Master Service Agreement and SLA

Master Service Agreement

This Agreement is entered into by and between Webberstop India Private Limited ('WSIPL', doing business as 'Host4India'), a company incorporated under the Companies Act, 1956 having its registered office at G - 01, C-27, Trapezoid IT Park, C-block, Sector - 62, Noida, Uttar Pradesh 201307, India, having datacenters at H223, Rasoolpur, Sector 63, Noida, Uttar Pradesh 201301 and Plot No 13, Bakhtawarpur, Sector 127, Noida.

1. DEFINITIONS

In this Agreement, the following words and expressions shall bear the meanings assigned thereto:

i. Customer Area: The rack or any space provided by Service Provider to Customer where the server of Service Provider is located for the purpose of providing Services.

ii. Customer Agreement Form (CAF): The form prescribed by WSIPL d/b/a Host4India, for provisioning of Services to the Customers and includes this MSA and SLA along with Annexure, as executed by the Customer.

iii. Facility: The facility is located at office of WSIPL d/b/a Host4India Datacenter in Uttar Pradesh where Service Provider provides space, racks for placing the servers.

iv. Fees: The amount invoiced by Service Provider other than the Initial Term fees to be paid by the Customer for use of services provided by Service Provider.

v. Master Service Agreement: The agreement which the Customer had acknowledged and agreed to the terms mentioned herein.

vi. Network: The portion of internal computer network owned or operated on behalf of Service Provider that extends from the outbound port on a Customer's cabinet switch to the outbound port on the border router and includes all redundant internet connectivity, bandwidth, routers, cabling and switches.

vii. Representatives: Any person who is nominated or appointed by the Customer to visit the Facility center.

viii. Service Catalogue: Shall contain all or any of services/facilities viz., back up facility, dedicated firewall facility, hardware monitoring facility, help desk support, load balance server, network and power uptime, OS management, shared firewall service and Version Control described in Annexure A to this SLA which may be availed by the Customer along with the Services as mentioned in the OF from Service Provider.

ix. Service Outage: Shall mean an unscheduled disruption/failure in any Service offered by Service Provider as per this Agreement, due to which Customer's server is inaccessible to Customer. The outage of Services due to, but not limited to the following shall be a Service Outage. Customer is unable to transmit to or receive information from his network equipment because Service Provider failed to provide facility services to its network equipment including switches, routers, firewalls, etc. Failure of Services like Internet connectivity, IDC LAN etc. shall also be treated as Service Outage.

x. Space: The Portion of rack which is leased/licensed to Customer for placing their server.

xi. Setup Charges: All charges which may be incurred by WSIPL d/b/a Host4India for installing the server or any other expenses incurred for the commencement of Services to the Customer.

xii. Support Desk: Shall be the location where the Customer should report a fault. Details of the same are mentioned in annexure or if changed, may be intimated from time to time by Service Provider to the Customer.

xiii. Total Uptime Hours: Shall mean 24 hours, 365 days a year. (Year is defined as period of 365 days)

xiv. Trouble Ticket: Means issuing a ticket with a unique identification number confirming the customer complaint logging in with Service Provider in relation to a Service Outage faced by the Customer.

2. SERVICES

WSIPL d/b/a Host4India will provide the service(s) as defined in the agreement annexure and service catalogue.

3. FEES/CHARGES

i. Customer shall pay WSIPL d/b/a Host4India all fees/charges including monthly/quarterly/annual, as the case may be data transfer fees and excess usage fees, if any indicated on the sales order ('Order') attached hereto as Annexure II. Customer acknowledges that in consideration of the discounted pricing set forth in the Order, if any, Customer commits to be liable for and pay the monthly fees set forth in an order for the term indicated in such order. (Including excess usage fees)

ii. Customer shall be liable in the event it utilizes bandwidth/data transfer in excess of its agreed-upon quota and shall reimburse WSIPL / Host4India for such excess usage per GB (as per the rates specified in the relevant proposal, order form, or service plan). Bandwidth and data transfer usage shall be monitored and calculated using WSIPL / Host4India’s automated network telemetry, hypervisor metrics, and resource-monitoring systems, the logs and reports of which shall be final and binding on the Customer. WSIPL / Host4India reserves the right, at its discretion, to update or replace its monitoring tools and platforms. WSIPL / Host4India shall not be responsible for any bandwidth consumption resulting from software/hardware malfunctions outside its control, Customer-side misconfigurations, cyberattacks, malware, viruses, bots, or unauthorized access, and the Customer expressly agrees to pay for all excess bandwidth usage generated thereby.

iii. All payments shall be made by Cheque or Demand Draft drawn in favor of "WSIPL d/b/a Host4India" payable at New Delhi, and it is to be sent to the address indicated in this Agreement or at such other address as WSIPL d/b/a Host4India may from time to time indicate by proper notice to customer. No Outstation Cheques shall be accepted. Customers shall make payments in advance for the service period. WSIPL d/b/a Host4India shall raise invoice at least 15 days before the start of the period and send the same to the customer. All invoices shall be due and payable within fifteen (15) days of WSIPL d/b/a Host4India's date of invoice. Customer shall be liable to pay interest at the rate of two percent (2%) per month on all overdue and unpaid invoices.

iv. Customer shall pay, indemnify and hold WSIPL d/b/a Host4India harmless from all sales, service, value-added or other taxes of any nature, other than taxes on WSIPL d/b/a Host4India's net income, including penalties and interest, and all government permit or license fees assessed upon or with respect to any fees (except to the extent Customer provides WSIPL d/b/a Host4India with a valid tax exemption certificate). If any applicable statutory provision of law requires Customer to withhold amounts from any payments to WSIPL d/b/a Host4India hereunder, then Customer shall affect such withholding, remit such amount to the appropriate taxing authorities and promptly furnish WSIPL d/b/a Host4India with tax receipts evidencing the payments of such amounts.

