KEKA ONLINE SUBSCRIPTION AGREEMENT

 

This Keka Online Subscription Agreement (hereinafter referred to as “Agreement”), effective as of the date acceptance of this agreement, is entered between the entity you represent, or, if you do not designate an entity in connection with the Subscription purchase or renewal, you individually (“Customer”, “you” or “your”) and Keka Technologies Private Ltd, a company incorporated in India under the Companies Act 1956, bearing CIN U72500TG2014PTC094953 , having its principal place of business at Plot 104 Kavuri Hills, Madhapur 500033, hereinafter referred to as “Keka”, “us”, “we” or “our” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns).

KEKA and the Customer are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

Whereas, Keka provides a subscription to it’s Service, Customer desires to subscribe to the Service, and this business relationship and the allocation of responsibilities regarding such Service are set forth in this Agreement. Therefore, the parties agree as follows:

Definitions

A. Affiliates – This refers to individuals, organizations related to the organization in context (either Keka or the Customer) by a relationship of agency, consultant, parent entity, subsidiary, sister concern (defined as an entity having the same parent entity as itself), partner, or any other strategic business relationship.

B. Authorized Party (Parties) – This refers to the person(s) authorized by the Customer to manage, oversee, administrate HR operations using Keka’s Service. Such persons’ details must be captured in Keka’s software.

C. Confidential Information – This refers to Customer Data, Customer Transaction Data, and any other information identified as Confidential and disclosed by Customer in tangible (written, reports) or intangible form (verbally or visually).

D. Customer Data – This refers to all the data uploaded by the Customer into Keka’s Service.

E. Customer Success Team – This refers to the team from Keka responsible for advising, assisting Customer’s usage of Keka’s Service and resolving any queries they may have during such usage.

F. Customer Transaction Data – This refers to the transactions conducted by the Customer using Keka’s

G. Documentation – This refers to the documentation provided by Keka for the specific purpose of learning to use Keka’s Service.

H. Intellectual Property Rights – This refers to trademarks, trade secrets, patents, copyrights on copyrightable works including code, logos, designs, ideas, content among others.

I. Malicious Code – This refers to any code that attempts to or does cause undesired effects, security breaches or damage to the system/Service,

J. Service or Keka’s Service – This refers to the software as a service (SaaS) offered by Keka to the Customer as per the Order Form and any additional support provided by the Customer Success Team at Keka.

K. SLA – This refers to the Service Level Agreement as defined in the Exhibit: Service Level Agreement

1. Customer’s Use of the Service.

1.1. Provision of the Service. Keka shall: (i) make the Service available in accordance with the Documentation and the SLA to Customer during the term pursuant to this Agreement; (ii) not use Customer Data except to provide the Service, or to prevent or address service or technical problems, in accordance with this Agreement and the Documentation, or in accordance with Customer’s instructions; and (iii) not disclose Customer Data to anyone other than Authorized Parties. In case of any deficiency, Keka will provide service credits to Customer according to the Keka SLA Service Credit Exhibit attached

1.2. Customer Obligations. Customer may enable access of the Service for use only by Authorized Parties solely for the internal business purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties. Customer is responsible for all Authorized Parties use of the Service and compliance with this Agreement. Customer and all its employees accept Keka’s Terms of Service and Privacy Policy. Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all Customer Data; and (b) prevent unauthorized access to, or use of, the Service, and notify Keka promptly of any such unauthorized access or Customer shall : (i) use the Service in violation of applicable laws; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. Customer shall designate a maximum number of named contacts as listed in the applicable Order Form to request and receive support services from Keka. Named Support Contacts must be trained on the Keka product(s) for which they initiate support requests. Customer shall be liable for the acts and omissions of all Authorized Parties and Customer Affiliates relating to this Agreement. Customer (and by extension its employees and its Affiliates) authorizes Keka and its Affiliates to handle and process Customer Data to the extent of meeting its obligations under this Agreement.

