MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this “Agreement”) is executed by and between

Sokrati Technologies Pvt. Ltd., a private limited company incorporated under the

provisions of the Companies Act, 1956 and having its registered office at S.No. 35/2/1/3

and 35/2/1/4, Deep Complex, 1st Floor, Pune-Bangalore Highway, Baner, Pune,

Maharasthra - 411045 (hereinafter referred as (“we”, “our”, “us” or “Sokrati”)

and

Advertiser as mentioned in respective Insertion Order (hereinafter referred as (“IO”,

“Insertion Order”)) and/or Release Order (hereinafter referred as (“RO”, “Release Order”))

executed, for itself and for the benefit of its Affiliates (hereinafter referred as “Client”,

“you” or “your”)

WHEREAS, Sokrati has represented to Client that it possesses the requisite business

acumen, technical skills, financial standing, marketing knowledge and background, know-

how and technological and infrastructural support for the provision of advisory and

services (as mentioned in Insertion Order and/or Release Order) to Client in manner such

that the advisory provided by the Sokrati can be effectively and in a commercially

reasonable manner be implemented by Client for availing the aforesaid services.

AND WHEREAS with the objective to support its business interests, Client is desirous of

availing the services of the Sokrati as detailed out in Insertion Order and/or Release Order

of this agreement.

NOW THEREFORE, Client, with the objective as mentioned hereinabove and relying on the

aforementioned representations of the Sokrati, hereby enters into this Agreement with

the Sokrati.

This Master Service Agreement (“Agreement”) describes the terms and conditions under which you may access and use Sokrati’s Services. BY CLICKING THE “I ACCEPT” BUTTON, ENTERING INTO THE INSERTION ORDER, ENTERING INTO THE RELEASE ORDER, ENTERING INTO THE ADDITIONAL SOW,

COMPLETING THE ACCOUNT CREATION PROCESS, OR USING SOKRATI’S SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (FOR INSTANCE, AS AN ADVERTISING AGENCY ON BEHALF OF A CLIENT), OR YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND ANY SUCH OTHER ENTITY, THEN THE TERMS “CLIENT,” “YOU,” OR “YOUR” WILL REFER TO SUCH ENTITY (OR, IF SUCH ENTITY IS ACTING AS AN AGENT ON BEHALF OF ANOTHER THIRD PARTY, THEN THE TERMS “CLIENT,” “YOU,” OR “YOUR” WILL REFER TO SUCH ENTITY AND THE AUTHORIZING PARTY(IES), AS APPLICABLE). SOKRATI MAY MODIFY THE AGREEMENT FROM TIME TO TIME; CONTINUED USE 30 DAYS AFTER NOTIFICATION WILL CONSTITUTE ACCEPTANCE.

1. Definitions

“Account” means a Client account for access to the platform.

"Ad" means any text, display, video or any digital advertisement that is targeted to an end user through the Service.

“Agreement” means these Terms of Service and all materials referred or linked to in here.

“Sokrati Materials” means the Platform, Technology, Documentation, visual interfaces, graphics, design, compilation, computer code, and all other elements of the Service, including related modifications and derivative works.

“Applicable Law” means any applicable federal, state or foreign laws or regulations or any industry self-regulatory rules or guidelines that relate to a party’s obligations under this Agreement.

“Campaign Data” means performance and measurement data made available through the Platform that relates to Client’s Ad campaigns launched through the Service.

“Client Content” means all logos, trademarks, images, graphics, text, and other materials included by Client in the materials / Ads provided (including but not limited to contents on Clients website, database or any data received through an access to Client’s system) to Sokrati for use with the Services.

“Documentation” means reference documents, support service guidelines, policies, or technical materials relating to the Service that are provided by Sokrati to Client.

“Feedback” means information regarding the features and performance of the Service and Materials, including (without limitation) reports of failures, errors, or other malfunctions that Client encounters through its use of the Service.

“Insertion Order” means a document executed by both parties that specifies the type of Services to be provided to Client by Sokrati for a particular campaign, the duration of the Services, a budget, fees, and other details.

“Network” means a group of publishers, Ad networks, Ad exchanges, and other Ad inventory sources that Sokrati has partnered with to provide the Services.

“Platform” or “Sokrati Platform” means any application including but not limited to Sokrati website, platform, dashboard, and tools that Client has access to through the Service in order to create, launch, monitor, pause, and stop an Ad campaign.

