Master Services Agreement

In this Agreement, unless the context otherwise requires:

(a) The term “Clause” refers to the specified Clause of this Agreement;

(b)The words “directly or indirectly” mean directly or indirectly through 1 (one) or more intermediary persons or through contractual or other legal arrangements, and “direct or indirect” shall have the correlative meanings;

(c) Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the Effective Date, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;

(d) Applicable Law includes its amendments and re-enactments;

(e) the use of the singular shall include the plural and vice-versa and the use of the masculine shall include the feminine and vice-versa;

(f) The descriptive headings of clauses and paragraphs are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content thereof and shall not be used to interpret the provisions of this Agreement;

(g) The words “include” and “including” shall be deemed to be followed by the phrase “without limitation”.

(h) The terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to this Agreement as a whole;

(i) Any reference to day shall mean a reference to a calendar day;

(j) Any reference to month shall mean a reference to a calendar month;

(k) Annexures, Schedules, Exhibits to this Agreement form an integral part of this Agreement;

(l) Any reference to any period commencing “from” a specified day or date and “till” or “until” a specified day or date shall include both such days or dates;

(m) Words and abbreviations which have well known technical or trade or commercial meanings are used in this Agreement in accordance with such meanings;

(n) In case any sections of the Agreement conflicts with terms of any other document referred to in the Agreement, the following order of precedence will be prevailing over the Parties:

1. (i) the Clauses of this Agreement;
2. (ii) the Schedules of this Agreement; and
3. (iii) any other document referred to in the Agreement;

(o) Time is of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence.

(p) Any word or phrase defined in the body of this Agreement as opposed to being defined in Clause 1.1 shall have the meaning assigned to it in such definition throughout this Agreement, unless the contrary is expressly stated or the contrary clearly appears from the context; and

5.1. Service Provider or its Affiliate charges the Customer for each Service commencing on the Go Live Date as per the rates, currency and charges mentioned in the SOF terms of subscription plan taken on Polarin Platform.

5.2 Unless otherwise agreed in the SOF /subscription terms of Polarin Platform. The Customer can choose either the reserved plan or PAYG plan on the Polarin Platform

5.2.1 In the event the Customer opts for the reserved plan, the first invoice will be generated on Go Live Date on a pro-rated basis while the subsequent invoices will be generated on the 1st of every month.

5.2.2 In the event the Customer opts for a PAYG Plan, then all the invoices under the said plan will be generated on the first of every month basis on the hourly usage in the previous billing period.

5.3 Service Provider may invoice the Customer an upfront fee (“UF”) for Services prior to the Go Live Date if specified in a SOF terms of subscription plan taken on Polarin Platform as one-time charges, and the Customer shall pay such UF in accordance with terms set out in the SOF/ terms of the subscription plan taken on Polarin Platform. Service Provider will invoice the Customer via electronic delivery.

5.4. If a monthly subscription fees (“MSF”) is specified in a SOF / terms of subscription plan taken on Polarin Platform, Service Provider or its Affiliate shall invoice the Customer for MSC as per the terms set out in the SOF / terms of subscription plan taken on Polarin Platform..

5.4. Subject to the plan opted by the Customer as mentioned in clause 5.2, Service Provider or its Affiliate shall begin to invoice the MSF from the Go Live Date. For Services where there is no need of port cross connection, the billing will start instantly. The invoice start dates for individual Service under the SOF/ terms of Polarin Platform may differ if Services under the SOF /terms of Polarin Platform are provisioned on different Go Live Date. Invoices for partial months shall be pro-rated.

5.5. The base price shall be stated in SOF / subscription plan taken on Polarin Platform. All the payment shall be made to a Service Provider’s or its Affiliate’s designated account electronically.

5.6. Usage based charges or professional fee charges will be invoiced in the billing period after such Services have been provided. All payments made by the Customer under this Agreement will be made without any deduction or withholding for or on account of any charges/ fees and all applicable GST, excise, sales, use, VAT, customs and import taxes or other taxes, fees, surcharges, and/or recovery charges, however designated, imposed upon or authorized as a result of Service Provider ’s sale of the Services (collectively, “Taxes”). Service Provider may adjust charges for a Renewal Service Term, upon thirty (30) days written notice to the Customer.