2. Proprietary Rights.

2.1. Ownership and Reservation of Rights to Keka Intellectual Property. Keka and its licensors own all right, title and interest in and to the Service, Documentation, and other Keka Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Keka reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

2.2. License Grant. Keka hereby grants Customer a non-exclusive, non-transferable, right to use the Service and Documentation, solely for the internal business purposes of Customer and Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within scope of use defined in the relevant Order

2.3. License Restrictions. Customer shall not (i) modify, copy or create any derivative works based on the Service or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Keka in the provision of the Service and Documentation, except to the extent required by Law; (iv) access the Service or Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.

2.4. Ownership of Customer Data. As between Keka and Customer, Customer owns its Customer

2.5. Customer Input. Customer Input is defined as any information customer may have provided Keka as an idea, feature request, enhancement or bug-fix on Keka product offerings to Keka. Keka shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Customer Input. Keka shall have no obligation to make Customer Input an Customer shall have no obligation to provide Customer Input.

2.6. Statistical Data Use. Keka has exclusive rights to use the statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (the “Aggregated Data”). Nothing herein shall be construed as prohibiting Keka from utilizing the Aggregated Data for purposes of operating Keka’s business, provided that Keka’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Service. In no event does the Aggregated Data include any personally identifiable information or corporate identifiable information.

3.Confidentiality.

3.1. Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party’s prior written permission.

3.2. Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

3.3. Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party’s cost, if the other party wishes to contest the

3.4 Remedies If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

3.5 Exclusions 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 other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party (v) Information that disclosing party agrees in writing to be free of such restriction. Customer Data shall not be subject to the exclusions set forth in this Section.

4. Customer Data.

4.1. Protection and Security. During the term of this Agreement, Keka shall maintain a formal security program materially in accordance with industry standards that is designed to: (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Such security program will conform to the Keka Security Policy attached hereto. Keka designs its Service to allow Customers to achieve differentiated configurations, enforce user access controls, and manage data categories that may be populated and/or made accessible on a country-by-country basis. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it. Keka shall obligate its personnel and any Affiliates entrusted with processing Customer Data to data protection, confidentiality and secrecy.

4.2 Unauthorized Disclosure. If either party believes that there has been a disclosure of Customer Data to anyone other than an Authorized Party or Keka, such party must promptly notify the other party. Additionally, each party will reasonably assist the other party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted, or the provision of credit reporting services to such individuals. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it.

4.3 Damages. Keka shall be liable for damages due to Unauthorized Disclosure or Customer Data breach only to the extent that it can be irrefutably proved to have been caused by Keka or its Affiliates due to commission or omission of acts in handling such Customer Data. Keka is not liable for any damages in case where the Customer Data breach occurred due to commission or omission of acts by the Customer, its employees, Affiliates or other individuals/entities with which it has business relationships. The maximum liability for such Customer Data breach is limited as per Section 8.1.

5. Fees

5.1. Invoices & Payment. Fees for the Service will be invoiced in accordance with the relevant Order Except as otherwise set forth in an Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within Thirty (30) days of invoice date. Except as otherwise stated in an Order Form, all fees are quoted and payable in Indian Rupees and are based on Service rights acquired and not actual usage. Customer shall provide Keka with complete and accurate billing and contact information including a valid email address for receipt of invoices. Customer will make payments via Online Bank Transfer or Bank deposit or through payment gateway URL in the invoice. Keka is not responsible and will not entertain physical collection of bank cheques or other financial payment instruments.

5.2. Non-cancelable & non-refundable. Except as specifically set forth to the contrary under Section 6.2 “Warranty Remedies”, Section 7.1 “Indemnification by Keka”, Section 9.2 “Termination”, and under the SLA, all payment obligations under any and all Order Forms are non-cancelable, and all payments made are non-refundable. The license rights for the number of Employees set forth on any respective Order Form cannot be decreased during the Term.

5.3. Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Keka’s discretion, late charges at the rate of 1.5% of the outstanding balance per month compounded monthly, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date

5.4. Non-Payment and Suspension of Service. If Customer’s account is more than Sixty (60) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, Keka reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in

5.5. Taxes. Except as otherwise stated in an Order Form, with exception of Income Tax, Keka’s fees do not include any direct or indirect local, state, central or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, excise, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its acquisitions hereunder, this Agreement, and the Service. For any tax exemptions that Customer enjoys as allowed by the prevailing local and central laws, Customer provides Keka with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer has an obligation to withhold any amounts under any law, Customer shall provide a proof of payment of such amount within 30 days from the day of such

5.6. Employee Count Verification. Keka’s Services may periodically confirm the number of Employee records on its hosted servers. Unless the applicable Order Form states a different schedule, Customer will annually report to Keka and pay subscription fees for additional Employees pursuant to the terms of the applicable Order

6. Warranties & Disclaimers

6.1. Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or personal data. Keka warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; and (ii) the functionality of the Service will not be materially decreased during the Term.