“Service or Services” means any Sokrati offering (including various plans and packages introduced from time to time) that Client agrees to receive, subject to this Agreement and mutually agreed upon addendums, and, in an Insertion Order.

“SDK” means Sokrati’s software development kit to support its mobile Ad Service.

“Service Data” means data (and each component of such data) that is collected by Sokrati from end users through the use of a pixel (or other script or code) installed on Client’s website, an integrated mobile SDK, or other mutually agreed upon means, including any data obtained from third parties while providing the Services.

“Fees or Subscription Fees” means the amount you pay for the Service.

Term This Agreement will be effective for the period as mentioned in the Insertion order and/or Release Order.

“Third-Party Products” means non-embedded products and professional Services that are provided by third parties which interoperate with or are used in connection with the Service under this agreement.

“Technology” means the Sokrati proprietary technology that allows Sokrati to provide the Services, including the Sokrati pixel (or other script or code), the SDK, or other mutually agreed upon means.

2. THE SOKRATI SERVICE 2.1 The Services. Sokrati Services includes various digital media marketing, social media and advertising management, ads analytics, and ads optimization. During the Term of this Agreement, Sokrati shall perform the Services and/or provide the Deliverables as set forth in Insertion Order, Release Order or any further SOW, in accordance with the specifications, terms and performance standards set forth herein and/or in the applicable Insertion Order and/or SOW.

2.2 Performance Standards. Sokrati shall perform the Services and provide the Deliverables in accordance with the metrics and other standards set forth in Insertion Order, Release Order or the applicable SOW. 2.3 Sokrati License Grant. Sokrati grants the following limited, worldwide, nonexclusive, non-transferable rights and licenses without the right of sublicense to Client during the Term: (i) for all Services, to access and use the Platform and Documentation solely for Client’s internal business purposes, and solely on Client’s own behalf, in connection with its receipt of the Services; (ii) for web related Services, to integrate the pixel (or other script or code) into Client’s website for web-related Services; (iii) for mobile related Services, to integrate the SDK (in object code form) into Client’s mobile and tablet applications for mobile-related Services, or (iv) to integrate through other mutually agreed upon means. 2.4 Client License Grant. During the Term, Client grants Sokrati a worldwide, royalty-free, transferable license to use, distribute, reproduce, adapt (with respect to sizing or as specifically requested by Client), publicly perform, publicly display, and exploit the Client Content in Ads on the Network or otherwise in connection with the Service and in promotional materials related to the Service. Client acknowledges that it is familiar with and approves of the quality of the Sokrati’s products and services, and the quality of products and services bearing Client Marks shall be of substantially similar quality. Client also grants Sokrati an access to analytical data from Client’s sites, including but not limited to, customer searches, demographic information, new category launches, etc. This information will be mainly used for providing Service to Client and Sokrati shall not use this information to (i) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (ii) sell data as-is with any third party outside of Sokrati. Sokrati may however, aggregate this data to enhance its Platform and algorithms or enhance the data so collected to provide solutions to its Clients overall. In addition to above, Client grants Sokrati an unconditional access to its logo, name & trademark purely to be used in connection with the Service and in promotional materials related to the Service. 2.5 Requirements. Client will comply with all requirements for use of the Service communicated by Sokrati to Client via Documentation, and acknowledges that absent such compliance, Sokrati may be unable to provide the Service to Client. Depending on the Services Client chooses to receive, technical requirements may include: (i) including tags, pixels, script, or code supplied by Sokrati on Client's website; (ii) installing the SDK into Client’s mobile or tablet applications; (iii) supplying appropriate Client Content necessary for Sokrati to provide the Service; and/or (iv) allowing access to data collected by Client’s mobile measurement partner. If Client fails to comply with any technical