5.7. If any taxing or governmental authority asserts that the Customer should or should have made a deduction for withholding for or on account of any Taxes with respect to all or a portion of any payment made under this Agreement, the Customer agrees to increase the gross amount payable by the Customer to Service Provider by the amount of such withholding and indemnify Service Provider for Taxes and to hold Service Provider harmless on an after-tax basis from and against any such Taxes, interest or penalties levied or asserted against Service Provider or any other levies by whatever name it may be called.

7.1. If the Customer reasonably and in good faith disputes any portion of Service Provider’s invoice, the Customer will, within thirty (30) days of the invoice date, submit written notice to Service Provider of such dispute, identifying in specific detail the reason for the dispute and the amount being disputed.

7.2. If the Customer does not deliver such written notice within thirty (30) days of the invoice date, the invoice and all relevant charges will be deemed correct, and the Customer will have waived its rights to dispute the invoice. The Customer’s dispute as to any portion of the invoice will not excuse the Customer’s obligation to pay the undisputed portion of the invoice by the Payment Date. The Parties will negotiate in good faith to resolve any disputes within fifteen (15) days following Service Provider’s receipt of the Customer’s timely written notice. Any amounts that Service Provider determines to be in error will be adjusted on the Customer’s next invoice. Any disputed amounts that Service Provider determines to be correct as billed will be due and payable by the Customer, upon notification and demand by Service Provider, along with any charges that Service Provider may impose under Clause 5 above.

10.1. Neither Party will be in default or otherwise liable for any Service Outage, delay, or failure of its performance under this Agreement or any SOF/ subscription plan taken on the Polarin Platform to the extent such Service Outage, delay, or failure to perform arises by reason of any cause or circumstance beyond the reasonable control of the affected Party, including but not limited to, reason of act of God, the elements, adverse weather conditions, fire, flood, riots, strikes, accident, war, governmental requirement or any action of government in its sovereign capacity, act of civil or military authority, action or inaction of a supplier or other third party (including but not limited to failure of an underlying third party provider to timely process an application), fiber or cable cut, subsea fiber damage, inability to secure materials, labour or transportation, epidemic or catastrophe (each constituting a “Force Majeure”).

10.2. Any Party that is subject to an event of Force Majeure shall not be in breach of this Agreement provided that it promptly notifies the other Party in writing of the nature and extent of the event of Force Majeure causing its failure or delay in performance.

11.1. Except as expressly set out in this Agreement, Service Schedule, a SOF/ subscription plan taken on Polarin Platform and to the extent permissible under applicable law, Service Provider does not make, and expressly disclaims and excludes to the fullest extent, any warranties, conditions, representations or other agreements, express or implied (either in fact or by operation of law, statutory or otherwise), to the Customer or any third party with respect to the Service or equipment, including, without limitation, any conditions or warranties of merchantability, satisfactory quality or fitness for a particular purpose or otherwise. Service Provider will provide and maintain the Service to the Customer as specified in this Agreement.

11.2. In no event will Service Provider 's third-party suppliers be liable to the Customer or any other party for any loss or damage arising out of the provision of Services or equipment under this Agreement. In no event will a Party be liable to the other Party under any circumstances, howsoever arising out of, or in connection with, this Agreement for any loss of actual or anticipated profit, loss of income or revenue, loss of goodwill, opportunity, business or contract, loss, destruction or corruption of data or technology, business interruption, downtime costs, or any wasted expenditure or time, loss of anticipated savings, loss of use of any property, cost of substitute performance, equipment or services, in each of the foregoing cases, whether such loss or cost is direct, indirect or consequential; or any indirect, special, incidental, exemplary, punitive or consequential losses or damages. The exclusions in this Clause will apply whether or not the costs, losses or damages were caused by the acts or omissions of a Party’s employees or agents, and regardless of whether it has been informed of, or could have foreseen, the possibility or likelihood of such losses. The Customer’s sole remedy for the failure or non-performance of the Service or equipment to meet the performance and Service levels of the applicable Service Schedule will be to receive a credit as set out in applicable Service Schedule. A Party’s entire liability to the other Party for any claim, loss, cost, expense, or damages under this Agreement or the SOF/ subscription plan taken on Polarin Platform will in no event exceed the sum actually paid by the Customer to Service Provider for the affected Service during the twelve (12) month period preceding the date such claim first arose. The foregoing exclusions and limitations apply to all causes of action and claims of any kind arising out of or related to this Agreement or any SOF/ terms of subscription plan taken on the Polarin Platform including, without limitation, breach of contract, breach of warranty or condition, under an indemnity or otherwise (unless expressly provided), strict liability, breach of statutory duty, negligence, misrepresentation, or any other tort. The Customer acknowledges and accepts the reasonableness of the foregoing disclaimers and limitations of liability. For purposes of this Clause 11, all references to a Party will include its affiliates, agents, suppliers, officers, directors, shareholders, and employees.

