Reseller Agreement

THESE RESELLER TERMS OF SERVICE (the “Terms”) governs how you (“Reseller”) shall market, promote and re-sellsoftware-as-a-service products and other services of WizRocket Inc., (“CleverTap”) and its affiliates (“Products” and or“Services” as the case may be) and sets forth the basic terms and conditions under which the reselling of the Products and/or Services will be conducted. Customer and CleverTap are each a “Party” and collectively the “Parties”.By registering you agree to be bound by the Terms. If you are reselling the Services or the Websites on behalf of anorganization, you are agreeing to the Terms for that organization (in which event, “you”, “your” or “Reseller” will refer tothat organization) and representing to the CleverTap that you have the authority to bind that organization to the Termsunless that organization has a separate written contract in effect with us (an “Agreement”), in which event the Terms andthe Terms will govern your reselling of the Services; provided that if there is any conflict between the Terms and anAgreement, the provisions of the Agreement shall prevail. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOUMUST NOT RE-SELL THE SERVICES.We may, in our sole discretion, modify the Terms via email or by posting notice on any part of the Services or the onWebsite. The “Last Updated” date at the top the Terms indicates when the latest modifications were made to the Terms. Bycontinuing to resell the Service, you agree to any such modifications. In addition, when using particular services or features,you may be subject to any posted guidelines or policies applicable to such services or features that may be posted fromtime to time, including but not limited to the Privacy Policy as noted below. All such guidelines or policies are herebyincorporated by reference into these Terms.If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contactus at legal@clevertap.com

1. Definitions

• 1.1. Affiliate: shall mean any corporation, firm, partnership, or other entity, whether de jure or de facto, that directly orindirectly owns, is owned by, or is under common ownership with a party to this Agreement to the extent of at least50 percent of the equity having the power to vote on or direct the affairs of the entity and any person, firm,partnership, corporation, or other entity actually controlled by, controlling, or under common control with a party tothis Agreement.
• 1.2. Confidential Information: (“CI”) shall mean non-public confidential or other proprietary information that is disclosed by one party (the “Disclosing Party” with respect to such information) to the other party (the “Receiving Party” with respect to such information) under the Agreement or is obtained by the Receiving Party in connection with itsdealings with the Disclosing Party. CI includes, without limitation, hardware and software designs and code; research; inventions; processes; schematics; drawings; product or service specifications and documentation; technical data; business, service, and product plans; marketing plans; forecasts; information about potential customers or vendors; customer or vendor lists; pricing information; other financial and sales information; and other confidential business information. CI also includes any information disclosed by a Disclosing Party to a Receiving Party that is considered to be confidential information in a nondisclosure agreement with a third party after the Receiving Party is notified of such non-disclosure agreement.CI shall not include information that: (i) is in the Receiving Party’s possession without restrictions of confidentiality prior toreceipt from the Disclosing Party, (ii) is or becomes public knowledge other than due to disclosure by the Receiving Party,(iii) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of anobligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by the Receiving Party, if suchdevelopment was accomplished without the use of the Disclosing Party’s CI.
• 1.3. “Customer Service Order”/ SO shall mean the Service Order for the purchase of CleverTap’s Services on subscription basis, executed between the Customer and Reseller. This Customer Service Order shall be based on the agreed on commercials, service levels and technical support and other terms and conditions as stipulated in the Reseller Service Order.
• 1.4. GAAP:shall mean generally accepted accounting principles, as in effect from time to time, consistently applied.
• 1.5. Intellectual Property:shall mean all intellectual, proprietary, intangible and/or industrial property rightsconstituting, embodied in, pertaining to, used in or with respect to the business of either Party to the extent that itrelates to the Products, or the provision of related services and all tangible embodiments thereof, wherever located,including but not limited to the following: (i) all trademarks (including common law trademarks), trade names,service marks, logos or trade dress, including all registrations and applications therefor, including intent-to-useapplications (collectively “Trademarks”) and all goodwill associated with the Trademarks; (ii) all copyrights, Moral Rights (as defined below), and other rights in works of authorship including all registrations and applicationstherefor; (iii) all classes and types of patents and patent applications worldwide including any provisionalapplications, invention certificates, and government grants for invention protection and all reexaminations, reissues, extensions, renewals, applications and rights to file applications for any of the foregoing, patentable ideas, inventions, innovations and improvements; (iv) all know-how and trade secrets; (v) all code documentation, methodologies,processes, models, encoding techniques, applications, product information, formulae, engineering specifications,technical data, testing procedures, drawings, schematics and other proprietary information and materials of any kind; (vi) all software programs in both source code and object code format, including all testing software and software tools; (vii) all documentation, records, databases, drafts, designs, codes, drawings and algorithms; and (viii) all confidential and proprietary information related to any of (i) through (vii) above.
• 1.6. Person:shall mean and include any individual, corporation, trust, estate, partnership, joint venture, company,association, league, governmental bureau or agency, or any other entity regardless of the type or nature.
• 1.7. Reseller Service Order: shall mean the service order signed by CleverTap and the Reseller whereby the Reseller shallprocure CleverTap’s Services (based on service details as mentioned in that order form) based on which, the Resellershall sign the Customer Service Order.
• 1.8. Taxes: shall mean all taxes associated with the performance of the Services, including but not limited to sales,service, use, excise, franchise, withholding, value-added, consumption and similar taxes and all customs, duties orother governmental impositions, but excluding taxes calculated on CleverTap’s or Reseller’s net income.

