so. If Customer does not take required action in accordance with the above, or if in HYPOTHESIS’s judgment continued violation is likely to reoccur, HYPOTHESIS may take down the applicable Content, and/or disable the Purchased Service and/or Non-HYPOTHESIS Application. If requested by HYPOTHESIS, Customer shall confirm such deletion and discontinuance of use of the Content in writing and HYPOTHESIS shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if HYPOTHESIS is required by any third- party rights holder to take down Content or receives information that Content may violate applicable law or third-party rights, HYPOTHESIS may discontinue Customer’s access to the Purchased Services.

3.6 HYPOTHESIS shall be free at any time to take down any Content from the Platform for any reason whatsoever and the same shall not be considered a breach or non-compliance of this Agreement.

3.7 Integration with Non-HYPOTHESIS Applications and Partner Services on Platform:The Platform Services may contain features designed to interoperate with Non-HYPOTHESIS Applications and/or Partner Services on Platform. HYPOTHESIS cannot guarantee the continued availability of such features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-HYPOTHESIS Application and/or Partner Services on Platform ceases to make the Non-HYPOTHESIS Application and/or Partner Services on Platform available for interoperation with the corresponding Platform Service features in a manner acceptable to HYPOTHESIS.

4. FEES AND PAYMENT

4.1 Fees: Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form; (a) fees are based on Purchased Services and subscriptions purchased and not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant subscription Term.

4.2 Invoicing and Payment:Billing shall be depending on the agreed terms in the Order Form, (the “Billing Cycle”). HYPOTHESIS will submit an invoice in an electronic format to the Customer in respect of Additional Services due for the relevant period. HYPOTHESIS reserves the right to determine in its sole discretion the format of the Invoice. Customer will provide HYPOTHESIS with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to HYPOTHESIS. If Customer provides credit card information to HYPOTHESIS, Customer authorizes HYPOTHESIS to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription Term and/or any renewal subscription Term(s). Such charges shall be made in advance, in accordance with such billing frequency as stated in the applicable Order Form. If the Order Form specifies that payment will be made by a method other than a credit card, HYPOTHESIS will invoice the Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due before the end of the subscription period. Customer is responsible for providing complete and accurate billing and contact information to HYPOTHESIS and notifying HYPOTHESIS of any changes to such information. HYPOTHESIS has a right to suspend or terminate the Purchased Services forthwith on delay or non-payment of outstanding dues.

4.3 Overdue Charges: If any invoiced amount is not received by HYPOTHESIS by the expiry of the Due Date, then without limiting HYPOTHESIS’s rights or remedies; (a) those charges may accrue late interest at the rate of 1.5% of the outstanding Balance per month, or the maximum rate permitted by law, whichever is lower; and/or (b) HYPOTHESIS may condition future subscription renewals and Order Forms on payment terms other than those specified in the “Invoicing and Payment” section above.

4.4 Billing Disputes: If Customer in good faith disputes any portion of an invoice it must pay the undisputed amount of the Invoice on or before the date that the subscription ends and provide written notice to HYPOTHESIS of the billing dispute within seven (7) days after invoice date. Such notice must include documentation substantiating the dispute. Customer’s failure to notify HYPOTHESIS of a dispute within such specified period shall be deemed to be Customer’s acceptance of such charges. The parties will make a good faith effort to resolve disputes as expeditiously as possible. If a dispute is resolved in favor of Customer, Customer shall receive an adjustment in the next bill. In the event of over billing, Customer may request billing adjustments substantiated by underlying documentation till (a) Within sixty (60) days of provided subscription, or (b) Sixty (60) days after the relevant invoice date, whichever is later. If Customer has no Balance outstanding, a payment for such amounts will be issued to Customer within thirty (30) days of verification of the claim. If Customer has a Balance outstanding at the time, a credit will be issued in the next invoice.