11.3. Each Party will protect, defend and indemnify, and hold harmless the other Party, its officers, employees, contractors, and agents, from and against any and all liabilities, allegations, claims, losses, damages, expenses, judgements and causes of action arising from or in connection with damage to tangible, real and personal property caused by the gross negligence or wilful misconduct of the indemnifying Party, or its employees, affiliates, representatives, agents or contractors in the performance of the indemnifying Party’s obligation under this Agreement, except those damages, costs, expenses and liabilities arising from the negligence or wilful misconduct of the indemnified Party.

11.4. This indemnification requires the party seeking indemnification to give prompt notification of any claim to the indemnifying Party and to give the indemnifying party reasonable control over the management of the third-party claim and any settlement negotiations or arrangements relevant to it.

11.5. Each Party’s indemnification obligations hereunder survive the expiration or termination of this Agreement.

11.6. Except for the credits for a Service Outage, if any, Service Provider shall not be liable to the Customer for any loss or damage sustained by reason of any delay in completion, failure or breakdown of the Service or for any interruption of Service, regardless of the cause of such delay in completion, failure, breakdown or interruption, and regardless of how long it shall last. The Customer hereby agrees and acknowledges that any service credits shall be in full and final settlement of any claim and the sole remedy in relation to any claim concerning Service unavailability or outage.

11.7. Service Provider shall not, in any manner, be held responsible for any breach of contract by the Customer or any of its clients, strategic partners, suppliers or Affiliates. Any acts of omissions of any third party under any arrangements with /to the Customer (including, without limit, End User) will be deemed to be to the Customer’s acts or omissions for the purpose of this Agreement

11.8. Nothing in this Agreement will exclude or limit a Party’s liability for wilful misconduct; for death or bodily injury caused by a Party’s gross negligence; for use of Service (or any service derived therefrom) for any illegal or unlawful purpose; to pay charges (including any cancellation charges or other early termination charges) which have already become due; or in respect of any other liability which cannot be excluded or limited by applicable law. The Parties will use best endeavours to mitigate any losses that may arise from any SOF/ subscription plan taken on the Polarin Platform or under this Agreement.

12.1. The Customer acknowledges and agrees that:

12.1.1. the Customer is solely responsible for obtaining all licenses, approvals, and regulatory authority for its operation and the provision of the Customer’s services which incorporate Service Provider’s Services to its end user and/or other customers; and

12.1.2. the Customer is solely responsible for complying with the terms and conditions set out in the subscription plan taken on the Polarin Platform.

12.1.3. the Customer is solely responsible for complying with all the applicable laws and shall not be involved: (i) in any unlawful activity like sending unsolicited commercial messages or communications in any form ("SPAM"), falsifying user or other Service related information; ii) in any activity that threatens the integrity and/or security of any network or computer system (including, but not limited to, transmission of worms, viruses and other malicious codes and accessing any device or data without proper authorisation) etc.;

12.1.4. the Customer is solely responsible for obtaining all local permits, landlord consents, access licenses and permissions, and other consents and waivers necessary for installation of facilities and equipment to allow Service Provider to provide the Service and make use of the Service. Equipment used by the Customer or the Customer’s customers, suppliers, agents, employees or end users in connection with any Service will not:

12.1.4.1. interfere with or impair service over any facilities and equipment of Service Provider and its suppliers;

12.1.4.2. impair the privacy of any communications carried over Service Provider's Services; or

12.1.4.3. cause damage of any nature to the system or prejudice the proper use of the system by Service Provider or any third party;

12.1.4.4. create hazards to the employees of Service Provider or the public.

