TERMS

QuickMetrix Master Subscription Agreement

THIS QUICKMETRIX MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACQUISITION AND USE OF OUR QUICKMETRIX SERVICES. ‘QUICKMETRIX’ IS A BRAND OWNED BY LIGHTHOUSE TECHNOLOGIES PRIVATE LTD.

IF YOU REGISTER FOR A FREE TRIAL FOR OUR QUICKMETRIX SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE QUICKMETRIX SERVICES.

If You have entered into or enter into a master subscription agreement (with Us for any non-QuickMetrix Services, that master subscription agreement shall not apply to the QuickMetrix Services, and QuickMetrix Services shall not be considered a service or product or part of any service or product under such master subscription agreement, unless and only to the extent otherwise expressly agreed in writing by Us.

You may not access the QuickMetrix Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the QuickMetrix Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on 3rd August 2015. It is effective between You and Us as of the date You accept this Agreement.

Table of Contents

1. DEFINITIONS
2. FREE TRIAL
3. PURCHASED QUICKMETRIX SERVICES
4. USE OF THE QUICKMETRIX SERVICES
5. INDEXED CONTENT AND INTERACTION WITH THIRD-PARTY SOCIAL PLATFORMS
6. NON-LIGHTHOUSE TECHNOLOGIES PVT. LTD. PROVIDERS
7. FEES AND PAYMENT FOR PURCHASED QUICKMETRIX SERVICES
8. PROPRIETARY RIGHTS
9. CONFIDENTIALITY
10. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
11. MUTUAL INDEMNIFICATION
12. LIMITATION OF LIABILITY
13. TERM AND TERMINATION
14. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
15. GENERAL PROVISIONS

1. DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Indexed Content” means information, including but not limited to links, posts, and excerpts, that has been obtained by Us or on Our behalf from publicly available sources, and data derived there from, including but not limited to reports, summaries, graphs and charts. An individual link, post or excerpt of Indexed Content may be referred to as a “Mention”.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“QuickMetrix Services” means the products and services offered by Us under the name “QuickMetrix,” Social Listening, Themes, or Insights, that You order under a free trial or an Order Form and We make available online via password-protected customer login, including associated offline components, as described in the User Documentation. “QuickMetrix Services” exclude Third-Party Social Platforms, Indexed Content, and Non-Lighthouse Technologies Pvt. Ltd. Applications.

“Non-Lighthouse Technologies Pvt. Ltd. Applications” means online applications and offline software products that are provided by entities or individuals other than Us and are clearly identified as such, and that interoperate with the QuickMetrix Services, and those identified as Lighthouse Technologies or by a similar designation.

“Order Form” means the documents for placing orders for QuickMetrix Services hereunder that are entered into between You and Us or any of Our Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Order Forms shall be deemed incorporated herein by reference.

“Purchased QuickMetrix Services” means QuickMetrix Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“Third-Party Social Platform” means a third-party social-media website for which You use the QuickMetrix Services or from which We receive Indexed Content for the QuickMetrix Services, such as Facebook, Twitter, LinkedIn, or YouTube. Users should agreeing to be bound by the YouTube Terms of Service and other respective social media platforms.

“User Documentation” means Our training, help, how-to and explanatory materials that assist Users in using the QuickMetrix Services, as such materials may be updated from time to time accessible via log-in to the QuickMetrix Services or otherwise as made available by Us.

“Users” means individuals who are authorized by You to use the QuickMetrix Services, for whom subscriptions to a QuickMetrix Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third parties with which You transact business.

“We,” “Us” or “Our” means the Lighthouse Technologies Pvt. Ltd. Company described in Section 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. If You are an agency purchasing QuickMetrix Services on behalf of Your clients, the terms “You” or “Your” shall include such clients, provided that You shall be responsible for such clients’ compliance with Your obligations under this Agreement, for any breach of those obligations by such clients, and for payment for QuickMetrix Service purchases on behalf of such clients.

“Your Data” means any electronic data or information submitted by You or for You to the Purchased QuickMetrix Services, or is collected and processed by You or for You, using the Purchased QuickMetrix Services, excluding Indexed Content.

