AFFILIATE PARTNER AGREEMENT This Affiliate Partner Agreement (“Agreement”) is made and executed on 16/08/2023 (“Effective Date”) by and between: 1. Vahan Technologies India Private Limited, a company having its registered office at UrbanVault 1203, 22nd Cross Rd, 15th Main Rad, Sector 3, HSR Layout, Bengaluru, Karnataka 560102. (hereinafter referred to as “Company” which expression shall, unless repugnant to the context, mean and include, its successors-in-interest and assigns); and 1. [ Adesh Yadav] (hereinafter referred to as “Affiliate Partner’). ‘The Company and the Affiliate Partner shall thereafter collectively be referred to as, “Parties” and individually as “Party”. WHEREAS A. The Company is engaged in the business of owning and operating a WhatsApp based recruitment and training software platform designed to facilitate workforce engagement (“Platform”). It runs an affiliate partner program (“Program”) that enables affiliates to refer and onboard job seekers on to the Platform and convert them into hires in return for a stipulated reward. B. The Affiliate Partner is desirous of participating in the Program and the Parties are entering into this Agreement subject to the terms and conditions laid down hereunder. VAHAN TERMS AND CONDITIONS FOR AFFILIATE PARTNERS This document is an electronic record in terms of the Information ‘Technology Act, 2000 and rules thereunder as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. By clicking on the “I ACCEPT” button, You are consenting to be bound by these Affiliate Partner T&C (“Terms”) for using this Platform for the purpose of referring and onboarding job seekers on to the Platform and convert them into hires in return for astipulated reward (“Affiliate Referral Fee”). Please ensure that you have read and understood all these Terms before you use the Platform of the Company, as you shall be bound by all the Terms contained herein upon clicking “I ACCEPT” button. If you do not accept any of the Terms, please do not use the Platform. Your agreement to the Terms shall operate as a binding agreement between You and the Company in respect of the Services of the Platform. This is a legal agreement between Vahan Technologies India Private Limited, a company having its registered office at UrbanVault 1203, 22nd Cross Rd, 15th Main Rd, Sector 3, HSR Layout, Bengaluru, Karnataka 560102 (“Company”) and You (the “Affiliate Partner” or “you”). The Company and the Affiliate Partner shall thereafter collectively be referred as “Parties” and individually as “Party”. The Affiliate Partner shall be referred to as “itself” or “their”, and shall be interpreted to cover individuals as well as incorporated or unincorporated association of persons who sign up to be Affiliate Partners or render Services on the Platform. We reserve the right to update and change the terms and conditions from time to time without notice, including the right to change or suspend the services offered by it on the Platform at any time, including but not limited to the nature of these services, hours of availability, databases, hours of available and the software and/or hardware needed to access these services. Any amendment, modification, enhancements or changes to the Platform including the release of new features and resources made available by us from time to time shall be subject to these Terms. Continued use of the Platform after any such changes shall constitute your consent to such changes. 1. DEFINITIONS 11 “Acceptance” means your affirmative action of clicking on the box against the words “I Accept” provided at the end of the Terms, by which action, you unequivocally accept the Terms and any modification thereof. 1.2 “Applicable Law(s)” shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, Order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any government or regulatory authority having jurisdiction over the13 1.6 17 18 matter in question, whether in effect as of the date of this or thereafter. “Confidential Information” shall mean and include any and all information provided by the Company to the Affiliate Partner, or to which the Affiliate Partner has or is given access, in whatever form, verbal or otherwise, including, but not limited to, these Terms, the Company’s business plans, marketing plans, financial records and analysis, research, technical specifications, marketing-sales-pricing data, designs, agreements, business or trade secrets, know-how, software or other Intellectual Property, whether or not identified as Confidential Information, in any media, electronic or otherwise, and any other materials identified in writing as confidential information. “criteria” shall mean the specifications, qualifications and verifications required by the Company in order to Onboard any candidate which shall be communicated by the Company to the Affiliate Partner from time to time through an email or by displaying it on its Platform. “Intellectual Property” shall mean copyrights, trademarks, patents, trade secrets, and other intellectual property, whether registered as such or not, of the Company, as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the Applicable Laws of any state, country or jurisdiction. “Personal Data” means any data that relates to a natural person, which, either directly or indirectly, in combination with other information available or likely to be available with a body corporate, is capable of identifying such person and shall include any meanings assigned to it under Applicable Law. “platform” shall mean the recruitment and training. software platform designed by the Company to facilitate workforce engagement, including any updates thereto. “Program” shall mean the affiliate partner program run by the Company to enable affiliates to refer and onboard job seekers on to the Platform and convert them into hires in return for an Affiliate Referral Fee.24. 