4. TERM AND RENEWAL

The terms of this Agreement shall commence on the date of its execution by the Customer ("Commencement Date") and shall continue for the period specified in the Customer Agreement Form ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall be reviewed on an annual basis, and provided further, that with regard to any orders then outstanding, this Agreement shall continue to govern such Orders until such orders have been fully performed or terminated.

i. Automatic Renewal: IMPORTANT NOTICE: This Agreement will automatically renew for successive periods of one (1) year each ("Renewal Term") at the then current fees and charges published by WSIPL d/b/a Host4India, unless either party provides written notice of non-renewal to the other party not less than thirty (30) days prior to the expiration of the then-current term. The Customer acknowledges and agrees that by continuing to use the Services beyond the Initial Term without providing notice of non-renewal, the Customer affirmatively consents to such automatic renewal.

ii. Renewal Notification: WSIPL d/b/a Host4India shall send a written notice to the Customer at least sixty (60) days prior to the expiration of the then-current term, reminding the Customer of the automatic renewal provision and the Customer's right to provide notice of non-renewal. Such notice shall be sent to the Customer's registered email address and registered office address as provided in the Customer Agreement Form.

iii. Affirmative Consent Requirement: The Customer hereby expressly acknowledges that it has read, understood and agrees to the automatic renewal provision contained in this Clause 4. The Customer's signature on the Customer Agreement Form constitutes affirmative consent to automatic renewal on the terms specified herein.

iv. Additional Terms: This Agreement may be renewed for Additional Terms upon the mutual written consent of both parties on such terms and conditions as may be mutually agreed in writing.

5. TERMINATION

i. Either party may terminate this Agreement or any order upon written notice: (a) for any material breach of this Agreement or any Order which the defaulting party fails to cure within fifteen (15) days following written notice by the non-defaulting party of such breach; or (b) upon either party's insolvency or liquidation as a result of which either party ceases to do business. Notwithstanding anything herein to the contrary, WSIPL d/b/a Host4India may terminate this Agreement or any Order for any breach under this Agreement, provided that WSIPL d/b/a Host4India shall provide at least seven (7) days prior written notice to the Customer specifying the nature of the breach and the intended termination date. WSIPL d/b/a Host4India shall send such notice to the Customer's registered email address and registered office address as provided in the Customer Agreement Form. Termination shall be effective only upon expiry of such notice period unless the Customer remedies the breach to WSIPL d/b/a Host4India's reasonable satisfaction within the notice period.

ii. Customer shall comply with all applicable procedures of WSIPL d/b/a Host4India related to equipment removal upon termination. In the event of any expiration or earlier termination of this Agreement or any Order, Customer will be obligated to pay to WSIPL d/b/a Host4India full contract period fees and charges unless such termination is the result of WSIPL d/b/a Host4India's default, the payment of any waived or discounted installation fees, as well as monthly fees for each remaining month of the term of the affected Order(s).

iii. WSIPL d/b/a Host4India can terminate the services to the Customer in its sole discretion, if it is established that the Customer has used the service fraudulently, unlawfully or abusively.

iv. On termination of Agreement, WSIPL d/b/a Host4India shall remove all of the Customer's electronically stored data from WSIPL d/b/a Host4India's facilities without liability of any kind to the Customer.

v. All provisions that by their nature are intended to survive any termination of this Agreement shall survive, including without limitation, Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 22 & 23 of the Agreement.

6. FACILITIES

Violations of any of the WSIPL d/b/a Host4India conditions of use are unethical and may be criminal offences. Customer shall to report to WSIPL d/b/a Host4India any information that it may have concerning instances in which the conditions of use have been or are being violated. When WSIPL d/b/a Host4India becomes aware of possible violations, it will initiate an investigation. At the same time, in order to prevent further possible unauthorized activity, WSIPL d/b/a Host4India may suspend access to services to the individual account in question. Confirmation of violations may result in cancellation of the individual account and/or criminal prosecution. The account suspension may be rescinded at the discretion of the Operations Manager, following payment of a reactivation charge.

a. License to Occupy: For purpose of this Agreement, "Space" means WSIPL d/b/a Host4India's premises where Customer's hardware, software and data are stored and operated, meaning thereby that WSIPL d/b/a Host4India grants to Customer a non-exclusive license to occupy the Space but Customer has not been granted any other right or interest in the Space. Services shall not include services for problems arising out of: (a) modification, alteration or addition or attempted modification, alteration or addition of hardware undertaken by persons other than WSIPL d/b/a Host4India or WSIPL d/b/a Host4India's authorized representatives; or (b) hardware supplied by the Customer. WSIPL d/b/a Host4India shall not be responsible for the non-availability of the site and/or application due to any "bugs" or application failure. WSIPL d/b/a Host4India will also not be responsible for any changes done by the authorized representative of the customer, which leads to downtimes or application failures. WSIPL d/b/a Host4India will not be responsible for outages/downtimes on the Internet Network. WSIPL d/b/a Host4India's uptime guarantees are applicable only within its network upto the termination onto the Internet Backbone.

b. Material and Changes: Customer shall comply with all applicable rules and regulations, including equipment installation or de-installation, and alteration of the Space. Customer shall not make any changes to the interior or exterior portions of the Space, including any cabling or power supplies for its hardware. Customer agrees not to erect any signs or devices on the exterior portion of the Space.

c. Damage: Customer agrees to reimburse WSIPL d/b/a Host4India for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agents, Customer's suppliers/contractors, or Customer's visitors during the term or as a consequence of Customer's removal of its hardware or property installed in the Space.