4.5 Taxes: HYPOTHESIS's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, goods and services tax (GST), value- added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder whether charged to or against HYPOTHESIS, its suppliers or affiliates or Customer associated with the Platform Service, Partner Service on Platform, Non-HYPOTHESIS Applications, or Additional Services provided to Customer (“Additional Charges”). Customer shall pay such Additional Charges in addition to all other charges provided for herein, unless Customer provides HYPOTHESIS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, HYPOTHESIS is solely responsible for taxes assessable against it based on its income, property and employees.

4.6 ADJUSTMENTS: Hypothesis may make billing adjustments substantiated with documentation for a period of thirty (30) days after the Due Date of an invoice, or thirty (30) days after the date a service is rendered or changed, whichever is later.

5. PROPRIETARY RIGHTS AND LICENSES:

5.1 Reservation of Rights: Subject to the limited usage rights in and to the Platform and Platform Services expressly granted hereunder, HYPOTHESIS, its licensors (as applicable) reserve all of their right, title and interest in and to the Platform and Platform Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2 Access to and Use of Platform and Platform Services: This Agreement is a subscription agreement and not an agreement for sale. Customer acknowledges that HYPOTHESIS and its licensors (as applicable) have and shall retain exclusive ownership of all proprietary rights to the Platform and Platform Services, including but not limited to the content, layout, functions, features, code, appearance, patents, copyrights, derivative works thereof, trademarks, trade secrets, and other proprietary rights that form a part of, or are otherwise related to, the Platform and the interface, and any derivative works thereof, throughout the world. The Customer does not and will not have any ownership rights in HYPOTHESIS’s intellectual property or any part thereof. Customer has a non-transferable, non- exclusive limited right to access and use the Platform and Platform Services during the subscription Term, subject to the terms of this Agreement. The right to such access and usage of the Platform as per the specified time period in the Order Form does not, and shall not be deemed to, convey to Customer any right title or interest of any kind in and to the Platform, including but not limited to its hardware/software, algorithms, data center facilities, devices or other facilities utilized in connection with the Platform, Platform Services, Partner Services on Platform, Non- HYPOTHESIS Applications, or Additional Services. Nothing in these terms and conditions or elsewhere in any commercial arrangement will be deemed to or require HYPOTHESIS to transfer, assign or license any intellectual property to the Customer or Users. These terms and conditions constitute a “use” (or provisional) license to components that make up the Platform Services as per the plan subscribed by the Customer and does not extend license to resell to third parties by Customer or to any of Hypothesis’s intellectual property rights.

5.3 License by Customer to HYPOTHESIS: Customer grants HYPOTHESIS a worldwide, perpetual license to use Customer name, logo and Content as may be required by HYPOTHESIS to identify the Customer as a client in connection with any sales presentations, case studies, website (www.hyp.io) marketing materials and activities.

5.4 License by Customer to Use Feedback: Customer hereby grants to HYPOTHESIS a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Platform and Platform Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of HYPOTHESIS’s Platform and Platform Services without any attribution or compensation to the Customer, User or any other party. However, HYPOTHESIS is not required to use any feedback.

6. AUDIT

6.1 HYPOTHESIS may audit the Customer’s use of the Platform and Purchased Services within the limitations of the Customer’s subscription at HYPOTHESIS’s own cost by providing Customer with seven (7) days’ prior written notice. HYPOTHESIS may ask a qualified third party, who will be obliged to maintain confidentiality, to perform the audit. Customer shall keep complete and accurate records to permit an accurate assessment of Customer’s compliance with the subscription. Customer hereby guarantees that all access rights, documents, information, materials, Users and other required information will promptly be made available to HYPOTHESIS and/or its third-party partners in advance and free of charge to allow HYPOTHESIS to conduct the audit. If the audit reveals that Customer has used the Platform and/or Purchased Services beyond the scope of Customer’s subscription, Customer will pay all applicable subscription fees for such overuse in accordance with HYPOTHESIS’s then-current price list together with any costs associated with the audit, within thirty (30) days of such notice from HYPOTHESIS. HYPOTHESIS’s acceptance of any payment shall be without prejudice to any other rights or remedies HYPOTHESIS may have under this Agreement or any applicable laws.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information:“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of HYPOTHESIS includes the Platform configuration and interface, Platform Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of any future HYPOTHESIS Platform Services and features.

