RECITALS

Digities owns and manages a cloud-based file and application access management solution (‘Digiwork’) which enables subscriber and their team members to access their files and applications from anywhere. In other words, Digities provides a LAN on the cloud service (hereinafter use of Digiwork platform on subscription is referred to as ‘Subscription Service’).

You, the subscriber by accepting these terms and conditions, accept the desire to avail the subscription of Digiwork platform and Digities agrees to provide the same in accordance with the terms and conditions set forth in this Agreement below.

TERMS AND CONDITIONS

The terms of subscription agreement as agreed to between the parties are as detailed hereunder.

Capitalized terms as used in this agreement, shall have the respective meanings set forth in this Clause and any other capitalized terms used in the body of this Agreement and not defined in this Clause shall have such meaning as defined or intended in the body of the agreement:

“Agreement” means this Master Subscription Agreement and any modifications, amendments, revisions to it from time to time.

“Users” means subscriber’s employees, branch accountants, interns and promoters or any other person(s) (and their respective employees) who are authorised by subscriber to use the Subscription Service.

“Content” means any information, data, files, database, diagrams, pictures, charts, analyses, text, numbers, corporate information, financial information, personally identifiable information of Subscriber or any other information or data, owned or controlled by the Subscriber.

“Effective Date” means the date set out herein above as the date of execution of this Agreement.

“Fees” or “Subscription Fee” means the fee(s) agreed and payable by the Subscriber for the Subscription Service it avails.

“Party” means either of Digities or the Subscriber and “Parties” means both Digities and the Subscriber collectively.

“Subscription” means availing the Subscription Service on payment of the Subscription fee by the Subscriber for the duration of the Subscription period.

“Service Period” or “Subscription Period” shall be 12 months commencing from the effective date of this agreement.

RIGHT TO USE THE SUBSCRIPTION SERVICE

Subject to the Subscriber fulfilling all its payment obligations set out below, Digities grants the Subscriber (and through it, each of the Users) a limited, non-exclusive, non-transferable right to use the Subscription Service that is valid only for the Subscription Period. All rights not expressly granted herein are reserved by Digities.

The Subscriber will ensure that any of the Users do not (i) license, sublicense, sell, resell, reproduce, duplicate, copy, deconstruct, transfer, assign, distribute or otherwise commercially exploit any part of the Subscription Service ; (ii) modify or make derivative works based upon the Subscription Service; (iii) create Internet "links" to the Subscription Service or "frame" or "mirror" any Content or any other server or wireless or Internet-based device, unless expressly permitted in writing by Digities; or (iv) reverse engineer the underlying software in the Subscription Service or access the Subscription Service in order to (a) build a competitive product or service, or (b) build a product using similar ideas, features, functions or graphics as the underlying software in the Subscription Service, or (c) copy, distribute, publish any ideas, features, functions or graphics of the Subscription Service; (v) Use the Subscription Service for any purpose apart from the Business Purpose; (vi) modify, disrupt or interfere with the Subscription Service, supporting servers, or networks either manually or through the use of scripts, viruses, or worms, trojan horses or any other malicious code; and (vii) excessively overload the servers provided by Digities or systems used to provide the Subscription Service.

SCOPE OF SERVICES, FEES AND CANCELLATION

Digities through its Digiwork applications shall setup the Subscriber’s instance so that the users can have cloud access to Subscriber’s data (ie. MS office files, pdf etc.,) and application which work on windows.

Digities does not provide license for tally or any other software used by the subscriber for its operations, rather the current license of the subscriber would be used to access the required applications. For example, if the subscriber has a Tally multiuser license, Tally can be accessed by all the users simultaneously (Upto TVM users allowed by Tally) as if they were working physically in office on your LAN. Our solution does not change the underlying features of your existing applications. Further, internet connection of reasonable speed is required from subscriber’s end (Approximately 8Mbps per user individually and 10Mbps per user where common internet is accessed by multiple users). Digities shall endeavour to provide 95% uptime of access to its server.

All recurring Services availed by the Subscriber will commence on the start date specified in this Agreement and will continue for the corresponding Service Period specified therein unless this Agreement is terminated. Except if otherwise specified or agreed, all recurring Services availed will automatically renew for additional periods equal to the expiring Service Period or one-year (whichever is shorter), unless either Party gives notice of cancellation at least thirty (30) days before the end of the relevant Service Period. The pricing during any such renewal period will be the same as that during the prior term, unless mutually agreed to otherwise between the Parties. In no event will any cancellation relieve the Subscriber of the obligation to pay any fees payable to Digities for the period prior to the effective date of cancellation provided that Subscriber has availed the Service provided.