12.2 Save to the extent that it is an obligation of Service Provider , the Customer shall procure, comply with and maintain all permits required under applicable laws necessary to allow the Customer to connect to and use the Service. The Customer shall use the Service only in accordance with, and subject to, all such applicable permits and shall not do or permit any act or omission that would cause Service Provider or any of its Affiliates to be in breach of any law applicable to Service Provider or any of its Affiliates in any jurisdiction. The Customer shall indemnify Service Provider in respect of any breach by the Customer of this Clause.

12.3 The Customer shall be entitled to lease or provide any capacity or other service derived from the Service to end-users (each an “End-User”) provided always that: (a) the rights and obligations of the End-User shall be subject to all of the terms of this Agreement read with the terms of subscription plan taken on Polarin Platform as may be applicable; and (b) the term of any lease or other agreement with the End-User shall not be for a period that would expire after the term applicable to the relevant Service.

12.4 The Customer shall ensure that the Service is not used for any illegal or unlawful purpose and the Customer shall indemnify Service Provider in respect of any third party claims arising from the Customer’s and/or End-User’s use of the Service (or any service derived therefrom) including claims for defamation, libel, violation of the rights of privacy or any other tortious or illegal conduct.

12.5 The Customer shall provide to Service Provider , any information requested by it as well as access to its premises.

12.6 In addition to any other remedies available under this Agreement, Service Provider may, in its discretion, suspend Service upon the provision of notice if the Customer does not comply with the foregoing sentences. Service Provider will have no liability to the Customer’s end user, suppliers and/or customers arising from or relating to this Agreement or any SOF /terms of the subscription plan taken on Polarin Platform. The Customer’s obligations to Service Provider under this Agreement and all SOFs/ terms of the subscription plan taken on Polarin Platform including, without limitation, its payment obligations, are independent covenants from the Customer’s ability to collect payment from its end user and/or carrier customers. Service Provider will have no obligation to interact with the Customer’s end users or customers for any reason or purpose. Service Provider will not be liable for any fraudulent use of the Services by the Customer or any third party, including, but not limited to, fraudulent calls. Service Provider has no obligation to investigate the authenticity of any use of the Services charged to the Customer's account. The Customer will protect, defend, indemnify, and hold harmless Service Provider , its officers, directors, employees, contractors, and agents, from and against any and all liabilities, allegations, claims, losses, damages, expenses (including reasonable attorney’s fees and costs), judgments, and causes of action arising from or related to any claim relating to or arising from this Clause and/ or the acts or omissions of the Customer or its End Users.

13.1. Service Provider or its Affiliates or its vendors or subcontractors will retain ownership of all Intellectual Property Rights in any of the Service Provider’s or its Affiliate’s or its vendors’ or subcontractors’ works that pre-exist or were developed outside the Agreement (“Pre-existing Works”). Service Provider or its Affiliate hereby grants to the Customer a fully paid up, royalty free, worldwide, perpetual, irrevocable transferable and non-exclusive license to use (only to the extent required to use the Services) any and all such Pre-Existing Works of Service Provider or its Affiliates which is (a) included or embodied in the Services or (b) used avail the Services, provided, notwithstanding the foregoing, the Customer shall not be entitled to provide, transfer, or distribute (whether directly or directly) any Pre-existing Works or copies thereof in any form to third parties. Customer confirms and acknowledges that Service Provider or its Affiliate is not the original equipment manufacturer (“OEM”) of the software/ solution, if provided to the Customer as a part of any Services and/ or otherwise is made available as a part of Services to the Customer then it is on as is basis without any liability, whatsoever. In the event of a third party claim of intellectual property infringement in such Services, Service Provider or its Affiliate will make available the remedies made available to Service Provider or its Affiliate by the OEM on as is basis and shall not be liable for any other or additional claims.