requirements, Sokrati may be unable to provide the Service and will have no liability to Client for such failure to provide the Service. Even if Client complies with all the requirements, Sokrati reserves the sole right to deny you a Service or cancel your Account without cause or any notification to you. 2.6 Modifications to the Service. Sokrati may make changes to the Service (including discontinuation of all or part of the Service) at any time. In the event of a material change, Sokrati will provide 30 days notice to Client of such changes in accordance with this Agreement. If Client does not wish to continue to use the modified Service, Client’s sole remedy is to terminate the Agreement by providing written notice to Sokrati, subject to the termination period as mentioned on Insertion Order, Release order or an SOW executedand Sokrati will refund to Client any prepaid amounts for Services not performed as of the termination date. 2.7 Display of Ads. Sokrati has absolute discretion as to where and how often Ads will be displayed within the Network. For instance, ads may be displayed next to ads of Client’s competitors, or on websites, and mobile and tablet applications that are undesirable to Client. Sokrati will use commercially reasonable efforts not to display Ads on websites, or mobile or tablet applications that it determines to be pornographic, defamatory, obscene or illegal in nature. If Client notifies Sokrati in writing that Ads are being displayed in this manner, Sokrati will use commercially reasonable efforts to remove such Ads. Client Content must comply with the Documentation requirements of various Networks or Sokrati may be unable to provide the Service with respect to such Client Content. Sokrati reserves that right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. 2.8 Third Party Terms. Certain parts of the Service require the creation of a user account with third parties in order to provide their products or services on the Sokrati Platform. Client will review any applicable terms before participating in any part of the Service to which such terms apply. Client agrees that Sokrati may accept certain third party terms and conditions as agent on Client's behalf where necessary for Sokrati to perform Services requested by Client, for example, terms related to running campaigns on Facebook Website Custom Audiences. Links to or copies of any such terms will be provided upon request. You hereby agree to indemnify us, our affiliates, employees, officers, advertisers, and any others associated with us for any damages that may result from your use of such third party services. 2.9 Modifications to the fees. We may change / modify our Subscription Fees, plans or packages, and will provide you with thirty days’ notice to the e-mail address on file with

us when we do so. If you fail to terminate the agreement within this period, you agree that we may charge the new fees. Please ensure that you have our domain, Sokrati.com, unblocked by your spam filter so that you may receive this as well as other notifications from us.

3. AGENCY CLIENTS Agencies entering into Services on behalf of their Clients represent that they have the authority to act on behalf of such Clients with respect to all obligations and representations set forth in this Agreement. Agency accepts responsibility for the actions of its Client Accounts and liability for all expenses incurred through the provision of Services to its Clients. Agency Clients may request at any time that their Account be migrated to another agency or to direct Client Account with Sokrati.

4. Non-solicitation, non-hire of employees and Liquidated Damages.

Client agrees that during the period that this Agreement is in force, including extensions or modifications thereto, and for an additional 12 months following this period, it shall not directly or indirectly via its subsidiaries, affiliates, partner companies or any related or unrelated third parties, shall actively recruit, encourage, or solicit permanent employees or consultants of Sokrati; to work outside. If Client does so, in breach of the foregoing, hire, directly or indirectly, as a consultant or employee, in any capacity, any employee, consultant or agent of Sokrati, then the Client shall pay Sokrati, as liquidated damages, Indian Rupees Fifty Lakhs Only for every such person so hired or encouraged.

5. PAYMENT TERMS 5.1 Prepay Accounts. During the term of this Agreement, if Client wishes to use Sokrati’s credit line, Client agrees to comply with valid payment methods as described by Company i.e. either of NEFT / RTGS or Security Cheque or Post Dated cheque or Bank guarantee at all times and accordingly Sokrati shall pre-charge Client accounts for prepaid amounts. . If Client suspends, unsubscribe a campaign or cancels its Account, Client may request a refund of any remaining or unused amount after all amounts payable to Sokrati have been paid 5.2 Insertion Order Accounts. Sokrati may, in its sole discretion, allow Client to submit an Insertion Order requesting Services. Sokrati will send Client a monthly invoice via email reflecting the amount owed by Client to Sokrati. Client will pay the amount set out in each invoice, without set-off, within 10 days of its receipt of such invoice or as such