2.2. 2.3. 2.4. AFFILIATE PARTNER ACCOUNT The Affiliate Partner shall login to the Platform by providing their personal phone number. The Platform shall initiate a process to share a One Time Password (“OTP”) for every instance of login, and once the Affiliate Partner enters the OTP on the Platform, the Affiliate Partner shall gain access to the Affiliate Partner Account. Under no circumstances shall the Company be liable for any loss or damage arising from the Affiliate Partner’s failure to comply with this process. By participating in the Program, the Affiliate Partner warrants that all data provided by it while registering onto the Platform is accurate and complete. The Affiliate Partner may amend/change the information associated with its account on the Platform (the “Affiliate Partner Account”), by logging into its Affiliate Partner Account. The manner in which the Company collects, uses, stores or discloses the Affiliate Partner’s Personal Data and sensitive personal data collected on the Platform, if any, has been outlined in the Company’s privacy policy available at [Link] Additionally, to the extent required to satisfy any contractual or regulatory requirements under contract or applicable law, your data may be shared with third parties, including our clients, customers and government or regulatory authorities. While creating an Affiliate Partner Account, the Affiliate Partner agrees to provide complete and accurate information about itself. The Affiliate Partner may not impersonate any third party to create or use an account for anyone other than itself or provide an email address, or registration number other than its own or create multiple Affiliate Partner Accounts on the Platform, though an Affiliate Partner may create user accounts linked to its own as set out hereunder. The Affiliate Partner may be provided with tiered access, under which, the Affiliate Partner is permitted to create multiple user accounts for its authorized team members (“Users”), provided however that you remain solely and entirely liable for any and all actions and omissions of the Users, and any breach of these Terms by a User shall be deemed to be a breach by you, entitling the Company to take all such actions as permitted.2.5. 3a. 3.2. 33; 3h. In no event shall the Affiliate Partner allow any part of the Platform being cached in proxy servers and unauthorised access by third parties to its Affiliate Partner Account. SERVICES ‘The Platform operates the Program that enables the Affiliate Partner to refer and onboard job seekers on to the Platform (“Onboarding”) and convert them into hires in accordance with the Criteria determined by the Company (“Conversion” or “Converted”) (collectively the “Services”). Access to the Program also includes access to the distinctive business format and method developed and implemented by the Company in connection with the Program, utilizing and comprising the Intellectual Property relating to the Platform, and other standard operating procedures, plans, directions, specification, methods, management and advertising techniques and identification schemes of the Platform. The Affiliate Partners, will be required to refer/source job seekers or candidates across various categories including and not limited to, Delivery Jobs, BPO/Call Centre Jobs, Feet on Street, Quick Service Restaurants, Commercial car drivers, Inside/Field Sales Executive, Back Office Agents, Hospitality Jobs, Housekeeping jobs etc. for Onboarding and Conversion. The Affiliate Partner understands and acknowledges that the candidates Onboarded or Converted may be hired by the Company or any of its clients and all data relating to such candidates, including Personal Data may be shared with the clients of the Company. The Company retains the right to utilize all data provided by the Affiliate Partners in relation to the candidates for its business purposes. While sourcing or referring a job seeker, the Affiliate Partner would be required to collect and verify Personal Data, including, but not limited to, the personal details, copies of identification documents, bank account details etc, The Company does not assure that the candidate sourced or referred by the Affiliate Partner will be hired under this Program or by any client of the Company. Upon submitting Personal Data of the candidates, the Company reserves the right to undertake uniqueness and other related3.5. 3.6. 