d. Monitoring Equipment: WSIPL d/b/a Host4India shall install the monitoring equipment to monitor the bandwidth usage, service usage, etc. The server can be affected by activities, which are not controllable, by WSIPL d/b/a Host4India even after the installation of the equipment. WSIPL d/b/a Host4India's liability in the event of loss to the customer due to activities which are not controllable by WSIPL d/b/a Host4India including without limitation, virus attack to the customer is NIL. WSIPL d/b/a Host4India is not liable for any damages, if any loss occurs to the customer due to the activities, which are not controllable by WSIPL d/b/a Host4India like virus attack, etc.

e. Data Transfer: Data Transfer is used for the following traffic but not limited to: HTTP requests and response, incoming and outgoing email, mailing list distribution, both outbound and inbound data transfer from your account (network interface).

f. Insurance: Unless otherwise agreed, Customer shall maintain at Customer's own expense, insurance covering equipment and personal property owned or leased by Customer and used or stored on WSIPL d/b/a Host4India's premises. Such Insurance policy shall have an additional insured endorsement naming WSIPL d/b/a Host4India, and shall be primary and non-contributing with any insurance policies carried by WSIPL d/b/a Host4India. Customer shall also maintain insurance covering the equipment or property owned or leased by Customer against loss or physical damage. If so requested, Customer will provide WSIPL d/b/a Host4India written evidence of insurance coverage consistent with the requirements of this subsection. WSIPL d/b/a Host4India shall not be liable, in case the insurance is not taken for the equipment/s placed with WSIPL d/b/a Host4India.

g. Customers Duties: Customer shall document and promptly report all errors or malfunctions of the hardware to WSIPL d/b/a Host4India. Customer is responsible for the provisioning of all necessary spare parts and/or other hardware to maintain its servers. Customer shall maintain a current back up copy of all programs and data. Customer shall ensure that all legal compliances or formalities as per the Cyber laws and other applicable laws/regulatory framework are fulfilled. Customer shall be responsible for the security of its equipment/s and at no point of time, WSIPL d/b/a Host4India can be held responsible if the security is breached.

h. Request of Service: Server On/Off by WSIPL d/b/a Host4India will not be done unless and until either it receives a written confirmation from the Customer or an email from its designated/responsible official. Further, WSIPL d/b/a Host4India owes no responsibility for hardware/software crash or corruption of data due to Server On/Off at the request of Customer or such other reasons, which are uncontrollable from WSIPL d/b/a Host4India's end. WSIPL d/b/a Host4India's liabilities in such circumstances are nil, and Customer shall indemnify and hold WSIPL d/b/a Host4India harmless against any such claim, action, suit or proceeding.

i. Regulations: Customer shall comply with all applicable operational rules and regulations while on WSIPL d/b/a Host4India's premises. Two (2) of the customer's employees or representatives can be named for the purpose of entering WSIPL d/b/a Host4India's space, the persons named shall only be entitled to enter the Space. Customer shall not interfere with the space(s) of any other Customers of WSIPL d/b/a Host4India or such other Customers' use of WSIPL d/b/a Host4India's data centre.

j. Assumption of Risk: Customer hereby assumes any and all risks associated with Customer's, its agents' (including contractors and sub-contractors) or employees' use of the Space and shall indemnify, defend, and hold harmless WSIPL d/b/a Host4India from any and all claims, liabilities, judgments, causes of action, damages, costs and expenses (including reasonable attorneys and experts' fees), caused by or arising in connection with such use.

k. Prohibited Items: Customers and its representatives shall keep the Customer Area clean at all times. It is the responsibility of the Customer to keep its area clean and free and clear of debris and refuse. Customer shall not, except as otherwise agreed to in writing by WSIPL d/b/a Host4India:

l. Online Conduct:

m. Third party complaint process: In the event WSIPL d/b/a Host4India receive(s) complaints from third parties regarding prohibited activities allegedly being conducted by a Customer or its Users, due to the nature of the business in WSIPL d/b/a Host4India 's experience, most legitimate complaints and actual prohibited activity is conducted by Customers and users of WSIPL d/b/a Host4India 's Customers, not by WSIPL d/b/a Host4India 's Customer themselves. WSIPL d/b/a Host4India requires its Customer to use policies similar to these rules and regulations. WSIPL d/b/a Host4India may take the following actions to document and resolve each complaint received by WSIPL d/b/a Host4India related to Customer or its Users:

n. Customer Equipment: Each piece of equipment installed in the Customer Area (the Customer equipment) must be clearly labeled with code name provided in writing to WSIPL d/b/a Host4India and individual component identification. Each connection to and from a piece of Customer Equipment shall be clearly labeled with Customer's name (or code name provided in writing to WSIPL d/b/a Host4India) at the starting and ending point of the connection. Customer equipment must be configured and run at times in compliance with manufacturer specification. Customer must use the best effort to provide WSIPL d/b/a Host4India with at least 48 hours prior written notice any time it intends to connect or disconnect any Customer equipment or other equipment.

o. Scheduled and Emergency Maintenance: WSIPL / Host4India will conduct routine scheduled maintenance of its infrastructure and network services. Host4India will endeavor to provide the Customer with at least 24 to 48 hours advance notice via email or through the client support portal prior to undertaking routine maintenance, ordinarily scheduled during off-peak hours (between 00:00 IST and 06:00 IST). In the event of a mission-critical situation or urgent security vulnerability, emergency maintenance and patching may be performed with shorter notice or as operationally required. During such maintenance windows, Services may be temporarily unavailable or degraded, and Customer agrees to cooperate with WSIPL / Host4India. Any service interruption or degradation resulting from Scheduled or Emergency Maintenance shall be expressly excluded from the calculation of Downtime and shall not entitle the Customer to any SLA credits or compensation.

p. Support: WSIPL d/b/a Host4India gives the Customer round the clock support, monitoring, fault reporting and maintenance of the networks and systems at WSIPL d/b/a Host4India. WSIPL d/b/a Host4India provides warranty support to the equipment supplied by WSIPL d/b/a Host4India as per the terms and conditions of the manufacturers. WSIPL d/b/a Host4India will not perform maintenance of any hardware problem of the equipment's, which are not sold by WSIPL d/b/a Host4India.