specified in the Insertion Order. Sokrati may charge interest on overdue amounts, from the due date up to the date of actual payment, whether before or after any judgment, at a monthly rate of 1.5%, or the highest rate permitted by Applicable Law, whichever is less. Client will reimburse Sokrati for expenses and recovery costs incurred in collecting any past due amounts, including reasonable attorney’s fees. Claims relating to invoices or Account charges must be raised by Client within 30 days of receipt or will be barred. 5.3 Currency and Taxes. All payments to Sokrati will be made in Indian Rupees. Unless otherwise specified in this Agreement or in an SOW, rates for the Services and Deliverables shall exclude any applicable taxes such as income, gross receipts, Service Tax, GST sales, use, ad valorem, value added, franchise, profits, withholding, excise, stamp, business, occupation, customs, duties or any similar fees. Upon request, Client will provide an appropriate exemption certificate to Sokrati, if applicable. If withholding of any tax is required in respect of any payment by Client to Sokrati hereunder, Client shall (a) withhold the appropriate amount from such payment and (b) pay such amount to the relevant authorities in accordance with the applicable laws. Sokrati agrees to complete and provide to Client within a reasonable period of time, or if required, to the applicable taxing authority, such forms, certifications or other documents as may be reasonably requested by Client in order to reduce or exempt withholding tax payments to Sokrati when and where applicable by law. 5.4 Refund policy. Our Services are intangible in nature. As such, it is physically impossible to "return" anything, and hence we cannot provide refunds for Services already rendered. Therefore, you should ensure that you have software and hardware suitable for using our Service before you engage with us. 5.5 Reimbursement of ad-spends: Client shall reimburse all ad-spends incurred by Sokrati on behalf of Client in the performance of it’s services.

6. INTELLECTUAL PROPERTY RIGHTS 6.1 Ownership. Sokrati Materials are the sole and exclusive property of Sokrati or its third party licensors and are protected by Applicable Law. Client’s rights to the Sokrati Materials are limited to those rights expressly granted in this Agreement and do not include any other licenses. 6.2 Restrictions. Client will not (i) modify the Sokrati Materials or any related proprietary notices; (ii) reverse engineer, decompile, disassemble or interfere with any Sokrati Materials (except where and to the extent such prohibition is not permitted by law); (iii) sublicense, rent, sell, or lease access to the Sokrati Materials, or use the Sokrati Materials to create any other product, service or dataset; (iv) except with respect to

campaign data, log, capture, or otherwise create any record of any data transmitted to or from the Sokrati Materials; (v) deliver any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts or agents into the Sokrati Materials; (vi) use the Platform for any purpose other than using the Service for its intended purpose, which does not include creating or supplementing user profiles with targetable interests, user movement profiles, site-specific retargeting, and product interest information outside of the Services; (vii) make or publish any representations or warranties on behalf of Sokrati concerning the Service or Sokrati Materials without Sokrati’s prior written approval. When reproducing Sokrati Materials, Client will include proprietary rights notices contained on the Sokrati Materials. 6.3 Feedback. Feedback provided to Sokrati may be used to develop and improve the Service, Sokrati Materials and new products and Services. To the maximum extent permitted by law, Client grants Sokrati a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit Feedback without restriction.

7. DATA RIGHTS, RESTRICTIONS AND PRIVACY 7.1 Service Data and Campaign Data. Sokrati is the sole owner of the Service Data and the Campaign Data and may use either for any purpose allowed by Applicable Law. Sokrati grants Client a non-exclusive, royalty-free, fully paid, transferable, worldwide right and license to use, reproduce, and disclose the Campaign Data in any manner allowed under Applicable Law. 7.2 Client Data Privacy Responsibilities. Client will comply with all Applicable Laws that relate to individual third party privacy and publicity rights, and will be solely responsible for the operation of all websites and applications owned or operated by Client when Client uses the Service. Client will include clear and conspicuous notice consistent with Applicable Law on its websites, mobile and tablet applications that (i) discloses (and, where legally required, obtains consent to) its practices with regard to cookies, targeting and online behavioral advertising, specifically addressing its data collection, use and disclosure practices (including that by visiting Client’s site third parties may place cookies on end user browsers for this purpose, the types of data that may be collected for targeted advertising, and data collected may be used by third parties to target advertising on other sites or applications based on the end users’ online activity); and (ii) informs users that they may opt-out from receiving targeted advertisements from Sokrati, by specifying the procedure or reference links which will help users in opting out from targeted advertising.

SOKRATI WILL HAVE NO LIABILITY IN CONNECTION WITH, AND CLIENT SHALL INDEMNIFY, DEFEND AND HOLD SOKRATI HARMLESS WITH RESPECT TO, CLIENT’S FAILURE TO PROVIDE NOTICES REQUIRED BY APPLICABLE LAW TO ITS END USERS REGARDING ITS PRIVACY PRACTICES OR FOR SOKRATI’S COLLECTION, USE OR DISCLOSURE OF SERVICE DATA AS CONTEMPLATED IN THIS AGREEMENT.