3.7. verification to establish the eligibility of the candidates referred by the Affiliate Partner. The Affiliate Partner shall be solely responsible to obtain consents from the candidates before sharing any Personal Data with the Company, and such consent shall include sharing of the candidate’s Personal Data with the Company, its vendors, service providers and clients. All job applications submitted to the Company shall expire in 30 (thirty) days from the date it was submitted on the Platform. It shall be the sole responsibility of the Affiliate Partner to ensure that the applications are Converted within the timeframe as provided herein. However, the Company reserves the sole right to accept or reject the applications provided by the Affiliate Partner. Mere provision of applications by the Affiliate Partner shall not amount to Conversion. The Affiliate Partner hereby agrees and acknowledges that while performing the Services under the Terms, the Affiliate Partner shall be responsible to ensure that the candidates sourced by them shall not, breach these Terms, or be involved in any acts/omissions resulting in the commission of any crime or illegal activities, or breach of applicable law, including, but not limited to (i) fraud of any nature, including defrauding clients of the Company or ultimate end users of clients of the Company; (ii) misconduct of any nature while carrying the responsibilities associated with the roles of the candidate; and non-adherence with the Company's terms and conditions for candidates. If any of the candidates sourced by the Affiliate Partner commits any such acts or omissions and it has been either brought to the notice of the Company through its internal monitoring procedures or by any of its clients then the Company or through any other means, the Company reserves the right to take further remedial actions (without any notice), including initiating legal proceedings against such Affiliate Partner for the acts or omissions of the sourced candidate and/or to terminate the arrangement with the Affiliate Partner and/or suspend the Affiliate Partner or restrict it from accessing the Platform or participate in the Program. The Company may, in its discretion and after due enquiry or basis reliable information, withhold any payments due to the Affiliate Partner in case of any loss, damage or costs arising to the Company or3.8. 3.9. 43. its clients directly attributable to the Affiliate Partner or the candidates sourced/referred by the Affiliate Partner, including fraud committed by the candidates. If there are no payments due to an affiliate partner, the Company reserves the right to deduct such amounts from future payments due to the Affiliate Partner. The Affiliate Partner is expected to conduct basic background checks on the candidates that it will Onboard and/or Convert as per these Terms and shall share such report with the Company while Onboarding a candidate. ‘The Affiliate Partner shall be solely responsible for verifying all details shared by the Candidate and shall refer/source only such candidates that have all valid documents and have had unqualified background checks. AFFILIATE REFERRAL PAYOUTS As consideration for each Conversation and subject to meeting other conditions as specified from time to time, the Affiliate Partner shall be paid an Affiliate Referral Fee in accordance with the Affiliate Referral Fee Terms and Conditions and tiers, as notified to you from time to time. The tier cycle resets on the 1% day of every calendar month and is subject to change with or without prior notice to the Affiliate Partner. Notwithstanding the foregoing, the Affiliate Partner understands and acknowledges that the Affiliate Referral Fee and the applicable terms are subject to the discretion of the Company and may be changed at any time without prior notification to the Affiliate Partner. The Company shall communicate any material change in the Affiliate Referral Fee as soon as reasonably possible via an email or by displaying it on the Platform. It is the sole responsibility of the Affiliate Partner to remain updated regarding the latest Affiliate Referral Fee Terms and Conditions. The Company is not responsible for and disclaims any liability or loss suffered by you due to your reliance on any outdated or prior rates of Affiliate Referral Fees. The metric for Conversion is subject to variable definitions, defined by the Company for each category of jobseeker and shall be notified by the Company from time to time on the Platform or through email or any other means.hehe 45. 5a. 5.2. 5.3. To the extent applicable, you may be entitled to incentives, based on then current incentive structures notified by the Company from time to time. It is hereby clarified that the incentive structures are purely discretionary and does not create any entitlement until the conditions mentioned therein are met to the satisfaction of the Company. The incentives are subject to change, suspension or cancellation or withdrawal at any time, at the sole discretion of the Company. Notwithstanding the foregoing, the Company retains the right to make adjustments to all future payouts made to the Affiliate Partner to recover any excess payments made to the Affiliate Partner, following reconciliation of its data (including whether the Affiliate Partner has met the specified conditions, earnings, etc.) undertaken by the Company from time to time. PAYMENT TERMS You shall raise an invoice periodically every 10 (ten) days along with the supporting documents necessary for reconciliation of the accounts or such other invoicing frequency as notified by the Company from time to time. The Company reserves the right to change the process of invoicing and the list of supporting documents from time to time. It is clarified that payments will be paid only against duly raised invoices complying with the Company's notified requirements. Upon receipt of an invoice, the Company will verify the same, and if found to be satisfactory, endeavour to make payments towards such undisputed invoices within a period of 30 (thirty) days of receipt of the invoice by the Company. Invoices may be paid by cheque or wire transfer to your bank accounts, the details of which you shall provide to the Company. The Company is not responsible for any delayed payments or non-receipt of payment of invoices arising due to incorrect/insufficient bank account or wire transfer details provided by you. You shall have the right to dispute the payments through one or more support channels, ie.