2. Appointment as non-exclusive Reseller:

On the terms and subject to the conditions set forth herein, CleverTapappoints Reseller as an independent, non-exclusive Reseller of the Products and Services and Reseller hereby acceptssuch appointment. Reseller shall advertise, promote and resell the Products and/or Services solely to the proposedcustomers/ prospects based upon mutual discussion with/ and agreement of CleverTap. The Reseller shall always indiscussion with CleverTap, resell the Products and Services of CleverTap in the manner and pricing prescribed byCleverTap at its sole discretion provided that for each such proposed reselling to convert into a paying customer asapproved in writing (email permitted) by CleverTap (“Customer”), the contract for provision of Services of CleverTapto such Customer shall be based upon executing the Reseller Service Order, followed by the Customer Service Order inthe following manner:

• A) The Reseller shall provide the details of Services (including without limitation details about the platform plan;quantity to be contracted etc.) that it requires from CleverTap for the purpose of reselling under this Agreement.
• B) Based on review of such details of requisition, CleverTap shall at its sole and absolute discretion decide on whetherCleverTap would provide for Services or not. In an event, where CleverTap wishes to provide the Services, CleverTapshall generate and provide the Reseller with the Reseller Service Order ( which shall include the pricing, platformplan detail, contracted quantity, service levels, technical support details and escalation, and other details, as may bedeemed fit by CleverTap and as presented in each such Reseller Service Order) or decide and direct for any otherdocumentation requirements as may be required by CleverTap in any manner as it may deem fit.
• C) In pursuance of meeting requirements under clause (b) above, the Reseller hereby represents and warrants that itshall keep the service details (that includes without limitation, the contracted quantity of Services, pricing, servicelevels and technical support, technical support escalation) and in general the entire construct, context and subjectmatter of the Customer Service Order that is executed between the Reseller and the Customer, same as, the ResellerService Order. In an event where the Reseller has presented, contracted or promised to deliver/ offer any fact interalia the pricing, service levels, contracted quantity which is deviating from what is mentioned in the Reseller ServiceOrder (when compared with the Customer Service Order), CleverTap hereby disclaims any and all liability arising outof those commitments. The Reseller hereby agrees to fully indemnify, defend and hold harmless CleverTap, itsaffiliates, directors, legal heirs, representatives, administrators, executors, and employees from any claim alleging abreach of this clause. Reseller’s liability arising out of a breach of this clause 2 and its indemnity obligation toCleverTap shall be uncapped/ unlimited. Further, CleverTap shall at its discretion, when it becomes aware of allegedbreach of this clause 2 may immediately terminate this Agreement or a particular Reseller Service Order owing towhich the breach has arose. For such an action of CleverTap, CleverTap shall have no liability whatsoever.
• D) Upon fulfillment of requirements of clause (c) above, the Reseller shall execute the Customer Service Order along withthe MSSA/ Terms of Service (that is to be executed between CleverTap, the Customer and the Reseller), as provided byCleverTap to the Reseller which shall govern the provision of Services along with this Agreement.
• E) The Reseller further agrees to provide documentation which shall include the Customer Service Order for CleverTapto audit, inspect and determine the provision of Services that CleverTap is required to provide. Reseller also agrees toprovide any other documentation as may be required by CleverTap to determine whether the reselling is carried outwithout any deviation/ or breach of this Agreement or not.