q. Use of Material: As provided by national law and by international treaties, copyrighted materials (e.g. Images, text and program) shall not be uploaded using WSIPL d/b/a Host4India 's Internet services without the permission of the copyright holder.

r. Use of Internet Data Centre Facility: Conduct at Internet Data Centers: Customer and its representatives agree to adhere to and abide by all security and safety measures established by WSIPL d/b/a Host4India and set forth in the customer guide provided by WSIPL d/b/a Host4India to customer. Customer and its representatives shall also not do or participate in any of the following:

s. Abuse of Service: Any use of WSIPL d/b/a Host4India system resource that disrupts the normal use of the system for other WSIPL d/b/a Host4India 's Customers shall be considered to be abuse of system resources and is grounds for administrative intervention. Spamming is one example of system abuse.

7. Software License

Software provided with the services is provided by third parties. All such third party provided software is licensed to Customer subject to terms and conditions of an End-User License Agreement (EULA) provided as either a document accompanying such software or as a pop-up screen during initial use of such software. Customer hereby accepts and agrees to abide by the terms and conditions of EULA associated with any thirdparty software provided to Customer with any of the Services. Customers agree that he shall not use any pirated software.Damage caused by such WSIPL d/b/a Host4India shall not be responsible for any third-party software neither shall it be responsible for software. Further WSIPL d/b/a Host4India for a charge at the request of the customer may configure the thirdparty software with the Customer's equipment, the configuration of the software shall be done as per the instructions of the third party, WSIPL d/b/a Host4India shall not be liable for any damages arising due to configuration of the third-party software with the customer's equipment.

8. PERFORMANCE AND WARRANTIES

i. Each party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound. Each party shall not grant any rights under any future Agreement, nor will it permit or suffer any lien, obligation or encumbrances that would prevent it from performing under this Agreement.

ii. Customer represents and warrants that it will, at its own expense, make, obtain and maintain in force at all times during the term of this Agreement, all applicable filings, registrations, reports, licenses, permits and authorizations in order for Customer to perform its obligations under this Agreement. WSIPL d/b/a Host4India represents and warrants that it will, at its own expense, make, obtain and maintain in force at all times during the term of this Agreement, all applicable filings, registrations, reports, licenses, permits and authorizations in order for WSIPL d/b/a Host4India to provide the services, and to perform its obligations under this Agreement.

iii. Both parties represent and warrant that they will, at their own expense, comply with all laws, regulations and other legal requirements that apply to them with respect to this Agreement, including copyright, privacy and communication decency laws.

iv. Customer represents and warrants that it will: (a) not utilize (or allow utilization of) the services in a manner that: (i) is prohibited by any law or regulation or WSIPL d/b/a Host4India policy or to facilitate the violation of any law or regulation or such policy; or (ii) will disrupt third party's use or enjoyment of any communications or outlet; (b) not violate or tamper with the security of any WSIPL d/b/a Host4India computer equipment or program; and (c) have an Agreement with each Customer and end user sufficient to comply with the terms herein.

v. THE WARRANTIES SET FORTH IN THIS CLAUSE ARE THE ONLY WARRANTIES MADE BY WSIPL d/b/a Host4India. WSIPL d/b/a Host4India IS PROVIDING SERVICES ON AN "AS IS", "AS AVAILABLE" BASIS AND IT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ITS SERVICES, ANY RELATED SERVICE OR SOFTWARE OR THE FITNESS OF THE SPACE FOR CUSTOMER'S USE. WSIPL d/b/a Host4India HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. WSIPL d/b/a Host4India MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENT OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; NOR DO IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S). WSIPL d/b/a Host4India DO NOT GUARANTEE THAT THE SERVICE PROVIDED BY IT WOULD MEET CUSTOMER'S REQUIREMENT. NO ORAL OR WRITTEN INFORMATION GIVEN BY WSIPL d/b/a Host4India, ITS EMPLOYEES, LICENSORS OR THE LIKE WILL CREATE A WARRANTY.

vi. WSIPL d/b/a Host4India warrants to Customer that the Services will be performed in a competent manner and substantially in accordance with any mutually agreed specifications. The foregoing warranty shall be valid, provided any breach thereof is notified within thirty days from the completion of the relevant Service or prior to termination/expiry of this Agreement, whichever is earlier (hereinafter "Warranty Period"). Notwithstanding anything contained herein, no agent, or employee of WSIPL d/b/a Host4India is authorized to make any modification, extension or addition to this warranty or make a different warranty. Upon any breach of such warranty, the only obligation of WSIPL d/b/a Host4India is to re-perform any defective Services to the extent necessary and feasible.

vii. In no event does the above warranty apply to (i) any failure or nonconformance of the Services with specifications (as provided in the Agreement or otherwise) caused by or attributable to any associated or complementary products not supplied under the Agreement, (ii) the quantity or quality of the products of Customer or the process of manufacture for/on which the Services or products are used, (iii) damage, fault, failure or malfunction due to Force Majeure or normal wear and tear, (iv) any attempt by any person other than WSIPL d/b/a Host4India personnel or any person authorized by WSIPL d/b/a Host4India, to perform all or part of the Services and (v) Third Party Materials.

viii. The warranty and remedies are conditioned upon (a) conformance with any applicable recommendations of WSIPL d/b/a Host4India, and (b) Customer promptly notifying WSIPL d/b/a Host4India of any defects in Services. The Customer acknowledges that there are risks inherent in internet connectivity outside WSIPL d/b/a Host4India's sphere of influence that may result in the loss of Customer's privacy, confidential information, and property. Customer acknowledges that WSIPL d/b/a Host4India does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. WSIPL d/b/a Host4India shall not responsible for any delays, delivery failures, or other damage resulting from such problems. WSIPL d/b/a Host4India shall not be responsible for any issues related to the performance, operation or security of the Services that arise from Customer's content, applications or Third-Party Materials.