8. WARRANTIES 8.1 By Client. Client represents and warrants to Sokrati that: (i) it has the right to enter into this Agreement, to grant all rights granted and to perform its obligations under this Agreement; (ii) the Client Content and the Client websites, mobile or tablet applications do not include materials that are obscene, defamatory or contrary to any Applicable Law; (iii) the Client Content does not infringe in any third party IPR, Copyright or trade secret; (iv) the Client Content does not misappropriate the rights of any third party or invade the privacy or publicity of any living person; (v) the Client Content does not constitute inciting rebellion, agitation against an ethical group, child pornography crime or unlawful depiction of violence; (vi) the collection, transfer, use and disclosure of Service Data in accordance with this Agreement will not violate the rights of any third party (including any customer of Client) or any statements in its own posted privacy notice or similar privacy statement; and (v) it will comply with this agreement and all applicable laws, codes and good advertising practices. 8.2 COPPA Compliance. Client represents and warrants that it will not place Sokrati’s pixel on any website that is directed (in whole or in part) to children under the age of thirteen (13), and that it will not knowingly send to Sokrati any information derived from children under the age of thirteen. 8.3 By Sokrati. Sokrati represents and warrants that: (i) it is duly organized, validly

existing and in good standing under the laws of the jurisdiction of its incorporation; (ii)

it has the corporate power and authority to execute and deliver this Agreement and to

perform its obligations under this Agreement; (iii) its execution, delivery and

performance of this Agreement has been duly authorized by all necessary corporate

action, and this Agreement has been duly and validly executed on its behalf; and (iv) this

Agreement constitutes a valid and binding agreement of Sokrati and Client, as

applicable, enforceable against it in accordance with its terms. For any breach of this

Section 8.3, Sokrati’s sole liability and Client’s sole remedy will be re-performance of the

Service by Sokrati or Client’s termination rights under Section 11.

8.4 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 8, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) SOKRATI

EXPRESSLY DISCLAIMS AND MAKES NO ADDITIONAL REPRESENTATION, WARRANTY, CONDITION OR OTHER CONTRACTUAL TERM (COLLECTIVELY, “PROMISES”) OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND (II) THE SERVICE AND MATERIALS MADE AVAILABLE BY SOKRATI UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY PROMISE WHATSOEVER. EXCEPT WHERE AND TO THE EXTENT SUCH DISCLAIMERS ARE PROHIBITED BY LAW: (A) SOKRATI EXPRESSLY DISCLAIMS ALL IMPLIED PROMISES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, (B) SOKRATI DOES NOT PROMISE NON-INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE OR THAT THE SERVICE WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, (C) SOKRATI MAKES NO PROMISE REGARDING THE RESULTS CLIENT WILL OBTAIN THROUGH USE OF THE SERVICE, AND (D) SOKRATI DO NOT GUARANTEE OR PROMISE THAT THE SOFTWARE WILL BE ERROR FREE, THAT IT WILL ACCOMPLISH WHAT YOU DESIRE IT TO, THAT IT WILL BE SECURE, OR THAT IT WILL BE MISTAKE OR DEFECT FREE. IN ADDITION TO ABOVE CLIENT ACKNOWLEDGES THAT SOKRATI DOES NOT MANAGE OR CONTROL ANY ADVERTISING CHANNEL THAT IT INTERACTS AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR ANY ACT OR OMISSION BY THE ADVERTISING CHANNEL, INCLUDING BUT NOT LIMITED TO THE REFUSAL OF AN ADVERTISER TO ACCEPT SEARCH TERMS, KEYWORDS, ADVERTISEMENTS, THE REFUSAL TO ALLOW SOKRATI TO ACCESS ANY ADVERTISING ACCOUNT, OR ANY OTHER FAILURE OR REFUSAL OF AN ADVERTISING SERVICE TO FACILITATE OR MANAGE OR MODIFY ADVERTISING CAMPAIGN IN ANY WAY. CLIENT HEREBY WAIVE ANY AND ALL LEGAL OR EQUITABLE RIGHTS OR REMEDIES THAT THEY HAVE OR MAY HAVE AGAINST SOKRATI WITH RESPECT TO ACTS AND OMISSIONS BY ADVERTISERS AND WITH RESPECT TO USER ACCOUNT DATA TRANSMITTED THROUGH THE SOKRATI SERVICE, EXCEPT TO THE EXTENT OF SOKRATI’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