7.2 Protection of Confidential Information:As between the parties, each party retains all ownership rights in and to its respective Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and shall (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, HYPOTHESIS may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-HYPOTHESIS Application provider to the extent necessary to perform HYPOTHESIS’s obligations under this Agreement, under terms of confidentiality, materially as protective as set forth herein.

7.3 Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonably assist the Disclosing Party, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1 Representations: Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Customer and User shall ensure that: Any Content uploaded by the Customer on the Platform is in accordance with applicable laws and does not contain Content that is or contrary to public policy or infringes the copyright or other intellectual property or proprietary right, right of privacy, right of publicity, moral right, performers’ right of any person or is anti-national or against the declared public policies of the nation or defamatory to any religious faith or shall have any nudity, semi nudity or anything which panders to puritan taste or which offend public morality, and shall not infringe, any rights of copyright and/or related laws;

8.3 HYPOTHESIS Warranties: HYPOTHESIS warrants that during an applicable subscription Term (a) this Agreement, will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer data; (b) HYPOTHESIS will not materially decrease the overall security of the Platform Services; (c) the Purchased Services will perform materially in accordance with the applicable documentation; and (d) subject to the “Integration with Non-HYPOTHESIS Applications” section above, HYPOTHESIS will not materially decrease the overall functionality of the Platform Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” or “Payment upon Termination” sections in this Agreement.

8.4 Hypothesis warrants that: Purchased Services and/or Trial Services shall be provided to Customer in accordance with the Order Form. As Hypothesis’s sole and exclusive obligation and Customer’s sole and exclusive remedy for any breach of the foregoing warranty, HYPOTHESIS shall use commercially reasonable efforts under the circumstances to remedy failures to conform to such warranty and restore such Purchased Services to comply with the terms of such warranty. THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE EXCLUSIVE WARRANTIES CONCERNING THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE PLATFORM SERVICES AND ANY ADDITIONAL SERVICES. HYPOTHESIS HEREBY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. HYPOTHESIS DOES NOT WARRANT THAT (A) INFORMATION INPUT INTO THE PLATFORM SERVICES WILL BE ACCURATE OR FREE OF ERRORS; (B) THE OPERATION OF THE PLATFORM SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED; OR (C) ALL ERRORS WILL BE CORRECTED. CUSTOMER ASSUMES ALL RISK. FURTHER HYPOTHESIS SHALL HAVE NO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE PLATFORM SERVICES RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS CONNECTIONS OR EQUIPMENT.

8.5 Disclaimers: EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BETA SERVICES, PAID TRIAL SERVICES AND FREE TRIAL SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

9. INDEMNIFICATION

9.1 Indemnification by HYPOTHESIS: If HYPOTHESIS receives information about an infringement or misappropriation claim related to a Platform Service, HYPOTHESIS may in its discretion and at no cost to Customer (a) modify the Platform Services so that they are no longer claimed to infringe or misappropriate, without breaching HYPOTHESIS’s warranties under “HYPOTHESIS Warranties” above; (b) obtain a license for Customer’s continued use of that Platform Service in accordance with this Agreement; or (c) terminate Customer’s subscriptions upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the Term of the terminated subscriptions.

9.2 Indemnification by Customer: Customer will defend HYPOTHESIS against any claim, demand, suit or proceeding made or brought against HYPOTHESIS by a third party alleging (a) that any breach of representation and warranty with respect to Content as uploaded or aggregated by the Customer on the Platform Services and/or Customer Data or Customer’s use of Customer Data with the Platform Services; or (b) the Customer’s use of the Platform or Platform Services in an unlawful manner or in violation of the Agreement, including gross negligence willful default while usage of the Platform Services, Partner Services on Platform, Non-HYPOTHESIS Applications and Additional Services (each a “Claim Against HYPOTHESIS”), and will indemnify HYPOTHESIS from any damages, attorney fees and costs finally awarded against HYPOTHESIS as a result of, or for any amounts paid by HYPOTHESIS under a settlement, or a Claim Against HYPOTHESIS. The above defense and indemnification obligations do not apply if a Claim Against HYPOTHESIS arises from HYPOTHESIS’s breach of this Agreement, or applicable Order Forms.