13.2. Where any person makes a claim for Intellectual Property Right infringement in connection with the provision of Services or materials/equipment supplied by Service Provider or its Affiliate, Service Provider or its Affiliate must perform one of the following, at its own expense, to avoid further infringement:

a) modify or replace the Services or material/equipment to avoid the infringement. Such modification or replacement must be accomplished in a manner that is reasonably acceptable to Customer and that does not impact the performance of the affected Services or material/equipment.

b) obtain a license or other right for the Customer to continue using the infringing Services or material; or

c) if neither 13.2(a) or 13.2(b) can be achieved on reasonable commercial terms by Service Provider or its Affiliate using its best endeavours, Service Provider or its Affiliate shall so notify Customer and terminate such infringing Services.

14.1. The Customer will grant Service Provider , its agents and contractors, access to and use of the Customer’s facilities to the extent reasonably necessary for the installation, connection, removal, and maintenance of equipment, facilities, and systems relating to Services. The Customer will not allow or cause any service, facility, or equipment of Service Provider or its suppliers to be rearranged, moved, modified, repaired or relocated without Service Provider ’s written consent. the Customer will not create or allow any liens or other encumbrances to be placed on any such facilities or equipment of Service Provider or its suppliers. If the Customer relocates or changes the place of the Service provided under the SOF/ subscription plan taken on Polarin Platform, the Customer will pay all additional installation and related charges associated with such relocation. Service Provider may require the Customer, as a condition to receiving Service, to use customer premise equipment (CPE) supplied by Service Provider. Unless agreed otherwise between the Parties, all CPE will remain the exclusive property of Service Provider. The Customer will return disconnected or faulty CPE in accordance with Service Provider’s return merchandise authorization (“RMA”) process which includes completing the necessary forms and using the shipping label provided by Service Provider, if applicable. The Customer will pay Service Provider the associated non-return fee for CPE specified in the related SOF/ subscription plan taken on Polarin Platform(or if no non-return fee is specified, the manufacturer’s suggested retail price as of the date of the related SOF/subscription plan taken on Polarin Platform) that is (i) not returned to Service Provider within fifteen (15) days of the disconnection date or the date that the Customer receives new CPE to replace faulty CPE or (ii) damaged during return shipping to Service Provider . If the Customer takes ownership of CPE, the Customer will assist Service Provider with all administrative requirements associated with such ownership.

15.1. The Customer requests to disconnect a Service must be submitted through the submitted through an email sent from the email id of authorised representative of the Customer. Any alternative forms of disconnection requests must be approved by Service Provider in writing. For purposes of clarification, any cancellations by the Customer prior to or on or after the Go Live Date will be subject to the charges set out in Clause 8 of this Agreement.

16.1. Neither Party will disclose to any third party during the term of this Agreement and for two (2) years following the expiration or termination of this Agreement, any of the terms of this Agreement or the SOF/terms on Polarin Platform, including any rate information, unless such disclosure is required by any state or federal governmental agency, is otherwise required by law, or is necessary in any proceeding establishing or applying rights or obligations under this Agreement. By virtue of this Agreement, each Party (the“Receiving Party”) will have access to or may learn certain confidential or proprietary technical, business, scientific, strategic, financial, legal (including intellectual property), commercial, regulatory, organizational, and/or operational information and data of the other Party (the “Disclosing Party” ), including the existence of this Agreement and the terms of any supplemental document, work order, SOF/ terms on Polarin Platform or statement of work, whether disclosed by or on behalf of the Disclosing Party and in any form of disclosure whether or not expressly identified as confidential ("Confidential Information"). Each Party will, both during the Term and for a period of two (2) years after expiration or termination of this Agreement, hold the Confidential Information in confidence. Each Party will not make the Confidential Information available in any form to any third party or use the Confidential Information for any purpose other than the implementation of this Agreement. Each Party will take all reasonable steps to ensure that Confidential Information is not disclosed or distributed to any other individual or entity in violation of the provisions of this Agreement. Each Party will disclose the Confidential Information only to those employees, directors, officers, agents, professional advisers or consultants who need to know the Confidential Information for the purpose of any business interaction between the Parties and who are bound in writing to observe the terms and conditions of this Clause 16.