For avoidance of doubt, this Agreement does not permit Reseller to independently resell the Product and Services of CleverTapto any other third-party and without CleverTap entering and being a party to a Reseller Service Order or any other document asCleverTap deems fit.

• Reseller will not authorize or appoint any dealers, sub-Resellers, agents, representatives, subcontractors, or otherthird parties to advertise, promote, resell, or distribute the Products and Services to the Customers. Without limitingthe generality of the foregoing CleverTap reserves the right to advertise, promote, market and distribute the Productsand/or Services worldwide, including in the Market. For removal of doubts, it is also clarified that CleverTap shall beat liberty to engage with any other Reseller. Similarly, Reseller shall also be entitled to Reseller with any non-competing Person as long as none of the clauses of this agreement are violated and Reseller employs separate team /employees to serve the other customers. Further, CleverTap reserves the right, in its sole discretion, at any time andfrom time to time, to modify any or all of the Products and Services it offers, or to discontinue the service, support ofpublication, distribution, sale or licensing of any or all of the Products or Services without liability of any kind.

4. Rights & obligations of the parties:

• 4.1. Rights and obligations of CleverTap are agreed and as mentioned in Annexure A to this Agreement.
• 4.2. Rights and obligations of the Reseller are agreed and as mentioned in Annexure B to this Agreement.
• 4.3. Parties here to agree that their relationship with the end user of the Product and/or Services shall be governed bytheir respective Master Service Agreement or Terms of Services with the end user. This Agreement governs therelationship of the parties interse.

5. Independent Contractors

Nothing in this Agreement shall be construed to constitute the Parties as principal andagent, employer and employee, Resellers, joint venturers, co-owners or otherwise as participants in a jointundertaking. The Parties understand and agree that neither Party grants to the other Party the power or authority tomake or give any agreement, statement, representation, warranty or other commitment on their behalf, or to enterinto any contract or otherwise incur any liability or obligation, express or implied, on their behalf. Parties hereto haveagreed to jointly got to market in bundled fashion and each of the parties have final right to decide whether to provideProduct and/or Service to end user or not.

6. Non-Solicitation

Parties hereto agree and undertake that they shall not attempt to solicit, in any mannerwhatsoever, the customers, vendors or employees so connected with the other party for competitive products orservices during the tenure of this Agreement or 2 years after the expiry thereof.p>

7. Non-Conflict

• 7.1. Reseller shall not re-sell or bundle CleverTap Product and/or Services as part of their solutions stack and offer it tothe Customers

8. Conflict of Interest and No Collusion

Reseller specifically and expressly agrees to not create a situation of conflictof interest and collusion with any employees of CleverTap in whatsoever manner. Reseller shall not shareCompensation with any employee or his or her relative of CleverTap nor it will pay any amount of money to anyemployee of CleverTap or his or her relative or affiliate in any form or manner, directly or indirectly, during the termof this Agreement or after. If there is a legitimate business relationship (direct or indirect) between Reseller andCleverTap employee or his or her relative or Affiliate, the same shall be disclosed to CleverTap in writing at the time ofexecution of this Agreement. Any failure to comply with this Section shall be treated as material breach of warrantiesunder Section 14.

9. Proposed Customers, commercial arrangement, Invoicing, payments, taxes etc.:

Proposed Customers,commercial arrangement between parties and related invoicing to the Customer and between parties as well aspayment and tax obligations shall be as agreed and mentioned in the Annexure C to the Agreement.

10. Audit Rights

Parties hereto shall maintain complete and accurate records related to the joint marketing and otherpermitted activities such as promotion, reselling of Product and/or Services of CleverTap. CleverTap shall have theright to examine such records of the Reseller for the period of Agreement, during the term of and even aftertermination of this Agreement. Where such audit reveals any inconsistency in invoicing, pricing or any financialinformation, such inconsistency shall be rectified by the Reseller within 15 days from the date of such identification.