9.3 With respect to third parties that use Platform Services, Partner Services on Platform, Non-HYPOTHESIS Applications or Additional Services through Customer, Customer shall defend, indemnify and hold harmless HYPOTHESIS against any claims by such third parties for damages arising or resulting from any defect in or failure to provide Platform Services or Additional Services.

9.4 The indemnifying party agrees to defend the other against the claims as set forth above and to pay all reasonable litigation costs, lawyers’ fees, court costs, settlement payments, and any damages awarded or resulting from any such claims. The indemnified party shall promptly notify the indemnifying party in writing of any such claims, grant the indemnifying party sole control over the defense and settlement thereof, and assist the indemnifying party in the defense and settlement thereof at the indemnifying party’s expense.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HYPOTHESIS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

10.2 Exclusion of Consequential and Related Damages: IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10.3 Excepting only liability for HYPOTHESIS’s negligent or willful misconduct, HYPOTHESIS’s liability arising out of its provision of Platform Services hereunder, including but not limited to liabilities arising out of HYPOTHESIS’s negligence, mistakes and omissions, interruptions, delays, errors, or other defects in the Platform Services or breach of contract arising out of the failure to furnish Platform Services whether caused by acts of commission or omissions, shall be limited to the extension of allowances for interruptions as set forth in these terms and conditions. Such allowances for interruptions shall be the sole remedy for Customer, including any User of Customer, and the sole liability of HYPOTHESIS. Hereunder, HYPOTHESIS’s liability for damages or losses of any kind arising out of its furnishing Platform Services shall in no event exceed an amount equal to its fixed subscription fees. Notwithstanding the provisions of the preceding, HYPOTHESIS shall not be liable to Customer or any other User for any loss of, defects in, or any inability to furnish Platform Services due to Acts of God, Acts of Government, Wars, Internet backbone sabotage, Riots, Strikes, Failure of the internet system, Failure of a certified transmission equipment or other causes beyond Hypothesis’s control. Customer shall defend, indemnify and hold HYPOTHESIS harmless from any claims in context of Platform Services usage by Users or third parties to whom the Customer has extended Platform access. Except for Customer’s payment obligations hereunder, in no event either party shall be liable to other for any direct or indirect damages in respect of any matter arising out of or in connection with the provision of the Platform Services described in these terms and conditions or for any loss (whether direct or indirect) of profit, business, revenue, anticipated savings, goodwill, regardless of the foreseeability thereof, occasioned by the termination of Customer’s rights to use, or the preemption of or the failure of, or loss of technical quality of, the Platform Services or by any delay in commencement of these terms and conditions or by any other cause or matter whatsoever.

11. TERM AND TERMINATION

11.1 Term of Agreement: This Agreement commences on the Service Start Date and continues until the expiry or termination of all Purchased Services as per Order Forms and/or the Free Trial Services Period. (“Term”)

11.2 Term of Purchased Services: The Term of each Purchased Service shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, Purchased Services will automatically renew for additional periods equal to the expiring Purchased Services Term (subject to payment of any renewal fees), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant Purchased Services Term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced Purchased Service will be at HYPOTHESIS’s applicable pricing in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which the Purchased Service or Term for any Platform Services has changed from the prior Term will result in re-pricing at renewal without regard to the prior Term’s per-unit pricing.

11.3 Termination: HYPOTHESIS may terminate this Agreement for cause (a) upon 15 days’ written notice to the Customer of a breach under this Agreement, if such breach remains uncured at the expiration of such period; or (b) immediately if the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. HYPOTHESIS may terminate this Agreement for any other reason by giving a 30- days’ notice informing the Customer about the same. HYPOTHESIS shall have the right but not the obligation to terminate this Agreement for any event beyond its reasonable control, including without limitation, fire, explosion, unavailability of utilities or raw materials, internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions, by giving a 15 days’ written notice to the Customer. Customer has the right to terminate the License to the Platform Service by giving a 30-days’ notice informing HYPOTHESIS about the same.

