ADSS Software License Agreement

This Software License Agreement (“Agreement”) is entered into this [·], 2020 (the “Effective Date”) by and between Abjayon Inc., (“Abjayon” or “Licensor”) a California corporation with principal offices at 42808 Christy Street #228, Fremont CA 94538 and [·]., a [·] corporation with principal offices at [·] (“Customer” or “Licensee”). Abjayon and Customer are sometimes collectively referred to herein as the “parties.”

WHEREAS

1. Abjayon owns the Abjayon Digital Self Service software more particularly described in Exhibit 1;

1. Customer is desirous of licensing the Software from Abjayon; and

1. Abjayon is willing to grant Customer such a license in consideration for the payments and the upon the terms and conditions set forth below.

NOW, THEREFORE, the parties agree as follows:

1. Definitions

• “Administrator” means an employee, representative, agent and/or consultant (by whatever name called) of the Customer who is expressly authorized by the Customer to exercise administrative privileges and operate the Software on behalf of the Customer.

• “Affiliate” means any entity that controls, is controlled by or in under common control with a Party (as applicable). As used in this definition, “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified entity, whether through ownership of voting securities, by contract or otherwise.

• “Applicable Law” means all laws, data protection regulations, codes, acts, treaties, ordinances, orders, judgements, writs, decrees, injunctions, rules, regulations, deed, and other land restrictions, governmental approvals, licenses, permits, directives, and requirements, of all Governmental Authorities, in effect at any time or from time to time and, in each case, applicable to or binding upon the person, or the performance of the Software and all codes, standards, or requirements necessary for operation of the Software in accordance with industry practices prevailing at the time and place where the Software is installed and/or utilized.

• “Authorized User” means an end user of the Customer that has an account registered with Customer and has been given access by Customer to use the Software.

• “Customer Data” shall include Data collected, used, processed, stored, or generated by the Customer as the result of the use of the Software, including any personal identifiable information (“PII”) and any information related to payment processing, such as credit card numbers and bank account numbers.

• “Documentation” means the Software’s standard user manuals and any other accompanying documents related to the Software delivered to Customer along with the Software (if any).

• “Feedback” refers to any suggestion or idea for modifying any of Abjayon’s products or services, including all intellectual property rights therein.

• “Governmental Authority” means any legislature, court, tribunal, arbitrator, or arbitral body, authority, agency, commission, division, board, bureau, branch, official, or other instrumentality of the country, state, province, county or other geographical limit or subdivision (by whatever name called).

• “License Purpose” means the purpose for which the license to the Software herein is granted by the Licensor to the Customer as more particularly detailed in Exhibit 1.

• “Major Release” means a new version of Software that includes changes to the architecture and/or adds new features and functionality in addition to the original functional characteristics of the preceding software release. These releases are usually identified by full integer changes in the numbering, such as from “7.0” to “8.0,” but may be identified by the industry as a major release without the accompanying integer change.

• “Software” shall mean the Abjayon Digital Self Service Platform version [] more specifically defined in Exhibit 1 and supplied in accordance with the specifications mentioned in Exhibit 3 hereto along with the Documentation.

• “Abjayon Support Plan” means Abjayon’s standard Software support plan provided herein at Exhibit 5.

• “Third Party Services” means any and all third-party hardware, software or other accessories that may be necessary or appropriate in connection with the Customer’s use and operation of the Software.

• “Updates” shall mean means any and all improvements in the Software, DATs, signature sets, policy updates, database updates for the Software that are generally made available to Customers as a part of Abjayon Support Plan. Updates are not separately priced or marketed by Abjayon and form part of the Software Support offered by Abjayon.

2. Grant of License

• Upon execution by the Parties of this Agreement and subject to payment by Customer of the license fees set forth in Exhibit 2 and compliance with the terms and conditions set forth in this Agreement, Licensor grants, and Customer accepts, a limited, non-transferable, non-exclusive license, without the right to sublicense, to install, store and use one copy of the Software, subject to all the terms and conditions of this Agreement. This is a license agreement and not an agreement for sale, and therefore the Software is being licensed and not sold or transferred in any capacity to the Customer. The Software shall be installed at the facility identified on Exhibit 2 and on a system that meets the requirements set forth on Exhibit 3. The Software is licensed for use solely for License Purpose. Any usage of the Software shall be made only on equipment owned or controlled by Customer and operated by Administrators only. No rights to sublicense or market the Software are granted. All rights not specifically granted to Customer by this License shall remain with the Licensor.