11. Ownership and Intellectual Property Rights

• 11.1. Reseller acknowledges the exclusive right, title and interest of CleverTap and/or its licensors and/or suppliers in andto any and all product, software, tools, documentation, CI, intellectual property owned by CleverTap, and Reseller willnot at any time do or cause to be done any act or thing impairing or tending to impair any part of said right, title andinterest. Reseller acknowledges and agrees that all such product, software, tools, documentation, CI and intellectualproperty shall remain the exclusive property of CleverTap and, as applicable, its licensors and/or suppliers.
• 11.2. CleverTap acknowledges the exclusive right, title and interest of Reseller and/or its licensors and/or suppliers in andto any and all product, software, tools, documentation, CI, intellectual property owned by the Reseller, and CleverTapwill not at any time do or cause to be done any act or thing impairing or tending to impair any part of said right, titleand interest. CleverTap acknowledges and agrees that all such product, software, tools, documentation, CI andintellectual property shall remain the exclusive property of Reseller and, as applicable, its licensors and/or suppliers.
• 11.3. Notice of Claims of Infringement and Notice of Actual Infringement : Each party shall promptly notify the other party:(i) of any claims or objections that its use of any of the Product and/or Services or Intellectual Property may or willinfringe the copyrights, patents, trademarks or other proprietary rights of another Person; and (ii) of any and allinfringements, imitations, illegal use, or misuse, by any Person, of Product and/or Services or any IntellectualProperty which come to its attention, and either party shall provide the other party all reasonable assistance inconnection with any matter pertaining to the protection of the Intellectual Property whether in the courts,administrative agencies, or otherwise.
• 11.4. No Unauthorized Use : Reseller shall not use, or permit another Person to use Product except as authorized in thisAgreement. Reseller specifically agrees that it shall not provide any CI or Intellectual Property to any Person whointends to use such materials in the development of any system or program that is competitive with any product orservices of CleverTap..
• 11.5. No Reproduction : Except as otherwise set forth herein, CleverTap does not convey any right expressly or byimplication, to manufacture, duplicate or otherwise copy or reproduce any of the Product, Services or documentation.Reseller shall take appropriate steps to assure compliance with, the restrictions contained in this Section.

12. Confidentiality Obligations

• 12.1. The Receiving Party shall (i) not disclose to any third party any portion of the CI it receives from the Disclosing Partywithout the prior written consent of the Disclosing Party; (ii) not use or exploit the CI in any way except for thepurpose of the Agreement or as otherwise specifically licensed by the Disclosing Party; (iii) promptly return ordestroy, at the Disclosing Party’s option, all materials and documentation comprising or containing the CI receivedfrom the Disclosing Party in accordance with Section 3 upon termination of the Agreement, or upon request of theDisclosing Party; (iv) take all reasonably necessary precautions to protect the confidentiality of the CI receivedhereunder and exercise at least the same degree of care in safeguarding the CI as the Receiving Party would with itsown confidential information, but in no event less than a reasonable degree of care; (v) disclose CI to employees or Representatives (as defined below) only if they have a need to know the CI; (vi) cause its employees orRepresentatives who receive access to CI to abide by the restrictions and terms of this Annexure A; and (vii) promptlyadvise the Disclosing Party in writing upon learning of any unauthorized use or disclosure of the CI.
• 12.2. “Representative” means an agent, attorney, accountant, financial advisor, contractor, or other representative of theReceiving Party outside the Receiving Party’s organization. The Receiving Party shall not disclose any CI of theDisclosing Party to a Representative of the Receiving Party unless the Representative is either (i) subject to a writtenconfidentiality agreement between the Receiving Party and the Representative obligating the Representative tomaintain such CI in confidence, or (ii) otherwise subject to fiduciary obligations of confidentiality under applicablelaw that would require the confidential treatment of the CI.
• 12.3. If the Receiving Party is required by a government body, court of competent jurisdiction, or judicial or administrativeprocess to disclose any of the Disclosing Party’s CI, the Receiving Party shall give the Disclosing Party reasonableadvance notice so that the Disclosing Party may contest the disclosure or seek a protective order. Provided suchnotice is given, no such disclosure shall constitute a breach of this Agreement.
• 12.4. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NEITHER PARTY MAKES ANY WARRANTIES,EXPRESSED, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF THERECEIVING PARTY.
• 2.5. Injunctive Relief. The Receiving Party acknowledges that breach of the Mutual Confidentiality Obligations will causeirreparable harm to the Disclosing Party that is inadequately compensable in damages. Accordingly, the ReceivingParty hereby acknowledges that the Disclosing Party is entitled to seek the issuance of any injunctive relief or theenforcement of other equitable remedies against it in any suit by the Disclosing Party to compel performance of any ofthe terms of this Agreement.