2. FREE TRIAL

We may make one or more QuickMetrix Services available to You on a trial basis, including Beta Services, as described in section10.4 below, (collectively “Trial QuickMetrix Services”) free of charge until the earlier of (a) the end of the free trial period for which you registered or are registering to use the applicable Trial QuickMetrix Service or (b) the start date of any Purchased QuickMetrix Services ordered by You. Your obligations with regards to Your Data shall apply to data submitted to or collected through the Trial QuickMetrix Services, which data is not Indexed Content Additional trial terms and conditions may appear on the trial registration web page or other trial registration document entered into by You. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

IF YOU ELECT TO USE THE QUICKMETRIX SERVICES FOR THE TRIAL PERIOD AND DO NOT PURCHASE A SUBSCRIPTION BEFORE THE END OF THE TRIAL PERIOD, YOUR TRIAL SUBSCRIPTION FOR THE QUICKMETRIX SERVICES WILL EXPIRE AT THE END OF THE TRIAL PERIOD AND SHALL NOT AUTO-RENEW. ANY DATA ENTERED INTO THE TRIAL QUICKMETRIX SERVICES BY YOU OR RECEIVED BY YOU IN CONNECTION WITH YOUR USE OF THE TRIAL QUICKMETRIX SERVICES, AND ANY CUSTOMIZATIONS THAT MAY BE MADE TO THE TRIAL QUICKMETRIX SERVICES BY YOU DURING THE FREE TRIAL PERIOD, WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME QUICKMETRIX SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE TRIAL PERIOD.

NOTWITHSTANDING SECTION 10 (WARRANTIES, EXCLUSIVE REMEDIES, AND DISCLAIMERS), DURING THE FREE TRIAL THE TRIAL QUICKMETRIX SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OR SUPPORT.

You must review the User Documentation during the trial period so that You become familiar with the features and functions of the Trial QuickMetrix Services before You make Your purchase.

3. PURCHASED QUICKMETRIX SERVICES

Provision of Purchased QuickMetrix Services. We shall make the Purchased QuickMetrix Services available to You pursuant to this Agreement and the applicable Order Form(s) during each subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

Subscriptions. Unless otherwise specified in the applicable Order Form: (i) QuickMetrix Services are purchased as subscriptions and may be accessed only in accordance with the applicable Order Form(s); (ii) additional quantities may be added during the applicable subscription term at the same pricing as that for the pre- existing quantities thereunder, prorated as applicable for the remainder of the subscription term; and (iii) the added quantities shall terminate on the same date as the pre-existing subscriptions. Any User-based subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the QuickMetrix Services.

4. USE OF THE QUICKMETRIX SERVICES

Our Responsibilities. We shall: (i) provide Our basic support for the Purchased QuickMetrix Services to You at no additional charge, and/or upgraded support if purchased; and (ii) use commercially reasonable efforts to make the Purchased QuickMetrix Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice online via the QuickMetrix Services or via email and which We shall schedule to the extent practicable during the weekend hours from 10:00 p.m. Friday to 5:00 p.m. Sunday Indian Standard Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), failures, downtime or delays by an Internet service provider, hosting provider, or Third-party Social Platform, Non-Lighthouse Technologies Pvt. Ltd. Application, or denial of service attacks.

Our Protection of Your Data. We shall maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not: (a) modify Your Data; (b) disclose Your Data except as compelled by law in accordance with the “Confidentiality: Compelled Disclosure” section below or as expressly permitted in writing by You; or (c) access Your Data except to provide the QuickMetrix Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

Your Responsibilities.

You shall: (i) be responsible for Users’ compliance with this Agreement; (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquire Your Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the QuickMetrix Services, and notify Us promptly of any such unauthorized access or use; and (iv) use the QuickMetrix Services only in accordance with the User Documentation and applicable laws and government regulations.

You shall not: (i) make the QuickMetrix Services available to anyone other than Users; (ii) sell, resell, rent, or lease the QuickMetrix Services; (iii) use the QuickMetrix Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party rights; (iv) use the QuickMetrix Services to store or transmit Malicious Code; (v) interfere with or disrupt the integrity or performance of the QuickMetrix Services or third-party data contained therein; or (vi) attempt to gain unauthorized access to the QuickMetrix Services or their related systems or networks.