9. INDEMNIFICATION 9.1 Client indemnification. Client will defend, indemnify, and hold harmless Sokrati and its officers, directors, employees and subsidiaries from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding (i) Client’s breach of this Agreement; (ii) Client’s use of our Services; and (ii) any violation, infringement or misappropriation of any law or third-party right (including intellectual property, property, privacy or publicity rights) by Client or the Client Content. You further agree that, in the event that a third party claim is brought against us arising from or relating to your use of our Service, you have a duty to defend us against that claim, including bearing any reasonable attorney’s fees, court costs, or disbursements.

You further agree that, we may settle any or all such claims against us without defending against them in court, and that you will still have a duty to indemnify us for such settlements. 9.2 Sokrati Indemnification. Sokrati will defend, indemnify and hold harmless Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any third party claim that the Sokrati Materials infringe any copyright, trade secret, patent or trademark right of such third party. In no event will Sokrati have any liability under this Section 9.2 arising from unauthorized modifications made to the Technology. Sokrati’s indemnification obligations in this Section 9.2 will be Sokrati’s sole liability and Client’s sole remedy for any claims that the Service or Materials infringe or misappropriate any intellectual property right. 9.3 Indemnification Process. The indemnified party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the indemnified party to admit liability requires prior written consent of the indemnified party, not to be unreasonably withheld or delayed and (ii) the indemnified party may join in the defense with its own counsel at its own expense.

10. DISCLAIMER 10.1 Disclaimer of Indirect Damages. SOKRATI WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT, EVEN IF SOKRATI IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL SOKRATI’S COLLECTIVE TOTAL LIABILITY ARISING OUT THIS AGREEMENT EXCEED THE TOTAL COMMISSIONS PAID BY CLIENT TO SOKRATI UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). 10.3 Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ALLOCATES THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, IS REFLECTED IN THE PRICING OFFERED TO CLIENT, AND AS SUCH IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE PROVISIONS ARE SEVERABLE

AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. IN THE EVENT THAT ANY LIMITATION OF LIABILITY IN THIS AGREEMENT IS FOUND UNENFORCEABLE, LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 10.4 Limitations not permitted by law. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT DOES EITHER PARTY LIMIT OR EXCLUDE ITS LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (II) FOR FRAUD OR (III) FOR ANY OTHER LIABILITY THE LIMITATION OR EXCLUSION OR WHICH IS NOT PERMITTED BY APPLICABLE LAW.

11. TERM AND TERMINATION 11.1 Term and Termination. This Agreement will be effective from the date of execution of Insertion Order (“Effective Date”) and shall remain in force for a period as mentioned on Insertion Order (“Term”). Upon completion of the Term, the Parties may mutually renew this Agreement upon terms and conditions mutually decided by them. Either party may terminate this Agreement, without any penalty, for a material breach of this Agreement by the other party (“Cause”) subject to a thirty (30) day cure period upon receipt of notice of termination. Either party may terminate this Agreement, effective immediately, if the other party becomes insolvent or files or has filed against it a petition in bankruptcy. An Insertion order, Release Order or SOW may be terminated in accordance with the process set forth in the applicable Insertion order, Release order or SOW. 11.2 Post-Termination Obligations. Upon termination of this Agreement (i) Sokrati will cease providing the Service and permitting access to the Platform to Client, if any; (ii) deliver to Client, Deliverables satisfactorily completed up to the date of termination at the agreed upon fees set forth in the relevant SOW, (iii) deliver upon request any work in process, and (iv) deliver to Client (unless earlier requested) any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Work Product or Confidential Information (v) Client shall within thirty (30) days pay to Sokrati any fees that have accrued prior to the effective date of termination; and (vi) Client will remove the Sokrati pixel from its website and Sokrati will not be liable for any damages (or any benefit to Sokrati) resulting from Client’s failure to remove the pixel. Provided that Client is not in breach of the Agreement, Sokrati will refund Client for any amounts prepaid for Services that were not performed prior to termination. The following sections will survive expiration or termination of this Agreement: Sections 1, 6-10, 11.2, 12-13 and 15-16.