6.2. Warranty Remedies. As Customer’s exclusive remedy and Keka’s sole liability for breach of the warranty set forth in Section
6.1 (i) and (ii), (a) Keka shall correct the non-conforming Service at no additional charge to Customer, or (b) in the event Keka is unable to correct such deficiencies after good-faith efforts, Keka shall refund Customer amounts paid that are attributable to the defective Service from the date Keka received such notice. To receive warranty remedies, Customer must promptly report deficiencies in writing to Keka, but no later than thirty (30) days of the first date the deficiency is identified by Customer.

6.3. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEKA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. KEKA DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.

7. Mutual Indemnification.

7.1 Indemnification by Keka. Keka shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes a copyright, a patent issued as of the Effective Date, or a trademark of a third party; provided, however, that Customer: (a) promptly gives written notice of the Claim to Keka; (b) gives Keka sole control of the defense and settlement of the Claim (provided that Keka may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Keka, at Keka’s cost, all reasonable assistance.

Keka shall not be required to indemnify Customer in the event of: (w) modification of the Service by Customer, its Employees, or Authorized Parties in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (x) use of the Service in a manner inconsistent with the Documentation; (y) use of the Service in combination with any other product or service not provided by Keka; or (z) use of the Service in a manner not otherwise contemplated by this Agreement.

If Customer is enjoined from using the Service or Keka reasonably believes it will be enjoined, Keka shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Keka, then use of the Service may be terminated at the option of Keka and Keka’s sole obligation shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination.

7.2 Indemnification by Customer. To the extent permitted by law, Customer shall defend, indemnify and hold Keka harmless from any Claims made or brought by a third party alleging that the Customer Data infringes the rights of, or has caused harm to, a third party or violates any Law; provided, however, that Keka: (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless it unconditionally releases Keka of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable

 

8. Limitation of Liability

8.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S (OR KEKA’S THIRD PARTY LICENSORS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER IN CONSIDERATION FOR KEKA’S SERVICE DELIVERY DURING THE MONTH FROM WHICH THE CLAIM AROSE.

8.2 Exclusion of Damages. EXCEPT WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS, STATUTORY DAMAGES FOR A PARTY’S MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND/OR IN CONNECTION WITH A PARTY’S OBLIGATION TO INDEMNIFY AS SET FORTH IN SECTION 7, ABOVE, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

9. Term & Termination

9.1 Term of Agreement. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Order Form.

9.2 Either party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; (ii) immediately in the event 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. In the event the Agreement is terminated, all Order Forms are simultaneously terminated. (iii) for convenience upon sixty (60) days notice to the other party. Upon any termination by Customer pursuant to this section, Keka shall refund Customer any prepaid fees for the affected Service that were to be provided after the effective date of termination.

9.3 Effect of Termination. Upon any termination of this Agreement, Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled “Retrieval of Customer Data”) and Keka Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Keka prior to the effective date of termination and termination for any reason other than for uncured material breach by Keka shall not relieve Customer of the obligation to pay all future amounts due under all order forms. Upon termination for cause by Keka, all future amounts due under all Order Forms shall be accelerated and become due and payable

9.4 Retrieval of Customer Data. Upon request by Customer made within thirty (30) days after any expiration or termination of this Agreement, Keka will make Customer Data available to Customer through the Service on a limited basis solely for purposes of Customer retrieving Customer Data for a period of up to thirty (30) day after such request is received by Keka. After such thirty (30) day period, Keka will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data. Additionally, during the Term of the Agreement, Customers can extract data using Keka’s standard web services. If Customer requires Keka’s assistance, Customer may acquire Keka professional services at Keka’s then-current billing rates pursuant to a separately executed Statement of Work and Professional Services Agreement. Customer will determine the scope of the professional services engaged to extract data from the Keka system and as such may increase or decrease Keka’s professional services involvement in order to control costs.