- Helpdesk, Email Support, Phone Support, In-person support etc. within 10 (ten) days of receipt of the payments from the Company.6. 6.1. 7A. FRAUDULENT/ILLEGAL TRANSACTIONS ON THE PLATFORM In the event the Company becomes aware of any fraudulent transactions undertaken on the Platform by the Affiliate Partner, any Users or any candidates Onboarded or Converted by the Affiliate Partner, the Company shall have the right to immediately terminate the Affiliate Partner’s access to the Program and the Platform without any notice. The Company may also, depending upon the severity of the fraud committed, (i) restrict You from accessing the Platform in the future; (ii) take any and all recourses available under Applicable Law, including initiating criminal or civil proceedings; (iii) impose penalties on You to recover the damages caused to the Company, and (iv) withhold all future payments due to you and to recover any losses or penalties from the amounts already paid to you from the Company. The Affiliate Partner agrees to indemnify, defend and hold harmless the Company, its Affiliates, officers, partners, employees, consultants and representatives, from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney’s fees and related costs and expenses arising out of any fraudulent transaction that the Company may detect on its Platform or is brought its notice by any of its Clients. LIMITATION AND DISCLAIMER OF WARRANTY The Platform and the Company’s services and each portion thereof are provided “as is” without warranties of any kind either express or implied. To the fullest extent possible under Applicable Law, the Company disclaims all warranties, express or implied, with respect to the Platform and these services and each portion thereof, including, but not limited to, the educational videos, books and other content available on the Platform. The Company makes no representation or warranty that any Platform Content or material associated with their services displayed on or offered through the Platform is accurate, complete, appropriate or reliable. The Company also makes no representations or warranties that the Platform Content will meet the Affiliate Partner’s requirements and/or its access to and use of these services will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise secure.7.2. 73. Under no circumstances shall the Company or any others involved in creating this Platform be liable for any damages or injury, including any direct, indirect, incidental, special, consequential, punitive or other damages resulting from any circumstance involving this Platform (including but not limited to damages or injury caused by error, omission, interruption, defect, failure of performance, misdirected or redirected transmissions, failed internet connections, unauthorized use of this Platform, lost data, delay in operation or transmission, breach of security, claim arising out of any person not satisfied with the services provided by an affiliate on the Platform, line failure, defamatory, offensive or illegal conduct of any affiliate on this Platform, or computer virus, worm, trojan horse or other harmful component), even if the Affiliate Partner have advised the Company in advance of the possibility of such damage. The Company does not guarantee that the Platform will function without interruption or errors in functioning. In particular, the operation of the Platform may be interrupted due to maintenance updates, or system or network failures. In the event of interruption in accessing the Platform due to the above-mentioned reasons, the Company shall inform the Affiliate Partner of the same, and the Company disclaims all liability with respect to delay in provision of its services due to the same. INTELLECTUAL PROPERTY RIGHTS Platform Content: All Intellectual Property Rights subsisting in the content included on the Platform and delivered to the Affiliate Partners as part of the Program, including but not limited to the text, articles, photographs, books, images, illustrations, info-graphics, video material, audio material, and software used on or incorporated into the Platform (“Platform Content”), is solely held by the Company, and is protected by the applicable intellectual property laws. The compilation of all Platform Content is the exclusive property of the Company. The Affiliate Partner agrees not to decompile, reverse engineer, disassemble or create derivative works of any Platform Content accessible through the Platform, not to insert any code or product or manipulate the content of the Platform in any way that affects the user's experience, and not to use any data mining, data gathering or extraction method to exploit the Platform Content. The Platform Content is provided to the Affiliate Partner “as is” for the Affiliate Partner’s information and for the sole purpose of the Terms8.3. 