ix. The Customer acknowledges and understands that WSIPL d/b/a Host4India is not privy to any data and/or information of the Customer ("Customer Data") because of the nature of provision of Services and it acts solely for hosting of the Customer Data. WSIPL d/b/a Host4India shall not be liable for any loss of Customer Data while availing the Services from WSIPL d/b/a Host4India unless Customer has opted and availed in the Services for data backup along with data assurance services. Under no circumstances will WSIPL d/b/a Host4India have any liability or responsibility for (i) the loss of Customer Data or other information unless caused by the gross negligence or willful misconduct of WSIPL d/b/a Host4India; and (ii) security breaches, viruses, hacked servers, worms, or corrupted data including Customer Data, unless caused by the gross negligence or willful misconduct of WSIPL d/b/a Host4India.

x. The foregoing sets forth the exclusive remedies of Customer and the sole liability of WSIPL d/b/a Host4India for claims based on failure of, or defect in, Services, whether such claim is based on contract, law, indemnity, warranty, tort (including negligence), strict liability or otherwise. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED (BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE) OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. WSIPL d/b/a Host4India does not provide any representations or warranties.

xi. WSIPL d/b/a Host4India does not provide any representation or warranty in respect of any products or services provided by others. WSIPL d/b/a Host4India shall have no obligation for loss, liability or damage which results because (1) Customer fails to utilize, operate or maintain the Services or any materials or equipment in connection with the Services in accordance with (i) applicable law and generally approved industry practices or (ii) the provisions of this Agreement or (iii) the provisions of any storage, operating or maintenance instructions furnished to Customer or (iv) data loss or business loss due to disaster or cyber-attacks (force majeure clause applies) (2) Customer breaches applicable law. Customer agrees to indemnify WSIPL d/b/a Host4India against any loss, liability, harm or damage that WSIPL d/b/a Host4India may suffer as a result of Customer's failure or breach as described in this clause.

9. LIMITATION OF LIABILITY

In no event shall WSIPL d/b/a Host4India be liable for special, incidental, consequential damages of any nature, for any reason, including without limitation the breach of this Agreement or any termination of this Agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if WSIPL d/b/a Host4India has been warned of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WSIPL d/b/a Host4India's ENTIRE LIABILITY TO CUSTOMER CONCERNING PERFORMANCE OR NON-PERFORMANCE BY WSIPL d/b/a Host4India OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A CLAIM IS BASED IN CONTRACT, NEGLIGENCE OR IN TORT, SHALL NOT EXCEED THE AMOUNT RECEIVED BY WSIPL d/b/a Host4India FROM CUSTOMER DURING THE PREVIOUS TWELVE (12) MONTHS ONLY. PROVIDED HOWEVER, that nothing in this clause shall limit or exclude WSIPL d/b/a Host4India's liability for: (a) death or personal injury caused by WSIPL d/b/a Host4India's gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot be excluded or limited under applicable law; or (d) gross negligence or willful misconduct of WSIPL d/b/a Host4India in the performance of its obligations under this Agreement.

10. Network abuse

Both parties agree to maintain all Confidential Information in confidence for two (2) years following termination. Exceptions include publicly known information, rightfully known information, and independently developed information.

a. Customer expressly agrees that WSIPL d/b/a Host4India shall not be liable to Customer for any action WSIPL d/b/a Host4India takes to remove or restrict access to obscene, indecent or offensive content made available by Customer, nor for any action taken to restrict access to material made available in violation of any law, regulation or rights of a third party, including but limited to rights under the copyright law and prohibitions on libel, slander and invasion of privacy.

b. Customer agrees not to use any of WSIPL d/b/a Host4India 's services to access or attempt to access other user's network without their express permission. These access attempts include but are not limited to, sending of virus/Trojan/worms via any electronic media

c. Upon written or electronic request of WSIPL d/b/a Host4India, Customer agrees to defend, indemnify and hold harmless WSIPL d/b/a Host4India, its affiliates, its officers, directors, employees, agents and licensees, from any claims, liabilities, losses, damages and expenses, including reasonable attorney's fees, arising out of or relating to Customer's or its end users' use of any of the services provided hereunder.

d. Use of WSIPL d/b/a Host4India system resource that disrupts the normal use of the system for other WSIPL d/b/a Host4India Customers is considered to be abuse of system resource and is ground for administrative intervention. Violations of any of the WSIPL d/b/a Host4India conditions of use are unethical and may be deemed criminal offences.

11. Confidential Information

a. Each party agrees to maintain all Confidential Information of the other party in confidence to the same extent that it protects its own similar Confidential Information and to use such Confidential Information only as permitted under this Agreement. For the purpose of this, Confidential Information shall mean information including, without limitation, Customer information, computer programs, code, algorithms, names and expertise of employees and consultants, know how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information which are marked confidential, or if disclosed verbally, are identified as confidential on or before the time of disclosure.

Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of Confidential Information of the other party including, without limitation, disclosing such Confidential Information only to its employees:

The foregoing restrictions on disclosure and use shall survive for two (2) years following termination of this Agreement but shall not apply with respect to any confidential information which:

Each of the parties hereto agrees not to disclose to any third party the terms of this Agreement without the prior written consent of the other party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.

Each of the parties agrees not to disclose to any third party the terms of this Agreement, including pricing, without the prior written consent of the other party hereto, except to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law.

In the event of an actual or threatened breach of the above confidentiality provisions, the nonbreaching party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.

Within ten (10) days after the termination of this Agreement, Customer shall return to the disclosing party all originals and copies of all Confidential Information which has been fixed in any tangible medium of expression. If return of digital copies is impractical, Customer may destroy the digital copies and send the disclosing party written certification of such destruction.