13. Indemnification

Reseller shall indemnify and hold CleverTap, its directors, Resellers, legal heirs, representatives,administrators, executors, and employees harmless from (a) any and all third party claims faced as a result of anybreach of the terms and conditions of this Agreement by it or (b) a breach of applicable laws including data protectionlaws or (c) a breach of confidentiality obligations under this Agreement provided that (a) Reseller is given writtennotice of the claim by CleverTap to enable the Reseller to take necessary actions under this Section; (b) CleverTapconsults with Reseller on the course of action to be undertaken; and (c) Reseller shall defend the claim through itsown counsel at Reseller’s own costs and expense. However, Reseller shall not compromise or settle any claim or admitany liability or wrongdoing on the part of CleverTap without the express prior written consent of CleverTap.

14. Limitation of Remedies and Damages

• 14.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITSSUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, ORTHE DOCUMENTATION FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS,INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIALDAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
• 14.2. Liability Cap of CleverTap. CLEVERTAP’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO RESELLER ARISING OUT OF ORRELATED TO THIS AGREEMENT AT ANY TIME WILL NOT EXCEED THE COMMISSION ACTUALLY PAID OR OWED TORESELLER DURING SIX MONTHS PRECEDING THE DATE OF CLAIM.
• 14.3. Liability Cap of Reseller. EXCEPT FOR A CLAIM ARISING DUE TO A BREACH OF APPLICABLE LAWS, RESELLER’SENTIRE LIABILITY TO CLEVERTAP ARISING OUT OF OR RELATED TO THIS AGREEMENT AT ANY TIME WILL NOTEXCEED THE COMMISSION ACTUALLY PAID OR OWED BY CLEVERTAP DURING TWELVE MONTHS PRECEDING THEDATE OF CLAIM.
• 14.3. Liability Cap of Reseller. EXCEPT FOR A CLAIM ARISING DUE TO A BREACH OF APPLICABLE LAWS, RESELLER’SENTIRE LIABILITY TO CLEVERTAP ARISING OUT OF OR RELATED TO THIS AGREEMENT AT ANY TIME WILL NOTEXCEED THE COMMISSION ACTUALLY PAID OR OWED BY CLEVERTAP DURING TWELVE MONTHS PRECEDING THEDATE OF CLAIM.
• 14.4. Excluded Claims. “Excluded Claims”means any claim arising (a) under Section 2, 12, 13 or (b) from a party’s breach of its obligations in Section 8 and 9.

15. Reseller Warranties

Reseller hereby represents and warrants that (i) it shall comply with all applicable, local,national and international laws and regulations including compliance with the General Data Protection Regulation[(EU) 2016/679]; and (ii) this Agreement and all of its terms are in full conformance and in compliance with the lawsof the jurisdiction in which Reseller is located. Reseller shall use its best efforts to regularly and continuously informCleverTap of any requirements of laws, statutes, ordinances, governmental authorities directly or indirectly affectingthis Agreement. If any approval, notification or registration of a governmental entity is required with respect to thisAgreement at any time during the term of this Agreement, Reseller will immediately take all steps necessary in thisrespect at its own expense. Reseller will keep CleverTap informed of its efforts in this regard and CleverTap will beunder no obligation to provide Product or Services or other materials and support either to Reseller or to end user until Reseller has provided CleverTap with satisfactory evidence that such approvals, notifications andregistrations have been obtained or are not required.