12. TRADEMARKS Each party retains all right, title and interest to its own logos and trademarks. The Sokrati logos and names are trademarks of Sokrati. All other trademarks and product or company names mentioned in the Service or Sokrati Materials are the property of their respective owners and may not be used without the prior written permission of the respective owner. Reference to any products or Services by name or otherwise does not imply endorsement by Sokrati. Notwithstanding the foregoing, Sokrati may use Client’s logos and name to indicate in promotional materials that Client is a Client of the Sokrati Service.

13. CONFIDENTIAL INFORMATION 13.1 Confidential Information Defined. In connection with their obligations hereunder

(including all periods prior to the Effective Date during which proposals to perform the

Services or provide the Deliverables were being made and evaluated), the parties may

disclose certain confidential and/or proprietary information and materials, including

trade secrets concerning that party’s business its products or services, customers,

business and marketing strategies, software programs, technical information, customer

information, and/or operations information and access codes and passwords for

internal systems and the data contained within those systems (“Confidential

Information”). A party who discloses its Confidential Information is referred to as

“Disclosing Party,” and the party to whom such Confidential Information is disclosed is

referred to as “Recipient.”

13.2 Disclosures. Recipient shall use any Confidential Information, only to perform its

obligations or enforce its rights under this Agreement (“Permitted Uses”). Each party

may disclose the Confidential Information to any Affiliate who needs to know such

Confidential Information for the Permitted Uses. . Each party will ensure that each

employee or Affiliate having access to the Confidential Information shall comply with

the provisions of this section. Each party may disclose Confidential Information to the

extent required by law or court order, but must give the other party reasonable prior

notice to permit the it a reasonable opportunity to obtain a protective order.

13.3 Protection of Confidential Information. Each party shall protect the confidentiality

of the Confidential Information using at least the same level of care (but no less than

reasonable care) that it uses to protect and maintain the confidentiality of its own

Confidential Information.

13.4 Excluded Information. the obligations set forth herein shall not apply to

information and materials that is: (i) in the public domain or generally known when

received, or thereafter becomes publicly available through no fault of the party; (ii)

already rightfully in the party’s possession or rightfully received by the party without a

nondisclosure obligation; (iii) independently developed by the party; or (iv) disclosed to

party by a third party who is under no legal or contractual obligation not to disclose

same to party.

13.5 Return of Confidential Information. The Receiving Party shall return or destroy

the Confidential Information to the Disclosing Party as soon as possible after completion

of the Services or early termination or other circumstances for which such Confidential

Information was disclosed.

14. ASSIGNMENT You may assign this Agreement upon thirty (30) days written notice to Sokrati in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void. Sokrati retains the right to assign this Agreement and delegate any or all of its obligations hereunder. This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

15. RESOLVING DISPUTES – FORUM, ARBITRATION GOVERNING LAW

15.1 Please contact us first! We want to address your concerns without resorting to formal legal proceedings. Before filing a claim, you agree to try to resolve the dispute informally by contacting us first through legal-finance@Sokrati.com. 15.2 Judicial forum for disputes. You and Sokrati agree that any judicial proceeding to resolve claims relating to this Agreement or the Services will be brought in the courts of Pune, India, subject to the mandatory arbitration provisions below. You and Sokrati consent to venue and personal jurisdiction in such courts. 15.3 Arbitration. We Both Agree To Arbitrate. You and Sokrati agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration. Arbitration Procedures. The Indian Council of Arbitration (ICA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures

for Consumer Related Disputes. The arbitration will be held in the location we both agree to. Arbitration Fees and Incentives. The ICA rules will govern payment of all arbitration fees. Each party shall pay their share of arbitration fees. Sokrati will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by sending an email within 30 days of first accepting this Agreement to legal-finance@Sokrati.com clearly stating that you wish to opt out of arbitration with Sokrati and include your first and last name, the company for which the Account was created, and the email address associated with the Account. 15.4 Controlling Law. This Agreement is governed by the law of the state of India except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.