12. Non-Assignment

This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Notwithstanding the above, this Agreement may not be assigned in whole or in part by a party, without the written consent of the other party, which shall not be unreasonably withheld, provided, however that this Agreement may be assigned to the successor to the whole of a party's business without such consent. Any assignment in violation of this paragraph shall be null and void.

13. Independent Contractors

The parties are independent contractors, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, or partners or in a joint venture.

14. Non-Waiver

Failure of either party to enforce any of its rights hereunder shall not be deemed to constitute a waiver of its future enforcement of such rights or any other rights.

15. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable under present or future laws, such provision shall be struck from the Agreement; however, such invalidity or enforceability shall not affect the remaining provisions or conditions of this Agreement. The parties shall remain legally bound by the remaining terms of this Agreement and shall strive to reform the Agreement in a manner consistent with the original intent of the parties.

16. Force Majeure

Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God (e.g. earthquake), labor disputes, strikes, riots, war or other unanticipated occurrences or problems and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-today basis for the period of time equal to that of the underlying cause of the delay as long as such delay remains beyond such party's reasonable control.

17. Non-Agency

Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

18. Annexure

All the Annexure form part of this Agreement and must be read along with this Agreement. Further, in the instance of any conflict between the terms of this agreement and any of the annexure, the terms of this agreement shall prevail. Clause 23 (Compliance with Applicable Laws) shall take precedence over any conflicting provisions in this Agreement or any annexure hereto.

19. Heading

Headings used in this Agreement are for reference purpose only and in no way define, limit, construe or describe the scope or extent of such clause or in any way affects this Agreement.

20. Entirety

This Agreement expresses the complete and final understanding of the parties with respect to the subject matter hereof, and supersedes all prior communications between the parties, whether written or oral with respect to the subject matter hereof. No modification of this Agreement shall be binding upon the parties hereto, unless evidenced by a written statement duly signed by authorized representatives of the respective parties hereto.

21. Notices

Any required notices hereunder shall be given in writing by registered post or courier at the address of each party abovementioned or to such other address as either party may from time-to-time substitute notice. Notice shall be deemed served when delivered.

22. DISPUTE RESOLUTION AND GOVERNING LAW

i. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts at Gautam Buddha Nagar (Noida), Uttar Pradesh, India.

ii. Arbitration: Any dispute, difference or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination thereof, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties. In the event the parties fail to agree on the appointment of a sole arbitrator within fifteen (15) days of receipt of written notice invoking arbitration, the appointment shall be made in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

iii. Seat and Language: The seat of arbitration shall be Noida, Uttar Pradesh, India. The language of arbitration shall be English. The arbitral award shall be final and binding upon the parties.

iv. Interim Relief: Nothing contained in this clause shall preclude either party from seeking interim or conservatory relief from the courts at Noida, Uttar Pradesh, India, pending the constitution of the arbitral tribunal or during the pendency of the arbitration proceedings.

23. COMPLIANCE WITH APPLICABLE LAWS

i. Information Technology Act, 2000: Both parties shall comply with all applicable provisions of the Information Technology Act, 2000 and rules made thereunder, including but not limited to the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as amended from time to time. WSIPL d/b/a Host4India shall maintain reasonable security practices and procedures as required under Section 43A of the Information Technology Act, 2000.

ii. Intermediary Guidelines: To the extent WSIPL d/b/a Host4India qualifies as an 'intermediary' under Section 2(1)(w) of the Information Technology Act, 2000, WSIPL d/b/a Host4India shall comply with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended from time to time. Customer acknowledges that WSIPL d/b/a Host4India may be required to remove, disable access to, or preserve certain content in compliance with such rules and applicable court orders or government directions.

iii. Digital Personal Data Protection Act, 2023: Both parties acknowledge that the Digital Personal Data Protection Act, 2023 ("DPDP Act") has been enacted and shall come into force on such date as may be notified by the Central Government. Upon the DPDP Act coming into force and the rules being notified thereunder, both parties agree to comply with all applicable provisions of the DPDP Act and rules made thereunder. WSIPL d/b/a Host4India shall act as a 'Data Processor' (as defined in the DPDP Act) and shall process personal data only in accordance with the Customer's documented instructions and shall implement appropriate technical and organizational measures to ensure the security of personal data. The parties shall enter into a Data Processing Addendum in accordance with the requirements of the DPDP Act within sixty (60) days of the rules being notified.

iv. Cyber Security Incident Reporting: WSIPL d/b/a Host4India shall notify the Customer of any cyber security incident, data breach, or unauthorized access to Customer's data or systems within seventy-two (72) hours of WSIPL d/b/a Host4India becoming aware of such incident. Such notification shall include: (a) the nature of the incident; (b) the categories and approximate number of data subjects affected; (c) the categories and approximate number of personal data records concerned; (d) the likely consequences of the incident; and (e) the measures taken or proposed to be taken by WSIPL d/b/a Host4India to address the incident and mitigate its possible adverse effects. WSIPL d/b/a Host4India shall cooperate with the Customer in complying with any notification obligations the Customer may have to data subjects, supervisory authorities, or any other governmental or regulatory body under applicable law.

v. Indian Telegraph Act, 1885: Customer acknowledges that WSIPL d/b/a Host4India may be required to intercept, monitor, or decrypt information transmitted, received or stored in Customer's systems or to provide assistance to Government agencies in accordance with Section 5(2) of the Indian Telegraph Act, 1885 (as amended) and the Information Technology Act, 2000 read with rules made thereunder, including the Information Technology (Procedure and Safeguards for Interception, Monitoring and Decryption of Information) Rules, 2009. WSIPL d/b/a Host4India shall comply with any lawful directions issued by competent authorities under the said provisions. Customer agrees that WSIPL d/b/a Host4India shall not be liable to the Customer for any loss, damage, or consequences arising from such lawful interception, monitoring, or disclosure of information pursuant to directions from competent authorities.