16. CleverTap Warranties

• 16.1. CleverTap warrants that each Product or Service will operate in substantial conformity with the applicabledocumentation available on its website or elsewhere as put up by CleverTap from time to time. CleverTap’s soleliability (and Reseller’s or the Customers/end user’s sole and exclusive remedy) for any breach of this warranty willbe, at no charge to the Reseller and/ or the Customers/ end user, for CleverTap to use commercially reasonable effortsto correct the reported non-conformity, or if CleverTap determines such remedy to be impracticable, either party(that is the Customer or CleverTap) may terminate the applicable Product or Services subscription and the Customerwill receive as its sole remedy a refund of any fees the Customer has pre-paid for use of such Product or Service forthe terminated portion of the applicable subscription term. CleverTap shall have no liability towards Reseller for suchbreach of this warranty.
• 16.2. Warranty Disclaimer . EXCEPT FOR THE LIMITED WARRANTY IN SECTION 13.1, ALL PRODUCT AND SERVICES AREPROVIDED “AS IS”. NEITHER CLEVERTAP NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS ORIMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CLEVERTAP DOES NOT WARRANT THATUSE OF ANY OF ITS PRODUCT AND/OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES ITWARRANT THAT IT WILL REVIEW THE CUSTOMER CONTENT FOR ACCURACY OR THAT IT WILL PRESERVE ORMAINTAIN THE CUSTOMER CONTENT OR CUSTOMER END USER DATA WITHOUT LOSS. CLEVERTAP WILL NOT BELIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THEINTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OFCLEVERTAP. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIREDWARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
• 16.3. Specific Disclaimers. TO THE EXTENT PERMITTED BY LAW, CLEVERTAP WILL NOT BE RESPONSIBLE FOR ANYDELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM (I) THE TRANSFER OF DATAOVER PUBLIC COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, OR (II) ANY DELAY ORDELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE PROVIDER NOT CONTRACTED BY CLEVERTAP, ANDRESELLER ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHERPROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. RESELLER ACKNOWLEDGES THATCLEVERTAP CANNOT GUARANTEE THE ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING, SPYWARE,AND VIRUSES. ACCORDINGLY, CLEVERTAP SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED DISCLOSURE, LOSS ORDESTRUCTION OF CUSTOMER DATA ARISING FROM SUCH RISKS AS LONG AS SUCH RISK CANNOT BE ATTRIBUTEDTO NEGLIGANCE OR FAILURE ON CLEVERTAP’S PART.

17. Governing Law and Dispute Resolution

This Agreement will be governed by the laws of the State of California andthe United States without regard to conflicts of laws provisions thereof, and without regard to the United NationsConvention on the International Sale of Goods. All disputes relating to or arising out of this Agreement shall beresolved in a state or federal court located in Santa Clara County, California, USA, and the parties hereby consent tothe jurisdiction of such courts.

18. Notices

Any and all notices or other communications to be given by one of the Parties to the other shall be deemedsufficiently given when forwarded by first class air mail or by cable, telegram, facsimile, electronic mail (Email), handdelivery or international courier service sent to the address of such party above (or any successor address designatedby a notice hereunder). Such notices shall be deemed to have been received fifteen (15) business days after mailing ifforwarded by air mail, the following business day if forwarded by cable, telegram, fax, Email, or hand, and three (7)days after delivery to an international courier service.

19. Term and Termination

• 19.1. This Agreement shall be valid for 1 years from the date of its execution. Upon its expiry, parties hereto can mutuallyagree to renew the same for such further period as they deem fit.
• 19.2. Either party shall have the right to terminate this Agreement at any time, by giving 30 days prior written notice to theother party, if the other party fails or neglects to perform covenants or otherwise breaches any material term orcondition of this Agreement if such default is not corrected within thirty (30) days after receiving written notice fromthe other party with respect to such default.
• 19.3. Either party may immediately terminate this Agreement, at any time in the event any of the following occur:
  • (i) a receiver is appointed for the other party or its property;
  • (ii) the other party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in theordinary course of business or makes an assignment for the benefit of its creditors;
  • (iii) any voluntary proceedings are commenced by or for other party in any bankruptcy, insolvency or debtor’s relief law;
  • (iv) any proceedings are commenced against the other party under any bankruptcy, insolvency or debtor’s relief law and such proceeding shall not be vacated or set aside within thirty (30) days from the date of commencement thereof;
  • (v) the other party is liquidated or dissolved;
  • (vi) in the event of any change of management or control of the other party or any transfer of any substantial part of its business, unless terminating party has consented to such change or transfer;
  • (xi) the other party ceases for any reason to carry on business or a substantial part thereof; or
• 19.4.Either party, at its option, may terminate this Agreement at any time for its convenience and without cause byproviding at least thirty (30) days written notice to the other party. In an event where this Agreement is beingterminated by the Reseller or by CleverTap as the case may be, it shall not affect the agreement that CleverTap mayhave with the Customer for provision of its Services to such Customer, and it shall be the sole and absolute discretionof CleverTap to continue its association with the Customer. Reseller hereby agrees that it shall have no right to affector influence the Customer during and post such termination and shall not bring any claim of whatsoever naturebefore CleverTap.
• 19.5.Upon termination of this Agreement, Reseller shall cease all activities authorized under this Agreement unlessspecifically authorized by CleverTap solely to ensure that Customers of CleverTap do not have any discontinuation orProduce usage
• 19.6.Return and Destruction of Information upon Termination: The Receiving Party shall return or destroy and not retainany whole or partial copies of CI unless required under any other law for the time being in force. Within 10 days afterthe return or destruction of CI under this section, the Receiving Party shall deliver to the Disclosing Party a certificatesigned by an officer of the Receiving Party certifying, under penalty of perjury, that the Receiving Party has, asapplicable, returned or destroyed CI in accordance with this section.
• 19.7.Survival : The rights and obligations of the Parties contained in Sections 1, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 16 and 17will survive the termination or expiration of this Agreement.