• The Customer agrees that the Software is provided for the sole use of the Customer and may not be used by any affiliates, associate companies, parents, subsidiaries or other related entities of the Customer for any purpose whatsoever. Customer acknowledges and agrees that Customer is responsible for compliance of this Agreement by all Administrators and Authorized Users and Customer shall be responsible for any breach of this Agreement by an Authorized User or any Administrator.

• Title to and ownership of the Software and all applicable proprietary rights, including but not limited to, rights in patents, copyrights , author’s rights, trademarks, trade names, graphic design and design elements, order of operations, algorithms, data structure, organizational features, know-how and identified trade secrets in the Software if any, shall remain at all times with Licensor or its applicable licensors and suppliers.

• Customer understands that the Software is not sold, transferred, or assigned to it by the Licensor in any manner. Other than the license granted herein, Abjayon owns and/or retains all rights, titles, and ownership in the Software.

3. Use of Software

• Customer undertakes that it will use the Software and any data generated from the Software for the License Purpose only and not for personal, family or household purposes. Customer shall install the Software only at the location agreed between Customer and Licensor or any other location that has been consented to by the Licensor.

• The Software is made available to the Customer on the technical specifications set out in Exhibit 3. Software may require Customer to use and install certain Third-Party Services as identified in Exhibit 3, and Customer shall procure and install such Third-Party Services at its sole risk and cost unless otherwise agreed between the Customer and the Licensor.

• The Software is provided to the Customer in respect of such number of Authorized Users as set out in Exhibit 2. In the event the Customer requires access and usage of the Software by more End Users, Licensor may provide such rights at additional costs and subject to execution of an addendum to this Agreement. Customer shall ensure that the Authorized Users are subject to a legally binding agreement which substantially provide the same protections to Abjayon as contemplated by this Agreement. A form of the Authorized User agreement is set out in Exhibit 4

• Licensee shall not, and shall not permit any other person to, access or use the Software except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not:

1. modify or create derivative works or improvements of the Software;

1. copy the Software, unless for archival or backup purposes only; in such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;

1. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, SaaS, cloud or other technology or service other than for the purposes specifically contemplated herein;

1. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;

1. bypass or breach any security device or protection used by the Software or access or use the Software other than by an Authorized User through the use of such Authorized User’s own then valid access credentials;

1. input, upload, transmit or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;

1. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Software, or Abjayon’s provision of services to any third party, in whole or in part;
2. remove, delete, alter or obscure any trademarks, documentation, specification, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Software or Abjayon’s Confidential Information, including any copy thereof;

1. access or use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Abjayon customer), or that violates any applicable law;

1. access or use the Software for purposes of competitive analysis of the Software, the development, provision or use of a competing software service or product or any other purpose that is to Abjayon’s detriment or commercial disadvantage; or

1. otherwise access or use the Software or Abjayon’s Confidential Information beyond the scope of the authorization granted under this Agreement.

4. No Installation or Implementation

Licensor is not obligated to perform any pre-verification of the environment where the Customer intends to install the Software. Customer shall solely be responsible to access, download and install the Software in accordance with the installation guide of the Software. Licensor is not responsible or liable for any erroneous installation of the Software by the Customer. In the event that the Customer requires any assistance from Abjayon in relation to installation or implementation of the Software, such services shall be offered to the Customer as a distinct service at such additional costs and such rates and terms and conditions as communicated by Abjayon to the Customer.

5. Support

• Subject to purchase of Abjayon Support Plan by the Customer, the Licensor shall provide the Customer with support for the maintenance and upkeep of the Software in terms of the provisions set out in Exhibit 5.

• Provider retains the right to update the Software to address any security updates, bug fixes, or responsiveness matters quarterly or as is required pursuant to this Section 5. Licensor shall furnish Customer with all new Updates to the Software so long as Customer remains on the Abjayon Support Plan and all Software Support Fees as mentioned in Exhibit 2 are paid up to date.