Additionally, You shall not:(i) use the QuickMetrix Services for the purpose of serving as a factor in establishing an individual’s eligibility for credit, employment or insurance, or for any other consumer-initiated transaction (ii) submit to the QuickMetrix Services or use the QuickMetrix Services to collect, store or process any of the following types of sensitive individually identifiable information, including, without limitation: (a) passport numbers, driver’s license numbers, PAN, or other government-issued identification numbers, (b) financial account numbers (including without limitation credit or debit card numbers, or any related security codes or passwords, bank account information, or Non-Public Information (as defined in the ‘Personally Identifiable Information’) or similar information. If the QuickMetrix Services are configured by or for You to use cookies and/or other tracking technologies for Your purposes, then You shall be solely responsible: (A) for assessing whether such technologies can be used in compliance with applicable legal requirements, and (B) for providing notice and or obtaining consent, as may be required by law, for such use of cookies and/or other tracking technologies.

Usage Limitations. QuickMetrix Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, or other usage limits. Any such limitations are specified in the User Documentation or an Order Form. The QuickMetrix Services may provide real-time information to enable You to monitor Your compliance with such limitations. If You purchase QuickMetrix Services subject to usage limits and You routinely exceed those limits, We may work with You to seek to reduce Your usage so that it conforms with such limits and if You are unable or unwilling to abide by applicable usage limits, after We have provided notice of such excess usage, We may require You to execute an Order Form for additional QuickMetrix Services and/or invoice You for Your excess usage. In such event, You hereby agree to execute such additional Order Forms and/or pay such additional invoices, as applicable.

5. INDEXED CONTENT AND INTERACTION WITH THIRD-PARTY SOCIAL PLATFORMS

Indexed Content. We do not own or control Indexed Content. Indexed Content shall not be considered Your Data or “Customer Data” under any circumstances, including pursuant to the terms of any such other agreement entered into between You and Us for non-QuickMetrix services. Indexed Content may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. We shall have no obligation to preview, verify, flag, modify, filter, store or remove any Indexed Content, even if requested to do so, although We may do so in Our sole discretion. INDEXED CONTENT IS PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. Your use of Indexed Content is at Your sole risk, and We shall not be liable to You or any third party based on Indexed Content.

Third-Party Social Platform Access and Interactions. You shall enable the QuickMetrix Services to access Your Third-Party Social Platform accounts and any websites operated by You or on Your behalf with respect to which You use the QuickMetrix Services. Subject to the terms of this Agreement, You acknowledge and agree that We may access, collect, process, and/or store information or content, regardless of whether such content is Your Data or Indexed Content, from such Third-Party Social Platform accounts and/or websites in connection with providing the QuickMetrix Services. Except for Our obligations with respect to Your Data, We shall not be responsible or liable for: (i) any content provided by You, Your Users or any third party to any Third Party Social Platform or other website, and any content accessed by You, Your Users or any third party from any Third-Party Social Media Platform or other websites; (ii) any interactions or communications between You and/or Your Users and any third parties through any Third-Party Social Platform or other websites; or (iii) any transactions relating to a separate agreement or arrangement between You or Your Users and any Third-Party Social Platform provider or website.

Termination for Unavailability of Certain Third-Party Social Platforms. If the operator of any Third-Party Social Platform ceases making its Third-Party Social Platform or its Indexed Content available for use with the QuickMetrix Services on reasonable terms, with the intent not to resume making it available for use with the QuickMetrix Services on reasonable terms, then You may notify Us of Your termination of any QuickMetrix Service subscriptions that have become substantially unusable as a result thereof. Such QuickMetrix Service subscriptions shall terminate effective 30 days after such notice unless availability of such Third-Party Social Platform or Indexed Content for use with the QuickMetrix Services has resumed during the 30-day period. In the event of any such termination, We shall refund to You any prepaid fees covering the remainder of the term of the terminated QuickMetrix Services subscriptions after the effective date of termination. Except as provided above, any unavailability of any Third-Party Social Platform or Indexed Content for use with the QuickMetrix Services shall not entitle You to any termination right, credit, refund or other compensation.

6. NON-LIGHTHOUSE TECHNOLOGIES PVT. LTD. PROVIDERS

Acquisition of Non-Lighthouse Technologies Pvt. Ltd. Products and Services. We or third parties may from time to time make available to You third-party products or services, including but not limited to Non-Lighthouse Technologies Pvt. Ltd. Applications and implementation, customization, and other consulting services. Any exchange of data between You and any non-Lighthouse Technologies Pvt. Ltd. provider, is solely between You and the applicable non-Lighthouse Technologies Pvt. Ltd. provider. We do not warrant or support non-Lighthouse Technologies Pvt. Ltd. products or services, whether or not they are designated by Us as “certified” or otherwise, except as expressly stated otherwise in an Order Form. Subject to Section 6.2 (the Integration with Non-Lighthouse Technologies Pvt. Ltd. Applications), no purchase of non-Lighthouse Technologies Pvt. Ltd. products or services is required to use the QuickMetrix Services except a supported computing device, operating system, web browser, and Internet connection.