All Fees are payable within seven (7) days of receipt of the related invoice (“Due Date”) by the Subscriber. Any delay in payment beyond the Due Date will entitle Digities to levy penal interest of 12% per annum until the date of actual payment. Further, any delay that extends beyond fifteen (15) days from the Due Date will also entitle Digities to cease providing access to the Subscription Service, and/or terminate this Agreement by giving 30 days advance notice. The rights of Digities set out in this Clause are without prejudice to and are not in derogation of any other rights or remedies that Digities may have under law or equity. The Subscriber will continue to be charged Fees for any Services provided during any period of delay in payment of any Fees.

Fees will be exclusive of all taxes and levies and will be charged separately to and borne by the Subscriber.

Current Fees:

The fee shall be as applicable and communicated to/ agreed with the subscriber. Our subscription fee is payable annually in advance.

The fees may be revised for subsequent years based on mutual agreement. CONTENT

Digities acknowledges that any and all Content, including copyrights, trademarks, database rights and other Intellectual Property Rights contained in such Content are owned by the Subscriber or the person submitting such Content.

Digities does not obtain any right, title or interest in the Content, except as specifically granted herein in order to provide the Services to the Subscriber.

Digities agrees to (a) hold all Content in strict trust and confidence, (b) refrain from using or expressly permitting any third parties to use the Content in any manner or for any purpose not expressly permitted or required by this Agreement; provided that Digities will not have any liability hereunder for any use of the Content that it does not expressly permit, (c) refrain from disclosing or permitting others to disclose any Content to any third party, apart from its business partners and vendors, without obtaining the Subscriber’s express prior written consent on a case-by-case basis, and (d) limit access to the Content to its employees, agents, business partners or vendors, who have a reasonable need to have such access in order to provide the Service(s) or any related service offerings.

The Subscriber agrees that Digities has no responsibility or liability for the unauthorised, wilful or negligent access or use of, deletion, corruption, or alteration of, or the failure to upload, store or retrieve any Content maintained or transmitted by the Subscription Service.

Within seven (7) days of termination of this Agreement for any reason, the Subscriber will send a notice to Digities seeking either (i) deletion of all content in the possession of Digities, or (ii) return of all Content in the form as available on the database of Digities at that time. If the Subscriber fails to send the notice seeking deletion or return of Content within the said seven (7) days, Digities shall either return or permanently delete from its servers, all of the Subscriber's Content and all backup copies thereof, without further notice and without any liability of Digities to the Subscriber, its Users or any third party

Upon deletion or return of Content, as the case may be, Digities will cease to have any obligation under this Agreement or law, in relation to the Content.

PROMOTIONAL RIGHTS

Digities may, at its option and expense, place customary tombstone announcements and advertisements or otherwise publicize the subscription and Digities’s role in it (which may include the reproduction of the Subscriber’s logo) in financial and other newspapers and journals and marketing materials including online marketing describing its services, a copy of which shall be shared with the Subscriber if requested.

DATA BACKUP AND SECURITY

The Subscriber understands and agrees that Digities will not be liable for any further data security measures/ liability arising out of, other than those specified in Clause 1

In addition to the measures listed in Clause 1, Digities would be happy to assist in configuring the existing system/ cloud platform owned/ subscribed by the subscriber to hold a backup of the main server. In case, the subscriber does not own a system which could be configured for backup then Digities in such case could provide the backup access through a separate cloud platform for an additional fee which could be discussed where the option is exercised and conveyed by the subscriber to us

LIMITATION OF LIABILITY

The Subscriber agrees that Digities will not be liable for any (a) Access delays or Access interruptions to the Service(s); (b) Content non-delivery, mis-delivery, destruction or other modification; (c) Unauthorised Access to Content entered in, or breach of any security mechanisms utilised in the Service(s); or Events beyond the reasonable control of Digities.

In no event will the maximum aggregate liability of Digities exceed the total amount paid by the Subscriber to Digities for the Services rendered in the past 12 months.

FORCE MAJEURE

Neither Party shall be liable for failure to perform any of its obligations hereunder if such performance is prevented, restricted or interfered with by reason of war or other violence; any law, or regulation of any government; fire, or other causality or accident; strike or labour disputes; or any act of god or any act or condition whatsoever beyond the reasonable control of such Party.

DISPUTE RESOLUTION

All disputes between the Subscriber and Digities arising out of or in connection with this Agreement or the Subscriber’s Use of the Service(s) will first be settled by mutual negotiations and agreement. If, for any reason, such dispute cannot be resolved amicably within 30 calendar days of the dispute being notified by either the Subscriber or Digities to the other, the same shall be subject to arbitration as per the Arbitration and Conciliation Act, 1996 or any subsequent enactment or amendment thereto and the place of arbitration will be Chennai.