9.5 Transition Period before Final Termination. Upon any termination of the Agreement, Keka shall, upon Customer’s request, continue to provide the Service to Customer (except where Keka is enjoined) pursuant to the terms of this Agreement for a transitional period of up to three (3) months (the “Transition Period”). Access to the Service during the Transition Period will be subject to the fees set out in the applicable Order Form, prorated on a monthly basis and payable in advance, based on the annual fees charged to Customer for the Service during the twelve-month period immediately preceding the termination date. During the Transition Period, Keka will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Keka Service and will be subject to a fee based on Keka’s then-current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement by Keka for breach by Customer, Keka may withhold the provision of transition Services and condition further performance upon (i) payment of undisputed fees then owed, (ii) prepayment of fees for further services, and (iii) receipt by Keka of an officer’s certificate from Customer certifying ongoing compliance with the terms of this Agreement during the Transition Period. If the Transition period is utilized, the data retrieval period in Section 9.5 begins after the end of the Transition Period.

9.6 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any termination or expiration of this Agreement: (i) subsection (i) of Section 1.1 “Provision of the Service”; (ii) Section 2.2 “License Grant”; and (iii) any Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this

10. General Provisions.

10.1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this

10.2. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) registered post. Notices to Keka shall be addressed to the attention of its Vice President, Legal. Notices to Customer shall be addressed to Customer’s signatory of this Agreement. Each party may modify its recipient of notices by providing notice pursuant to this

10.3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in

10.4. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control (including Keka’s compliance with its obligations pursuant to Section 4.1) and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Keka or Customer employees, respectively), or, where Keka is in compliance with its obligations under this Agreement, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

10.5. 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 (which consent shall not 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 in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement and all past due fees are paid in full, except that Customer shall have no right to assign this Agreement to a direct Competitor of Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.6. Governing Law. This Agreement shall be exclusively governed and construed in accordance with the laws of The courts at Hyderabad shall have exclusive jurisdiction over any of the disputes arising out of or in connection with this Agreement.

10.7. Dispute Resolution: Prior to initiation of any legal proceeding other than one for equitable relief as described in subsection

(d) below, the parties shall first attempt to resolve their dispute informally, as follows:

(a) Within ten (10) days following the written request of a party, designated individual(s) from Keka and Customer shall meet to resolve such

(b) The representatives referred to in paragraph (a) shall meet as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of formal legal proceedings. The specified format for the discussions will be left to the discretion of the designated representatives, but may include the preparation of agreed upon statements of fact or written statements of

(c) If the representatives referred to in paragraph (a) above are unable to resolve the dispute within thirty (30) days after the dispute is escalated to them, then either Party may escalate the dispute to the CEO of Keka and CEO of the customer, for their review and

(d) The provisions of this Section 10.7 shall not be construed to prevent a party from instituting, and a party is authorized to institute, judicial or other proceedings either to (i) seek injunctive relief or (ii) avoid the expiration of any applicable legal or contractual limitations

(e) Each of the parties agrees to continue performing its obligations under this Agreement and all related agreements while any dispute is being resolved except to the extent that the issue in dispute precludes performance (a dispute over payment shall not be deemed to preclude performance). Failure to pay undisputed invoices is not a dispute and Keka is entitled to exercise its contractual remedies in the event of such failures.

(f) Where parties fail to resolve this disputes as per aforesaid clauses, the dispute shall be settled through arbitration under Arbitration and Conciliation Act, 1996 (as amended from time to time). The place of arbitration shall be Hyderabad and arbitration shall be in English. The Arbitral Award shall be final and binding on both parties

10.8. Miscellaneous. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form shall take precedence over provisions of the body of this Agreement and over any other Exhibit or Attachment. This Agreement 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 signed by the party against whom the modification, amendment or waiver is to be 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. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Keka may use Customer’s name and logo in lists of customers, on marketing materials and on its website. The parties hereby consent that the mutual acceptance of this agreement shall be legally binding.