Integration with Non-Lighthouse Technologies Pvt. Ltd. Applications. The QuickMetrix Services may contain features designed to interoperate with Non-Lighthouse Technologies Pvt. Ltd. Applications. To use such features, You may be required to obtain access to such Non-Lighthouse Technologies Pvt. Ltd. Applications from their providers. If the provider of any such Non- Lighthouse Technologies Pvt. Ltd. Application ceases to make the Non-Lighthouse Technologies Pvt. Ltd. Application available for interoperation with the corresponding QuickMetrix Service features on reasonable terms, We may cease providing such QuickMetrix Service features without entitling You to any refund, credit, or other compensation, subject to Section 5.3 (Termination for Unavailability of Certain Third-Party Social Platforms) above.

7. FEES AND PAYMENT FOR PURCHASED QUICKMETRIX SERVICES

Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term stated on the Order Form.

Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all QuickMetrix Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 13.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

Overdue Charges. If any amounts invoiced are not received by Us by the due date, then, without limiting Our rights or remedies, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, , and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 7.2 (the Invoicing and Payment).

Suspension of QuickMetrix Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 days or more overdue (or 10 days or more overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 14.2 (Manner of Giving Notice), before suspending services to You.

Payment Disputes. We shall not exercise Our rights under Section 7.3 (Overdue Charges) or 7.4 (Suspension of QuickMetrix Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to Service Tax, Value-added, sales, use or withholding taxes, assessable by any local, state, service, central or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

8. PROPRIETARY RIGHTS

8.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the QuickMetrix Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

8.2 Restrictions. You shall not: (i) in the course of using the QuickMetrix Services, access or use Third-Party Social Platforms, Your Data, or any Indexed Content in violation of applicable laws or applicable website terms of service, as applicable; (ii) display, distribute or make available the Indexed Content to any third party; provided such restriction does not apply to (a) aggregations of Indexed Content which do not reveal individual

Mentions, or (b) content retrieved directly from the content provider’s website rather than from the QuickMetrix Services; (iii) permit any third party to access the QuickMetrix Services except as permitted herein or in an Order Form; (iv) create derivative works based on the QuickMetrix Services except as permitted herein; copy, modify, or create derivative works based on Indexed Content except to create aggregations of Indexed Content which do not reveal individual Mentions; (vi) copy, frame, or mirror any part or content of the QuickMetrix Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (vii) reverse engineer the QuickMetrix Services; (viii) access the QuickMetrix Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the QuickMetrix Services.

Your Data. As between You and Us, You shall own all Your Data, including all reports, statistics, and other data to the extent generated solely from Your Data, and all intellectual property rights therein; provided, however, that during the term of this Agreement, You grant to Us a worldwide, non-exclusive, royalty-free license to aggregate or compile Your Data with other data, including the customer data of other QuickMetrix customers so long as such aggregation or compilation omits any data that would enable the identification of You, Your clients, or any individual, company or organization (“Aggregated Data”). We shall have a worldwide, perpetual, royalty-free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, You grant to Us the right to access Your Data to provide feedback to You concerning Your use of the QuickMetrix Services.

Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the QuickMetrix Services any suggestions, enhancement requests, recommendations, or other feedback provided by You, including Users, relating to the operation of the QuickMetrix Services.

9. CONFIDENTIALITY

Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the QuickMetrix Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

10. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

10.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

10.2. Our Warranties. We warrant that: (i) the Purchased QuickMetrix Services shall perform materially in accordance with the User Documentation; (iii) subject to Section 6.2 (Integration with Non-Lighthouse Technologies Pvt. Ltd. Applications), the functionality of the Purchased QuickMetrix Services will not be materially decreased during a subscription term; and (iv) We will not transmit Malicious Code to You, provided We are not in breach of this subpart (iv) if You or a User uploads a file containing Malicious Code into the Purchased QuickMetrix Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 13.3 (Termination for Cause) and Section 13.4 (Refund or Payment upon Termination) below.