84. and neither the Affiliate Partner itself nor a third party facilitated by the Affiliate Partner (including any Users), may use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit for any other purposes whatsoever, the Platform Content without the prior written consent of the Company. The Company reserves all rights, not expressly granted in and to the Platform and the Company’s services. Trademark: JobFinder, [Link] & VahanMitra are the trademarks of the Company. The Platform Content contains the trademarks/trade dress of the Company. The trademarks and trade dress of the Company shall not be used by the Affiliate Partner in connection with any product or service that is not affiliated with the Company in any manner that is likely to (a) cause confusion among affiliates or potential affiliates; or (b) dilute the rights of the Company; or (c) to disparage or discredit the Company. Except for the limited rights expressly granted herein, these Terms do not transfer any proprietary right or interest in the Company’s Intellectual Property. All rights not expressly granted in the Terms are reserved by the Company. Limited License: Subject to the Affiliate Partner’s compliance with the Terms, the Company grants a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to access and use the Platform. Any rights not expressly granted herein are reserved by the Company. AFFILIATE PARTNER’S OBLIGATIONS AND REPRESENTATION AND WARRANTIES: ‘The Affiliate Partner hereby represents and warrants that: (i) it has full power and authority to enter into the Terms and perform its obligations hereunder; (ii) if it is a natural person, it is at least of 18 years of age and competent to enter into and perform the Terms; (iii) it has not entered into, and during the pendency of the Terms, will not enter into any agreement that would prevent it from complying with these Terms; n9.2. 93. 10. 10.1. 10.2. (iv) it will comply with all Applicable Laws in its performance of the Terms, including holding and complying with all permits, licenses, registrations, and other governmental authorizations necessary for such performance; (v) it shall require all third parties working with it (including the Users and candidates), or on its behalf, to comply with all the ‘Terms and Applicable Law. The Affiliate Partner shall promptly inform the Company of any wrongdoings committed by the candidate that it has referred/sourced and shall work with the Company to expeditiously resolve any claims or losses arising out of such actions/omissions of the candidate. The Affiliate Partner shall be required to share any additional information that the Company would require from time to time. INDEMNIFICATION The Affiliate Partner agrees to indemnify, defend and hold harmless the Company, its affiliates, and their respective officers, partners, employees, consultants and representatives, from and against all losses, expenses, damages, costs, claims and demands, including reasonable attorney's fees and related costs and expenses, due to or arising out of: (a) breach or failure to comply with these Terms by the Affiliate Partner’s or the Users or the candidates Onboarded or Converted; (b) where any information the Affiliate Partner submits, emails, or otherwise transmits to the Company any information that violates third party rights or Applicable Laws; or (c) any fraud, negligence, misconduct by the Affiliate Partner or its Users or any candidate Onboarded or Converted under these Terms. The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Affiliate Partner, and in such case, the Affiliate Partner agrees to fully cooperate with such defence and in asserting any available defences. The Company shall not be liable for (i) any indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Platform or its services, even if the Company has been intimated / advised of11. 1a. 11.2. 11.3. 1A. 15. 11.6. the possibility of such damages; (ii) any damages, liability or losses arising out of the Affiliate Partner’s use of or reliance on the Company’s services or the Affiliate Partner’s inability to access or use these services, and (iii) any delay or failure in performance resulting from causes beyond the Company’s reasonable control. In the event where the Company’s liability cannot be excluded, then the Company’s total liability to the Affiliate Partner in connection with the Terms for all damages, losses, and causes of action shall not exceed the Affiliate Referral Fee received by the Affiliate Partner in the 1 (one) month preceding the date of claim sought against the Company. DATA PRIVACY The Affiliate Partner shall process the Personal Data of the Onboarded and/or Converted candidates in accordance with all Applicable Law. The Affiliate Partner shall be solely responsible to obtain the consent of the Candidates for sharing his/her Personal Data with the Company or any client, vendor, service provider of the Company. If the Affiliate Partner becomes aware of or reasonably suspects that there has been any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to any Personal Data, it shall immediately notify the Company, investigate and provide the Company with detailed information of the breach and take necessary steps to mitigate the effects and to minimise any damage resulting from such breach. The Affiliate Partner shall indemnify the Company against any losses, claims and liabilities arising as a result of such breach of any Personal Data of the Onboarded and/or Converted candidates. Upon the expiration or termination of the Terms, the Affiliate Partner shall cease to retain the Personal Data of the Onboarded and/or Converted hires that it no longer requires under the Terms and, at the Company’s option, either return it to the respective Onboarded or Converted hire or destroy such Personal Data. Where Personal Data is transferred by or on behalf of the Affiliate Partner to a country or territory outside of India, the Affiliate Partner B12. 