• Not more than once in a calendar year and subject to Abjayon making a Major Release available to the Customer, the Customer shall be entitled, at its sole risk and cost, to upgrade its current version of the Software. Abjayon shall not be liable for any impact the upgrade may have on the system or environment of the Customer. In the event that the Customer is desirous of upgrading its version, Customer shall so notify Abjayon in writing. Any version upgrades shall be subject to such costs and terms and conditions as may then be communicated by Abjayon to the Customer. Customer agrees that the any version of the Software shall be valid for a period of 5 (five) years from the date of installation by the Customer and Licensor shall provide support (subject to payment by the Customer) for such period only. On or prior to completion of such period, the Customer shall be obligated and liable to Upgrade the Software to the latest version of the Software then available. Customer agrees that Abjayon shall not be liable for any malfunctioning of the Software in any manner whatsoever in the event that the Customer fails to upgrade the Software to the latest version upon or after completion of such 5 (five) year period.

• Customer shall be entitled to support for the Software for the period mentioned in Exhibit 2. In the event that the Customer is desirous of extending purchasing the Abjayon Support Plan beyond such period, Customer shall notify such requirement in writing to Abjayon. Licensor will issue a quote for extension of the Abjayon Support Plan for such additional period as may be required by the Customer within 30 (thirty) days of receipt of notice from the Customer. If the quote is acceptable to the Customer, it shall notify its acceptance to Abjayon in writing and make requisite payment for the Abjayon Support Plan within 7 (seven) days of its acceptance. Abjayon shall not be liable to extend any support for any period during which the Customer is not covered by the Abjayon Support Plan including the period of negotiations between the Customer and Abjayon. Licensor shall have the sole right and discretion to revise fees for the Abjayon Support Plan after completion of the initial support term mentioned in Exhibit 2.

• Customer shall at its own expense obtain any Third-Party Services required to run an upgrade, Major Release or Updates. Parties agree that Licensor shall not be liable to provide any support for Third Party Services utilized in connection with implementation and operation of the Software. Customer shall be liable to obtain support for such Third-Party Services directly from the parties provisioning the Third-Party Services to the Customer.

• All Updates, Major Releases and other upgrades made to the Software pursuant to this Section shall constitute an element of the Software and will be subject to the terms of this Agreement, save for as may be expressly varied in writing by the Parties.

• The support service levels for the Software shall be in accordance with the Abjayon Support Plan. However this commitment shall not apply to any unavailability, suspension or termination of Software, or any other Software performance issues: (i) caused by factors outside of Abjayon’s reasonable control, including any force majeure event or internet access or related problems beyond the demarcation point of Abjayon; (ii) that result from any actions or inactions of Customer or any third party; (iii) that result from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (iv) that result from any maintenance as provided for pursuant to this Agreement; or (v) arising from Abjayon’s suspension and termination of Customer’s right to use Software in accordance with this Agreement (collectively, the “Abjayon SLA Exclusions”).

6. Fees, Payments and Audits

• Customer shall pay Abjayon a one-time licensing fee for the Software at such rates and prices as may be communicated by Abjayon to the Customer (“Initial License Fee”) and recorded in Exhibit 2 The Initial License Fee shall be due and payable by the Customer immediately upon signing of this Agreement.

• As indicated in Section 3.3. above, this Initial Licensing Fee is for such number of Authorized Users as mentioned in Exhibit 2 In the event that the Customer desires to onboard additional Authorized Users, Customer shall communicate the requirement to Abjayon and Abjayon shall render the Customer a quote for the additional Authorized User access to the Software (“Additional User License Fee”). Customer shall be entitled to onboard the additional Authorized Users only after payment of the Additional User License Fee. Following the signing of this Agreement by both parties, Licensee shall prepare a statement in respect of each calendar quarter or part thereof, detailing the number of Authorized Users onboarded and using the Software. Such a statement shall be submitted to Licensor within 30 (thirty) days of the end of such calendar quarter or part thereof to which it relates.