11.4 Payment upon Termination: If this Agreement is terminated by HYPOTHESIS for cause in accordance with the clauses (a) and (b) of the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the Term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve the Customer of its obligation to pay any fees due and payable to HYPOTHESIS for the period prior to the effective date of termination. The Customer shall not be entitled to any refund for the unexpired period remainder of the Term of all Order Forms in any circumstances. In case the Customer terminates this Agreement as per “Termination” section above, the Customer shall be liable to make payment towards the usage of Platform Service for any payment date of the billing cycle that falls due in the 30 days’ notice period of the termination notice under the Order Form and the Platform Service will continue to be available to the Customer till the end of that last billing cycle that the Customer has paid for as per this “Payment upon Termination" section.

11.5 Surviving Provisions: The sections titled, “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Payment upon Termination,” “Removal of Content and Non-HYPOTHESIS Applications,” “Surviving Provisions”, “General Provisions”, and “Protection of Customer Data” will survive any termination or expiration of this Agreement.

12. GENERAL PROVISIONS

12.1 Anti-Corruption: Neither party has received or has been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.2 Entire Agreement and Order of Precedence: This Agreement is the entire agreement between HYPOTHESIS and Customer regarding Customer’s use of the Platform and Platform Services, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The Parties agree that any term or condition stated in the Customer’s purchase order or in any other Customer’s order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Policies. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. No rule of construction requiring interpretation against the draftsman hereof shall apply in the interpretation of this Agreement.

12.3 Relationship of the Parties: The provision of Platform Services, Partner Services on Platform, or Non-HYPOTHESIS Applications shall not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

12.4 Third-Party Beneficiaries: The provisions of this Agreement are for the benefit only of the parties hereto, and no third party may seek to enforce or benefit from these provisions.

12.5 Waiver: The failure of either party to enforce any provision hereof shall not constitute the permanent waiver of such provision.

12.6 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.7 Assignment: This Agreement is binding upon and shall inure to the benefit of the parties hereto and upon their respective successors and permitted assignees. Customer may not assign or transfer this Agreement including any rights or obligations thereunder without the prior written consent of HYPOTHESIS, which consent shall not be unreasonably withheld. HYPOTHESIS may assign this Agreement at any time without Customer’s consent.

12.8 Agreement to Governing Law and Jurisdiction: This Agreement shall, in all respects, be governed by and construed in accordance with the laws of India and it is expressly agreed that Courts in Mumbai shall have exclusive jurisdiction over disputes under this Agreement. Any dispute arising between HYPOTHESIS and Customer shall be resolved amicably, failing which such dispute shall be referred to a sole arbitrator mutually agreed between the Parties in terms of the Arbitration and Conciliation Act, 1996. Mumbai shall be the seat of the arbitration and the language used shall be English. The costs and expenses of the arbitration proceedings, including, without limitation, the fees of the arbitrator(s), shall be borne equally by both Parties. It is hereby clarified that each Party shall bear fees, disbursements and other charges incurred by it for its own counsel, legal practitioner and representatives.

12.9 Amendments / Changes in Agreement: HYPOTHESIS may occasionally update its Policies to reflect customer feedback and changes in the Platform Services. When HYPOTHESIS posts changes to its Policies, HYPOTHESIS will revise the “last updated” date at the top of its Policies. HYPOTHESIS encourages Customers and Users to periodically review these Policies. HYPOTHESIS will notify the Customer of any amendment to this Agreement and the Customer’s continued access and use of the Platform Services following the effective date of any such amendment may be relied upon by HYPOTHESIS as the Customer’s consent to any such amendment. If the Customer does not agree to the amendment, the Customer shall no longer be authorized to use either part of or the entire Platform and/or the Platform Services.