12.2. 12.3. 3B. shall take reasonable steps to ensure that the standard of protection applied to such Personal Data is in accordance with Applicable Laws. Confidentiality During the term of your engagement with the Company and even after termination, the Affiliate Partner shall keep confidential all Confidential Information. The Affiliate Partner shall only use Confidential Information for the purpose of fulfilling its obligations under the Terms and shall not, without the prior written consent of the Company, disclose any such Confidential Information to any person other than the Affiliate Partner's employees or professional advisors on a need to know basis, for the performance of the Affiliate Partner’s obligations under the Terms and who have, where reasonably required by the Company, signed a confidentiality undertaking (in a form reasonably satisfactory to the Company) or otherwise as permitted in writing by the Company. The obligations set out above shall not apply to Confidential Information which the Affiliate Partner can show to the Company's reasonable satisfaction: (i) was known to the Affiliate Partner (without obligation to keep the same confidential) at the date of its disclosure; (ii) is after the date of disclosure lawfully acquired by the Affiliate Partner in good faith from an independent third party who is not subject to any obligation of confidentiality in respect of such Confidential Information; (iii) in its entirety was at the time of disclosure or has become public knowledge otherwise than by reason of the Affiliate Partner’s neglect or breach of the restrictions set out in the Terms; or (iv) is required by Applicable Law, judicial action or a governmental authority to be disclosed in which even the Affiliate Partner shall provide a written notification to the Company shall take all reasonable requirements of the Company in relation to such disclosure. Upon termination of the Terms by the Company, or upon Company’s request, Affiliate Partner shall, in accordance with the instructions of the Company, promptly return or destroy all copies or derivatives of Confidential Information provided by the Company and deliver to the Company a certificate executed by the Affiliate Partner confirming its compliance with this clause. TERMINATIONBa. 33.2. 13.3. 14. 14a. 14.2. 143. The Company may terminate the Terms immediately without notice in the event of any breach by the Affiliate Partner of these Terms or any of the Company’ policies applicable to the Program, as posted on the Platform from time to time or upon a misuse of the Program by the Affiliate Partner. In the event of termination, the following sections of the Terms shall survive: all provisions regarding ownership of intellectual property, indemnification, disclaimer of warranties, confidentiality and limitations of liability, and the provisions of this section and any other provisions, which by their nature, are intended to survive terminations. The Affiliate Partner agrees that upon termination of the Terms, the Company may delete all information related to the terminating Affiliate Partner with respect to the Service provided by such Affiliate Partner. GENERAL Severability: If any part of these Terms are determined to be invalid or unenforceable pursuant to Applicable Law, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect. Entire_agreement and Waiver: Unless otherwise specified herein, these Terms constitute the entire agreement between the Affiliate Partner and the Company in respect of the Affiliate Partner's use of the Platform and supersedes all previous written and oral agreements between the Affiliate Partner and the Company, if any. The Company’s failure to act with respect to a breach by the Affiliate Partner or others does not waive its right to act with respect to subsequent or similar breaches. Relationship between Parties: Notwithstanding anything to the contrary contained in the Terms, the relationship between the Parties shall be on a principal-to-principal basis and nothing in the Terms will be construed as creating an agency, partnership, joint venture, 15association of persons or employment relationship between the Parties. 14.4. Assignment: The Affiliate Partner shall not be entitled to assign the Terms, to any person without the consent of the Company. It is clarified that the Company shall have the right to assign the Terms to a third party without the consent of the Affiliate Partner. 14.5. Governing Law and Dispute Resolution: This Terms of Use document shall be governed by and constructed in accordance with the laws of India. Any disputes arising in relation to, or under, these Terms, shall be subject to the exclusive jurisdiction of the courts of New Delhi. IN WITNESS WHEREOPF, the Parties have executed this Agreement as of the date first herein above set forth. Signed and executed on behalf of the Company Saurabh Singhal Manager - Affiliate Program & Partnerships Signed and executed on behalf of the Affiliate Partner 16