vi. Cooperation with Law Enforcement: WSIPL d/b/a Host4India reserves the right to cooperate with law enforcement authorities and governmental agencies in investigating any suspected criminal activity or violation of applicable law. Customer agrees that WSIPL d/b/a Host4India may disclose Customer's information, including personal data and content, to such authorities without prior notice to the Customer where WSIPL d/b/a Host4India is legally compelled to do so or where WSIPL d/b/a Host4India reasonably believes such disclosure is necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; (d) protect the rights, property, or personal safety of WSIPL d/b/a Host4India, its users, or the public; or (e) prevent or investigate possible wrongdoing in connection with the Services.

vii. Compliance Audits: WSIPL d/b/a Host4India shall maintain records and documentation demonstrating compliance with applicable data protection and cyber security laws for a period of at least five (5) years. Upon reasonable notice and during business hours, WSIPL d/b/a Host4India shall permit the Customer or its authorized representatives to audit WSIPL d/b/a Host4India's compliance with data protection obligations under this Agreement, provided that such audits shall not be conducted more than once in any twelve (12) month period unless required by applicable law or in response to a data breach.

viii. Data Protection Officer: Upon the DPDP Act coming into force and if required under the said Act or rules made thereunder, WSIPL d/b/a Host4India shall appoint a Data Protection Officer and notify the Customer of the contact details of such Data Protection Officer. The Data Protection Officer may be contacted at: dpo@host4india.com for all matters relating to data protection and privacy compliance.

ix. Customer's Compliance Obligations: Customer represents and warrants that it shall comply with all applicable laws, including but not limited to the Information Technology Act, 2000, the DPDP Act (upon coming into force), the Indian Penal Code, 1860, and any other applicable laws relating to the use of the Services. Customer shall be solely responsible for ensuring that its use of the Services and any content uploaded, stored, or transmitted through the Services complies with all applicable laws.

x. Amendment for Regulatory Compliance: In the event of any change in applicable laws, regulations, or regulatory guidelines that impacts the provision of Services under this Agreement, the parties agree to negotiate in good faith and amend this Agreement as may be necessary to ensure compliance with such changed laws or regulations. If the parties are unable to agree on such amendments within sixty (60) days, either party may terminate this Agreement upon thirty (30) days' written notice to the other party.

xi. Statutory, Cyber & Data Protection Compliance: Both parties agree to comply with all applicable Indian laws, rules, and statutory regulations, including but not limited to the Information Technology Act, 2000 (and applicable Rules thereunder), directions issued by the Indian Computer Emergency Response Team (CERT-In), and the Digital Personal Data Protection Act, 2023 regarding data protection, privacy, and cyber incident reporting.

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Service Level Agreement (SLA)

Service Hosting at Host4India's Data Centre. This Agreement is effective from the Service Commencement Date as defined in the Master Service Agreement.

This Agreement provides the right, under certain circumstances specified below, for a Customer to receive Service Credits in the event of failure by Host4India to provide Services in accordance with the Agreement. The Customer acknowledges that Host4India has the expertise and knowledge to provide the Services, and has shown interest in availing the Services by accepting the terms and conditions mentioned in this Agreement and the standard of Service provided in this SLA.

Definitions

In this SLA, the following words and expressions, unless inconsistent with the context, shall bear the meanings assigned thereto:

• Billing Start Date — the date of the commissioning report submitted to the Customer by Host4India. If the Customer is not satisfied, they must inform Host4India within 3 days of receipt; upon objection, Host4India suspends Services, makes required changes, and re-releases with a new Commissioning Report (which then becomes the Billing Start Date). If the Customer uses the commissioned set-up despite outstanding requests, full charges apply from the first Commissioning Report unless partial billing is agreed.
• Downtime ("D") — the duration of the Service Outage, calculated in aggregate hours per month. Downtime begins when Host4India identifies the outage or when a Trouble Ticket is raised, and ends when the Trouble Ticket is closed upon confirmation of resolution, excluding events under "Exceptions."
• Exceptions — all events under the Exceptions clause; their occurrence and duration do not constitute a Service Outage or Downtime.
• Emergency Maintenance — maintenance under a condition that poses danger to the system, equipment, network, or facilities and must be attended immediately. Host4India will try to notify in advance where feasible.
• Facility — the data centre facility where Host4India provides space and racks for placing servers (Yotta D1, Plot No 7, Knowledge Park V, Greater Noida, Uttar Pradesh 201301).
• Actual Uptime ("A") — the aggregate percentage of Total Uptime Hours per month during which the Services are actually available for use.
• Service Credits — services to which the Customer is entitled on account of failure of Host4India to provide Services per the standards in this Agreement.
• Service Outage — an unscheduled disruption/failure in any Service due to which the Customer's server is inaccessible, including failure of Internet connectivity, IDC LAN, switch, router, or firewall provided by Host4India.
• Total Uptime Hours — 24 hours, 365 days a year.
• Trouble Ticket — a ticket with a unique identification number confirming the Customer complaint logged with Host4India in relation to a Service Outage.

1. Scope of the Services

Host4India may provide such Services as provided in the Service Catalogue. The Customer may issue one or more purchase orders, which Host4India accepts only if in accordance with this Agreement and the Service Catalogue. Host4India assures immediate support and assistance in the event of any disruption.

Services are provided with the infrastructure available at the data centre, which consists of:

• Dual active power sources from two different power generation plants
• Tier III architecture — fault tolerant with no single point of failure
• Capability to provide 99.9% SLA
• Carrier-neutral data centre
• ISO 20000-1 & 27001 certified

Hardware Uptime SLA is 4 hours resolution from the time of detection of a hardware problem by Host4India help desk or the Customer. Where Host4India fails to provide the Services due to complete unavailability of the Host4India network, such events are treated as a "Qualified Network Downtime Event" for which a Service Credit is issued.