EXHIBIT: SERVICE LEVEL AGREEMENT

 Keka’s Software as a Service is based on a multi-tenanted operating model that applies common, consistent management practices for all customers using the service. This common operating model allows Keka to provide the high level of service reflected in our business agreement. This document communicates Keka’s Production Support and Service Level Availability Policy (“SLA”) with its customers. Capitalized terms, unless otherwise defined herein, shall have the same meaning as in the Keka Online Subscription Agreement.

Service Availability

Keka commits to provide 99.5% service availability during each calendar month, excluding regularly scheduled maintenance times.

Currently, planned Maintenance is two (2) hours for weekly maintenance, four (4) hours for monthly maintenance, six (6) hours for quarterly maintenance.

a) Keka’s current weekly maintenance begins at 10pm (IST) on Saturdays where there is potential for any disruption of services or on Thursday at 10:00 PM (IST) when there is no disruption of service

b) Monthly maintenance begins at 2:00 am (IST) on Saturday;

c) Quarterly maintenance begins at 6:00am (IST) on

All times are subject to change upon reasonable notice.

If actual maintenance exceeds the time allotted for Planned Maintenance, it is considered an Unplanned Outage. If actual maintenance is less than time allotted for Planned Maintenance, that time is not applied as a credit to offset any Unplanned Outage time for the month.

The measurement point for Service Availability is the availability of the Keka Production Service at the Keka production data center’s internet connection points.

Customer stake holder can email to support@keka.com to initiate a support request or a case. Each case will be assigned a unique case number. Keka will respond to each case in accordance with this SLA and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and the resolution itself. A resolution may consist of a fix, workaround, delivery of information or other commercially reasonable solution to the issue.

Customer shall reasonably self-diagnose each support issue and recommend to Keka an appropriate Severity Leve I designation. Keka shall validate Customer’s Severity Level designation or notify Customer of a proposed change in the Severity Level designation to a higher or lower level with justification for the proposal. In the event of a conflict regarding the appropriate Severity Level designation, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties’ management, during which time the parties shall continue to handle the support issue in accordance with the Keka Severity Level designation. In the rare case a conflict requires a management discussion, both parties shall be available within one hour of the escalation.

Service Credits

In the event of a failure by Keka to meet the Service Availability and Service Response minimum as set forth in this SLA, as Customer’s sole and exclusive remedy, at Customers request, Keka shall provide service credits as mentioned in the next section.

EXHIBIT: KEKA SLA SERVICE CREDIT

In the event of a failure by Keka to meet the Service Availability as set forth in the SLA, as Customer’s sole and exclusive remedy, at Customer’s request, Keka shall provide service credits in accordance with the following:

a) First month of missed Service Availability: The parties shall meet to discuss possible corrective actions

b) Second month in any rolling six (6) month period: 10% of the Subscription Fee paid for the applicable month for the affected Service

c) Third month in any rolling six (6) month period: 20% of the Subscription Fee paid for the applicable month for the affected Service

d) Fourth month in any rolling six (6) month period: 30% of the Subscription Fee paid for the applicable month for the affected Service

e) Fifth month in any rolling six (6) month period: 40% of the Subscription Fee paid for the applicable month for the affected Service

f) Sixth month in any rolling six (6) month period: 50% of the Subscription Fee paid for the applicable month for the affected Service or within thirty (30) days of such failure Customer shall have the option to terminate the entire Agreement and upon such termination Customer shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination is

g) If more than one of the above (a through f) is triggered, Customer will be eligible for the greater amount for the applicable month only. Credits shall be deducted from subsequent invoices for subscription fees or other fees or, upon expiration or termination of the Agreement, paid to Customer directly.

EXHIBIT: KEKA PRODUCTION SUPPORT POLICY

Severity Level 1:

Severity Level 2:

Severity Level 3:

Severity Level 4:

Customer Care or Operations Request (Severity Level 5):

Keka Support Scope:

 Keka will support functionality that is developed by Keka and under its direct control. For all other functionality, and/or issues or errors in the Keka Service caused by issues, errors and/or changes in Customer’s information systems and/or third party products, hardware or services, Keka may assist Customer and its third-party providers in diagnosing and resolving issues or errors but Customer acknowledges that these matters are outside of Keka’s support obligations. Service Level failures attributable to (i) Customer’s acts or omissions; and (ii) force majeure events shall be excused.