16.2. Confidential Information will not include (i) information that is publicly available as of the Effective Date or subsequently becomes publicly available through no fault or act of such Receiving Party or representative of such Receiving Party; provided that such information will not be deemed to be publicly available merely because more general information may be publicly available; (ii) information that is known to such Receiving Party prior to disclosure from the Disclosing Party as evidenced by such Receiving Party; provided that such information is not known by such Receiving Party to have been received in violation of any obligation to the Disclosing Party to keep such information confidential; (iii) information that such Receiving Party receives from any third party not under any obligation to the Disclosing Party to keep such information confidential; and (iv) information that is independently developed by such Receiving Party or its representatives without reliance upon or use of the Confidential Information of the Disclosing Party.

16.3. For purposes of clarification, under no circumstances will either Party utilize any information obtained in connection with this Agreement to contract directly with any vendors, contractors, or customers of the other Party with respect to that specific Service or a replacement or substitute for that Service; provided, however, that nothing in this Agreement will be construed to preclude either Party from purchasing, selling or utilizing any other telecommunications, information, or ancillary services from or to any other entity or from using information independently developed to purchase, sell, or utilize such services.

17.1. The Customer shall not be entitled to assign its rights and obligations under this Agreement to any third party, without the prior written consent of Service Provider. Subject to applicable law, Service Provider may assign this Agreement in its discretion to any third-parties.

18.1 Each Party warrants that: (a) it has full capacity, power and authority to enter into, and to perform its obligations under, this Agreement; and (b) it shall perform its obligations under this Agreement in a manner consistent with applicable law.

18.2 Except as expressly set out in this Agreement, no warranties or representations are expressed or implied by Service Provider in relation to the Service, and any such warranties or representations are expressly disclaimed to the extent permitted by applicable law. Service Provider also, except to the extent expressly specified in this Agreement, disclaims any warranty or representation that the Services will be error free, secure or uninterrupted. In particular, the Customer acknowledges that Service Provider cannot guarantee, and nor is it liable for, any loss, damage or security of information or data transmitted using the Services.

19.1. Each Party acknowledges that this Agreement has been jointly drafted by the Parties and that it has not been induced to enter into this Agreement by any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement and agrees that it will have no remedy in respect of the same. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any provision is declared invalid by a court with jurisdiction over the Parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. Each provision of this Agreement is severable from the whole, and if one provision is declared invalid, the other provisions will remain in full force and effect. Failure of either Party to enforce any of the provisions of or its rights under this Agreement, or the waiver of such rights in any instance, will not be construed as a general waiver or relinquishment of any rights.

19.2. The representations, covenants, obligations, rights, and agreements of the Parties set out in this Agreement are not intended for, nor will they be for the benefit of or enforceable by, any third party or person not a Party to this Agreement including, without limitation, the Customer’s end user, suppliers and/or carrier customers. Under this Agreement, Service Provider will have no relationship with the customers to which the Customer may provide service. The Customer acknowledges and agrees that no fiduciary relationship arises under this Agreement or the SOF/ terms of Polarin Platform and will indemnify Service Provider from any third-party claims.

19.3. The Customer and its End Users and customers will comply with terms of subscription plan taken on Polarin Platform (to the extent applicable) in its use of the Service(s). The Customer will indemnify, defend, and hold harmless Service Provider from any losses, damages, costs or expenses resulting from any third-party claim or allegation arising out of any alleged or actual violation of the terms of subscription plan taken on Polarin Platform. The Parties acknowledge Service Provider’s Privacy Policy located on Service Provider ’s website.

19.4 All Services are subject to the terms and conditions of this Agreement, Service Provider’s operational and service schedules, guides and service level agreement(s) applicable to the specific Service (collectively a “Service Schedule ”), the SOF/ terms of subscription plan taken the Polarin Platform and any statement of work or other written instrument (collectively a “SOW”) between the Parties that applies to Services. Service Provider will provide the Customer with the Services as described on any SOF/ terms of subscription plan taken the Polarin Platform issued under this Agreement, which constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any and all prior offers, communications, representations, understandings, and agreements, whether verbal or written, made between the Parties. Service Provider will not be bound by any provision in any purchase order, confirmation, correspondence or other communication from the Customer which is at variance with, in addition to, seeks to define or clarify, and/or conflicts with any provision of this Agreement, SOW, a Service Schedule, or any SOF/ terms of subscription plan taken the Polarin Platform , unless such variance, addition, definition/clarification, or conflict is specifically identified in a written agreement signed by the Customer and Service Provider which expressly references the appropriate provision of this Agreement, a SOW, a Service Schedule, and/or a SOF / terms of subscription plan taken the Polarin Platform Polarin Platform, as applicable. The order of precedence in interpretation will be (i) any SOF/ terms of subscription plan taken the Polarin Platform; (ii) a SOW; (iii) a Service Schedule and then (iv) this Agreement.