16. MISCELLANEOUS 16.1 Amendments. This Agreement may be amended only by a written agreement agreed to by an authorized representative of each party.. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the authorized representative of the party to be charged. 16.2 Independent Parties. Sokrati is an independent contractor and not an agent of Client in the performance of this Agreement. This Agreement is not be interpreted as evidence of an association, joint venture, partnership, employer – employee relationship or franchise between the parties. Nothing in this Agreement will be deemed to confer any third-party rights or benefits; there are no third party beneficiaries (except the indemnities referenced in Section 9). 16.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same agreement. Any copy of this Agreement made by reliable means (for example, facsimile) shall be considered an original. 16.4 Entire Agreement and Modification. This Agreement together with all the Insertion orders and/or Release Order and/or SOW executed and all Annexure attached hereto constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements

concerning such subject matter. The terms of this Agreement will govern all Services undertaken by Sokrati for Client; any terms related to indemnity, representations or warranties, limitation of liability, waiver, governing law, ownership, termination and confidentiality (“Legal Provisions”) contained in any SOW which are inconsistent with this Agreement are invalid regardless of whether such SOW attempts to override these provisions. However, to the extent that a provision of an SOW expressly references a provision of this Agreement, other than any Legal Provision and expressly states the intent to override that provision, such SOW will control solely with respect to the Services and/or Deliverables to be provided thereunder. During the Term, Sokrati and Client may agree upon additional services to be performed and/or Deliverables to be provided by Sokrati under a new SOW and/or may agree to modify the Services and/or Deliverables under an existing SOW. Any such modifications shall be set forth in a change order or in accordance with change procedures set forth in the applicable SOW (“Change Order”). No amendments, modifications or changes to this Agreement shall be made pursuant to a SOW or Change Order and any language on a SOW or Change Order that purports to amend, modify or change, or that otherwise conflicts with or adds to this Agreement shall be void and of no force and effect. Any additional services, deliverables or modifications set forth in a SOW or Change Order shall be deemed to be Services and/or Deliverables for the purposes of this Agreement. 16.5 Force Majeure. Sokrati will not be responsible to you for anything that Sokrati may otherwise be responsible for, including any liability otherwise established by this Agreement, if it is the result of event beyond Sokrati’s reasonable control, including, but not limited to, acts of God, war, zombie attacks, insurrection, riots, terrorism, crime, labor shortage (including lawful and unlawful strikes), communication disruption, failure or shortage of infrastructure, shortage of materials, errors by banks or credit card companies, postal or courier disruption, or any other event beyond Sokrati’s control. In case of extreme scenarios Client and Sokrati will discuss in good faith to mitigate the risks. Written notice of such delay (including the anticipated duration of delay and the time in which the delay will be cured) must be given to the other Party as soon as possible. 16.6 Use of Third Parties. Subject to Section 13 Sokrati may use third parties to perform its duties under this Agreement, including to serve advertisements on its behalf. Sokrati takes no responsibility for third party content including, without limitation, any viruses or other disabling features, nor does Sokrati have any obligation to monitor such third party content. 16.7 Severability. If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which

will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible. 16.8 Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. 16.9 Survival of Terms: Any terms of this Agreement, which by their nature extend beyond this Agreement’s expiration or termination, as the case may be, will remain in full effect until fulfilled. 16.10 Reimbursement of Travel & living expenses. Client shall reimburse all travel and living expenses incurred by Sokrati in the performance of it’s Services. Client shall share it’s travel & accommodation guidelines to Sokrati in advance and Sokrati shall adhere to all such guidelines while incurring any expenses on behalf of Client. Client shall not be responsible for any expenses that do not adhere to Client guidelines or policies. 16.11 Publicity. Sokrati shall not quote Client, make any press announcements regarding this Agreement or publicize this Agreement or the nature of the Services or Deliverables in any way, except with the prior written consent of Client. 16.12 Governing Law. This Agreement shall be governed and interpreted exclusively in accordance with the laws of India. Any action brought hereunder shall be brought exclusively before the courts in Pune, India and both parties hereby consent to the jurisdiction of such courts and to such venue, which both agree is convenient. 16.13 Notice. Any notices, requests or other communications required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgement of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses as set forth above or in Insertion Order or such other address as either party may specify in writing by notice as provided by this section. 16.11 The expiration or termination of this Agreement or Insertion Order or SOW shall not operate to waive, release or otherwise relieve any Party of any liability that has accrued prior to such termination or expiration.

16.14 The expressions “it” and “they” are used as interchangeable and should be interpreted with reference to the context. 16.15 The clause headings to this Agreement are mentioned only for sake of convenience and do not have bearing on the interpretation of the terms of any clause of this Agreement.