20. General Provisions

• 20.1. Force Majeure : If the performance of any part of this Agreement by either party, or of any obligation under thisAgreement, is prevented, restricted, interfered with or delayed by reason of any cause beyond the reasonable controlof the party liable to perform, unless conclusive evidence to the contrary is provided, the party so affected shall, ongiving written notice to the other party, be excused from such performance to the extent of such prevention,restriction, interference or delay, provided that the affected party shall use its reasonable best efforts to avoid orremove such causes of nonperformance and shall continue performance with the utmost dispatch whenever suchcauses or removed. When such circumstances arise, the Parties shall discuss what, if any, modification of the terms ofthis Agreement may be required in order to arrive at an equitable solution.
• 20.2. Successors and Assigns : This Agreement shall be binding on and shall inure to the benefit of the Parties, theirAffiliates, their permitted successors and assigns. Reseller may not assign this Agreement or its obligation to performany obligations, in whole or in part, without CleverTap’s prior written consent. Any attempt to assign this Agreementwithout such consent will be null and void.
• 20.2. Successors and Assigns : This Agreement shall be binding on and shall inure to the benefit of the Parties, theirAffiliates, their permitted successors and assigns. Reseller may not assign this Agreement or its obligation to performany obligations, in whole or in part, without CleverTap’s prior written consent. Any attempt to assign this Agreementwithout such consent will be null and void.
• 20.3. Amendment : This Agreement may be amended or modified provided that such amendment or modification isconfirmed in writing (including by exchange of correspondence such as emails) between the Parties.
• 20.4. No Waiver : The failure of either party to give notice to the other party of the breach or non-fulfillment of any term,clause, provision or condition of this Agreement shall not constitute a waiver thereof, nor shall the waiver of anybreach or non-fulfillment of any term, clause, provision or condition of this Agreement constitute a waiver of anyother breach or non-fulfillment of that or any other term, clause, provision or condition of this Agreement.
• 20.5.Complete Agreement : CleverTap and Reseller each acknowledges that it has read, understands and agrees to bebound by this Agreement. This Agreement constitutes the complete and exclusive statement of the agreementbetween the Parties regarding the subject matter hereof, which supersede and replace all prior agreements,proposals or other communications, written or oral, between the Parties relating to such subject matter.
• 20.6.Marketing Rights: Reseller hereby agrees to allow CleverTap to use any of the Reseller’s brand name, logos,trademarks, tradename to identify Reseller as a Reseller/ partner in any of the CleverTap’s materials on any socialmedia platform, website(s) as determined by CleverTap. Partner reserves the right to request CleverTap in writing totake down such marketing use cases.
• 20.7.Captions : Titles or captions of paragraphs contained in this Agreement are inserted only as a matter of convenienceand for reference, and in no way define, limit, extend, or describe the scope of this Agreement or the intent of anyprovision hereof.
• 20.8. Number and Gender : Whenever required by the context, the singular number shall include the plural, the pluralnumber shall include the singular, and the gender of any pronoun shall include all genders.
• 20.9. Counterparts : This Agreement may be executed in counterparts and, upon delivery of counterparts which togethershow the execution by both Parties hereto, shall constitute one agreement which shall inure to the benefit of and bebinding upon the Parties hereto.
• 20.10.Severability : In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in anycircumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validityor enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, orword in any other circumstances.

Annexure A

Rights and Obligations of CleverTap

For the purpose of this Agreement/Terms, CleverTap’s obligations are agreed as herein below :

Reseller enablement:

1. Develop and provide, at its own cost, customized marketing content such as case studies, playbooks, frameworks, blogs, webinars and other material necessary for the Reseller to go to market.
2. Provide necessary customized sales content and material.
3. On best efforts basis, make available CleverTap Marketing, Sales and Customer Success team members for any customer pitch or meetings.

Marketing support:

1. Provide necessary go to market support by way of generating leads thru various mediums and ways (PPC / ABM / Blog / Search / Events / Campaigns etc.)