19.5. Service Provider may for any operational reasons or change in applicable law, may change the technical specification of a Service upon thirty (30) days advance written notice to the Customer. In the event that the Customer does not accept the revised specifications for such Service, Service Provider and the Customer shall mutually discuss the agreeable specifications and in the event that the Parties are unable to agree, then Service Provider shall have the right to terminate the service upon thirty (30) days prior written notice to the Customer.

19.6. Any notice given or made under to this Agreement will be effective if in writing and delivered by overnight courier, first class or certified mail, or electronic delivery (email) and delivered at the address provided in the SOF/ Polarin Platform or such other address as may be provided in writing by either Party to the other from time to time.

19.7. The Parties will be considered independent contractors for the purposes of this Agreement and the relationship between the Parties will not be that of partners, agents, fiduciaries or joint venturers for one another, and nothing in this Agreement will be deemed to constitute a partnership, agency agreement, or joint venture between the Parties for any purpose whatsoever.

19.8. Both Parties shall at their own cost obtain and maintain the necessary insurance to cover all risks in respect of the provision or procurement of Services, personnel, materials and equipment used under the terms of this Agreement during the Term.

19.9. Both Parties shall at their own cost obtain and maintain the necessary insurance to cover all risks in respect of the provision or procurement of Services, personnel, materials and equipment used under the terms of this Agreement during the Term.

19.10. This Agreement and all SOFs/ subscription terms of Polarin Platform, or any other applicable contract document that incorporates by reference the terms of this Agreement or SOFs/ subscription terms of Polarin Platform, and any dispute or claim arising under any of them will be governed by and construed in accordance with the law of Republic of Singapore and the Parties further consent to exclusive jurisdiction of Singapore. Each Party shall be responsible to comply with laws as may be applicable according to the jurisdiction of its incorporation. Any dispute or difference between the parties arising out of or in connection to this Agreement, including but not limited to performance, termination or breach thereof, that cannot be settled first through mutual negotiations and in case Parties fail to settle such dispute through mutual negotiations within 30 days, such dispute shall be settled by the Parties shall be resolved in accordance with the arbitration procedures stipulated under the Singapore International Arbitration Centre Rules (“SIAC Rules”)as amended from time to time. The arbitration proceeding shall be conducted through a sole arbitrator appointed mutually by the Parties failing which the sole arbitrator shall be appointed in accordance with SIAC Rules as amended from time to time. The proceedings shall be conducted in English language and the venue of arbitration shall be in Delhi, India. The award rendered in any arbitration commenced herein under shall be binding on both Parties.19.12. Each Party shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Indian Prevention of Corruption Act, 1988 and Prevention of Money Laundering Act, 2002, UK Bribery Act 2010 and US Foreign Corrupt Practices Prevention Act, 1977, as may be applicable and shall also comply with other Party’s anti-corruption and anti-bribery policy as may be applicable in context of this Agreement and communicated from time to time. With regards to the aforesaid, neither Party shall engage in any activity, practice or conduct which would constitute an offence under the aforesaid laws. Breach hereof shall be deemed a material breach of this Agreement entitling the non-breaching Party to terminate the Services / Agreement immediately without prejudice to other remedies such Party may hold under law, equity or otherwise.

19.11. Neither Party shall engage in any activity, practice or conduct any business with a Sanctioned Person. Breach of this covenant shall be deemed a material breach of this Agreement entitling the non-breaching Party to terminate the Services / Agreement immediately without prejudice to other remedies such Party may hold under law, equity or otherwise.

19.12 Except as otherwise set forth herein, any amendment to or restatement of this Agreement may be adopted and be effective as an amendment or restatement hereto if approved by all Parties in writing and signed by or on behalf of each Party.

To be executed electronically over platform