Your Warranties.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING COMPLIANCE WITH LAWS OF THE LAND IN PROVIDING THE QUICKMETRIX SERVICES. THE INDEXED CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE,” WITH NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. QUICKMETRIX SERVICES PROVIDED UNDER A FREE TRIAL AT NO CHARGE ARE PROVIDED “AS IS”, EXCLUSIVE OF ANY WARRANTY OR AVAILABILITY COMMITMENT WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

Beta Services. From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers (“Beta Services”). You may accept or decline any such trial in Your sole discretion. Any Beta Services will be clearly designated as beta, pilot, limited release, developer preview, nonproduction, or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available.

11. MUTUAL INDEMNIFICATION

Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Purchased QuickMetrix Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court approved settlement of, a Claim Against You; provided that You: (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. If We receive information regarding an infringement , misappropriation or other claim We may in Our discretion, and at no cost to you (i) modify the QuickMetrix Services, so that they no longer infringe misappropriate or give rise to any other claim, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the subject QuickMetrix Services in accordance with this Agreement, (iii) terminate Your subscriptions for such QuickMetrix Services upon 30 days’ written notice and refund to You any prepaid fees covering the remainder of the term of the terminated subscriptions, or (iv) require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential infringement, misappropriation or other claim, to the extent not prohibited by law, delete from Your systems any such Indexed Content or delete or permit Us to delete from the QuickMetrix Services, any of Your Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the third party claimant. We shall have no obligation to indemnify You to the extent any Claim Against You arises from Indexed Content, a Third-Party Social Platform, Your breach of the terms of this Agreement or actions of a third party hosting provider.

Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the QuickMetrix Services, a Third- Party Social Platform, or Indexed Content in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. In the event We receive information regarding an actual or potential Claim Against Us, We may, in Our discretion, require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential Claim Against Us and, to the extent not prohibited by law, delete from Your systems any such Indexed Content or delete or permit Us to delete from the QuickMetrix Services, any of Your Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the third party claimant.

Exclusive Remedy.This Section 11 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

12. LIMITATION OF LIABILITY

Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY: THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT FOR PURCHASED QUICKMETRIX SERVICES).

Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. TERM AND TERMINATION

Term of Agreement. This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the QuickMetrix Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

Term of Purchased Subscriptions. Subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non- renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 10% of the pricing for the relevant QuickMetrix Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Return of Your Data. Upon request by You made within 30 days after the effective date of termination, We will provide You with a copy of Your Data from the Purchased QuickMetrix Services in a mutually agreed format or delete Your Data from the QuickMetrix Services except for data held for backup or archival purposes.

Surviving Provisions. Section 5.1 (Indexed Content), 5.3 (Termination for Unavailability of Certain Third- Party Social Platforms), 7 (Fees and Payment for Purchased QuickMetrix Services), 8 (Proprietary Rights), 9 (Confidentiality), 10 (Warranties, Exclusive Remedies and Disclaimer), 11 (Mutual Indemnification), 12 (Limitation of Liability), 13.4 (Refund or Payment upon Termination), 13.5 (Return of Your Data), 13.6 (Surviving Provisions), 14 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction), and 15 (General Provisions) shall survive any termination or expiration of this Agreement.

14. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

General. Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, is as given below.

You are contracting with:	Notices should be addressed to:	The governing law is:	The courts having exclusive jurisdiction are:
Lighthouse Technologies Pvt. Ltd.	B-401, Sai Sanskar, Off. Sion Trombay Road, Deonar – Mumbai-88	Maharashtra and India	Mumbai, Maharashtra

Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) except for notices of termination or an indemnifiable claim (“Legal Notices”), the first business day after sending by email. Billing-related notices to You shall be addressed to the relevant billing contact designated by You, and Legal Notices to You shall be addressed to You and be clearly identified as Legal Notices. All other notices to You shall be addressed to the relevant QuickMetrix Services system administrator designated by You.

Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

15. GENERAL PROVISIONS

Export Compliance. The QuickMetrix Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of India. Each party represents that it is not named on any Indian . government denied-party list.

Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department admin@quickmetrix.com

Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 7.2 (Invoicing and Payment).

Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Entire Agreement. This Agreement is the entire agreement between You and Us regarding your use of the QuickMetrix Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your other documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency between the provisions in the body of this Agreement and any any Order Form, the terms of such Order Form shall prevail.