Sales and onboarding support:

1. Sales / Demo training to Resellers
2. Assist in sales closing by way of timely response on pricing and any other terms negotiations
3. Assist in closing sales documentations – negotiation and execution of the Terms / Master Service Agreements / Reseller Terms of Service or any other agreement of similar nature/ Service Order / Invoicing etc.
4. Assume account ownership upon signing up of the customer.
5. Onboard the customer.

Review and relationship management

1. Set up and conduct monthly review meetings (product review, pipeline review, marketing review, performance review etc.) with appropriate teams
2. Provide necessary reporting requirements / formats to Reseller
3. Provide necessary information, upon request, in respect of calculation of the amounts payable to Reseller.

Annexure B

Rights and Obligations of Reseller

For the purpose of this Agreement/Terms, Reseller’s obligations are agreed as herein below :

Relationship management and onboarding:

1. Dedicate requisite personnel with necessary skills for the effective implementation of this Agreement and go to market with the Product and/or Services.
2. Timely and effective revert on the documentation and other onboarding requirements
3. Participate in the monthly review meetings (pipeline review, marketing review, performance review etc.) and provide necessary reporting to CleverTap ahead of such review and as per defined timelines for effective conduct of such review meetings.
4. Maintain true, accurate and detailed account of the financial and non-financial information related to every opportunity and provide the same to CleverTap as agreed or upon request.
5. Participate in meetings, events, seminars, webinars, trainings etc. upon request by CleverTap
6. Participate in on-boarding activities planned by CleverTap.
7. List CleverTap appropriately on website on appropriate page and across all social media platform thru which Reseller does marketing activities.

Marketing deliverables:

1. Conduct or facilitate at least 1 joint marketing activity per quarter or as per frequency discussed and agreed upon in the business planning phase.
2. Maintain true, accurate and required / requested information and provide the same to CleverTap as per defined schedule and in defined format or upon request as and when necessary in respect of marketing activities.

Sales deliverables:

1. Deliver and close on contracting with the Proposed Customers in the 12 months from the date of contract signing with an expected value as agreed between the Parties.
2. Maintain true, accurate and required / requested information and provide the same to CleverTap as per defined schedule and in defined format or upon request as and when necessary in respect of sales activities
3. Provide necessary product integration, implementation, customization, localization etc. to customers as agreed with CleverTap.
4. In case of expansion of any customer revenue during the year of initial booking, the expanded revenue shall be considered towards fulfilment of the above sales target. Expansion in the subsequent years shall not be considered towards fulfilment of the above sales target.

Annexure C

Commercial arrangement

Reseller shall pitch for and consider the pricing of the CleverTap Product and/or Services to the customers/ prospects based on mutual discussion with CleverTap and subject to the terms and conditions of these Terms, Annexures and any amendments thereof.

1. Reseller shall adhere to the following guidelines while making a pitch for CleverTap Product and/ or Services to the Proposed Customers:
   1. CleverTap shall provide price list/ pricing information of its Product and/or Services to the Reseller upon accepting these Terms. Such price list / pricing information shall be regularly updated by CleverTap in accordance with its overall pricing policy and considering the input received from the Reseller having regard to conditions and experience in a particular market. The final pricing for CleverTap Product and/ or Services shall be the one that is mentioned in the Reseller Order Form and in an event where any pricing list provided by CleverTap contradicts with a Reseller Order Form (at any given point), the Reseller Order Form shall prevail to that extent.
   2. CleverTap reserves right to change pricing of the Product and/or Services as it deems fit without any notice. For avoidance of doubt, CleverTap shall not revise the pricing for a signed and ongoing annual contract term of a Service Order except for cases of an upsell, change of product plan, cross-sell any other product/ services. In case of a renewal, CleverTap reserves the right to suggest and change the pricing of the last signed Service Order.
   3. Reseller shall not, without express written permission by the authorized person from CleverTap, quote or commit any discount to the customer.
   4. In case or any upward price revision, it will be Reseller’s responsibility to get such revised pricing approved by the Customer upon renewal of their contract.

1. In consideration of discharging its obligations under these Terms and upon achieving the targets mentioned above (that is Proposed Customer converting into paying Customer to CleverTap subject to this Agreement), Reseller shall be entitled to commission (“Commission”) as mentioned in the Reseller Service Order.

Notwithstanding anything contained anywhere in these Terms, no compensation shall be payable after the termination or expiry of this Agreement.