** Host4India assures cooling @ 21°C (+/- 2°C) and humidity @ 50% (+/- 5%).

Actual Uptime (A) is calculated per month and measured against 99.9%. If outages exceed the total uptime hours, the following service credits are due:

Actual Uptime	Service Credit
A ≥ 99.9%	No Credits
A between 99.899% and 99.000%	2 days equivalent service credit (pro-rata) for the affected Service period
A between 98.999% and 98.000%	7 days equivalent service credit (pro-rata) for the affected Service period
A < 98%	15 days equivalent service credit (pro-rata) for the affected Service period

Actual Uptime % = (Total Uptime Hours − Actual Downtime) / Total Uptime Hours × 100

The Customer must provide a preventive maintenance window once every quarter to enable Host4India to update patches and perform preventive maintenance; this window is not counted as Downtime. If the Customer does not provide such a window even after a request, Host4India is not liable to provide Service Credits or other compensation for Downtime or other loss. Host4India recommends high-availability architecture for critical loads; where one element fails but a redundant element runs, the set-up is considered available and not counted as Downtime.

2. Exceptions

The following events do not constitute Downtime and are not eligible for Service Credit:

• Scheduled maintenance/alteration/implementation with at least seven days' prior notice, and Emergency Maintenance. Usual scheduled maintenance is in the early hours (1am–6am) and typically no more than two hours.
• The quarterly maintenance window described above.
• Hardware failure.
• Failure of Customer links, internet connectivity, end-user software, access circuits, local loop, or any network not owned or managed by Host4India.
• DNS issues not in the scope and control of Host4India.
• Negligence or other conduct of the Customer or its authorized persons, including failures resulting from Customer-provided applications or services.
• A shut down due to circumstances reasonably believed to be a significant threat (e.g. hacker, virus, or ransomware attack).
• Force majeure events including natural disasters (flood, earthquake, etc.), and data loss due to such events or cyberattacks.
• Failure or malfunction of any equipment or services not provided by Host4India, including abuse/fraud or AUP non-compliance, problems outside the Facility network, and interruptions caused by the Customer (inaccurate configuration, non-compliant software use, or Customer-initiated over-utilization).

3. Service Credit

Host4India shall provide the requisite service credits to the Customer in the event it is unable to provide the Services for which it had already received payment. On occurrence of any event that attracts service credits, the Customer is eligible to request a Service Credit on compliance with the procedure below. The Customer is eligible for Service Credit only for Downtimes occurring a month prior to the date of claim, up to the maximum specified in this SLA.

4. Payment Terms

The Customer shall pay all charges set out in the Agreement, including one-time setup charges, recurring charges, and supplemental charges for any Supplemental Services, including before the Service Commencement Date.

5. Procedure for Availing Service Credits

• The Customer should contact the Host4India Support Desk without undue delay and request a Trouble Ticket number, which can be tracked until the ticket is closed on resolution.
• Host4India performs a background check to verify eligibility for the Service Credit.
• Where Host4India fails to provide Services in accordance with this SLA, it credits the Customer's account the prorated base charges from the day the Trouble Ticket is issued until it is closed on resolution.

Service Credits are adjusted after the end of the existing contract by providing additional service days.

6. Warranties of Host4India

Host4India warrants that it shall perform and provide Services in a professional and workmanlike manner in accordance with this Agreement.

7. Representations of Customer

• The Customer will not perform voice communication by dialing a telephone number (PSTN/ISDN/PLMN) as defined in the National Numbering Plan, nor originate/terminate voice communication to any telephone within India.
• The Customer will not establish any connection to any public switched network in India and will not use dial-up lines with outward dialing from Nodes.
• The Customer will not establish interconnectivity between ISPs for offering Internet Telephony Services.

8. Network Security

For securing clients' servers against network threats, the following are implemented: Firewall, IPS, and Antivirus. The Customer may opt for dedicated security gadgets by paying the relevant charges.

9. Managing OS and DB

Setup and administering the OS, DB, and hardware including patch updates will be handled by Host4India as and when required. OS is provided with license and charged accordingly.

10. Server and DB Management

OS and DB management is provided by Host4India to the Customer, if opted for, and charged accordingly.

11. Client Access to the Servers

The Customer is allowed to access their server only after providing the PO to Host4India. The Customer is provided with 1 IP and 24x7x365 monitoring of servers is maintained.

12. Disclaimer

With a commitment to offer the best possible technology and in line with evolutions in technology, Host4India shall upgrade its platform from time to time. Host4India reserves the right to change the platform without any change in the committed service levels.

Schedule A — Troubleshooting & Resolution Times

In the event of a Service disruption or alarm, troubleshooting and resolution shall be as follows:

* Time starts when the problem is detected by the Host4India Help Desk or reported by the customer, and ends on assistance/repair as applicable. Resolution norms for hardware problems depend on SLAs with respective vendors. 95% of calls are attended within the stipulated response time and 90% closed within the stipulated resolution time (measured quarterly); resolution norms exclude WAN links.

In case of outage: the data centre will communicate any outages related to Managed Services elements within 20 minutes of observation of the fault through NMS or escalation by its engineers. Logging of complaints is mandatory to ensure a fault ticket number is generated for reference and auto-escalation.

Disclaimer

Host4India will use reasonable efforts to resolve problems as quickly as possible. As this service is based on a combination of third-party hardware and software, Host4India will not offer service credits in case of non-availability of a website due to the absence of a redundant architecture in the Customer's set-up. In such cases, Host4India will work with the customer to remedy problems at the earliest.

Terms and Conditions

Host4India reserves the right to modify the server manufacturer at any time; the contracted specifications will remain the same. Please contact us for details on other server configurations that might be available.

Note: In case Host4India has not provided the licensed software, it is the responsibility of the Customer to provide licensed software. Host4India does not take responsibility if the customer has not complied with any laws of licensing.