• All fees and payments payable under this Agreement (save for the Initial License Fee) shall be due and payable within 7 (seven) days of the invoice date. All fee due under this Agreement are non-cancelable and sums paid non-refundable. Licensor shall be entitled to increase any fees payable by the Customer by giving 30 (thirty) days’ notice of such increase to the Customer. Any fees or charges not paid in full when due shall bear daily interest at the rate lesser of one and a half percent (1.5%) per month or the maximum rate allowed by Applicable Law.

• Licensor may also request, and Customer must provide within thirty (30) days from the request date, a Software-facilitated system-generated report (“System Report”) verifying Customer’s Software deployment. Customer acknowledges that the System Report is based on technological features of the Software that provide Software deployment verification. If the Software does not contain technological features that provide Software deployment verification, Customer will prepare and provide to Licensor an accurate Software deployment verification report for the Software within thirty (30) days from Licensor’s request. Licensor will request the System Report (or Customer’s prepared Software deployment verification report) no more than thrice per year and will not unreasonably interfere with the conduct of Customer’s business. If a System Report or Customer’s prepared Software deployment verification report identifies that Customer is out of compliance with the license terms of this Agreement, Customer will be required to purchase the additional licenses and pay any reinstatement fees associated with the licenses and Support. Abjayon may also charge an out-of-compliance fee.

• All fees and other amounts payable by Licensee under this Agreement are exclusive of sales, use, value added, duties, excise or other taxes and similar assessments. Licensee is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes levied or imposed on Abjayon’s If Abjayon is obligated to collect any such taxes from the Customer, then appropriate amount will be added to Customer’s invoice and such taxes shall be timely paid by the Customer. Customer shall also pay any interest or penalties assessed on such taxes and agrees to hold Licensor harmless from all claims and liability arising from Customer’s failure to report or pay any such taxes.

7. Term and Termination

• This Agreement shall become effective on and from the Effective Date and shall and will continue thereafter pursuant to the terms hereof unless otherwise terminated or canceled as provided herein.

• Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee: (A) fails to pay any amounts (such as Initial License Fee, Additional User License Fee, or Software Support fee) when due hereunder, and such failure continues more than 30 days after Licensor’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 3 or 13;

• Additionally, Licensor will be entitled to notify Licensee of immediate termination of this Agreement upon the occurrence of any of the following events: (i) all or a substantial part of the assets of Licensee are being sold or otherwise transferred to any person; (ii) Licensee is being merged or consolidated with any other person; (iii) a receiver, trustee, or liquidator of Licensee is appointed for any of its properties or assets; (iv) Licensee admits in writing its inability to pay its debts as they mature; (v) Licensee makes a general assignment for the benefit of creditors; (vi) Licensee is adjudicated as bankrupt or insolvent; (vii) a petition for the reorganization of Licensee or an arrangement with its creditors, or readjustment of its debts, or its dissolution or liquidation is filed under Applicable Law; or (viii) Licensee becomes subject to the control of any competitive firm or company (ix) Licensee breaches this Agreement or fails to perform any of its obligations hereunder which breach, by its nature, cannot be cured. It shall be the duty of Licensee to notify Licensor promptly of the occurrence of any of the events set forth above.

• Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.

• Following any termination or cancellation of this Agreement or the licenses granted herein: (i) subject to the provisions specified hereinbelow, immediately upon Licensor’s request, Licensee will either destroy or send to Licensor (at Licensee’s expense) all copies of the Software in the Licensee’s possession; (ii) Licensee’s shall cease to use the Software for any and all purposes and shall ensure that all usage of the Software by Licensee’s Administrators and Authorized Users.

• The terms of this Agreement shall continue to apply upon the Licensee if it continues to use the Software beyond the effective date of termination of this Agreement, as if the Agreement was never terminated. However, Licensor shall be under no obligation to provide any Software Support to the Licensee in respect of the Software.

• Expiration or termination of this Agreement will not affect the Licensee’s obligation to pay all fees that may have become due before such expiration or termination, nor will entitle the Licensee to any refund. All such fees and consideration payable to the Licensor by the Licensee shall become immediately due and payable.

• Sections 8, 9, 10, 11, 12, 13 and 14 shall survive the expiration and termination of this Agreement for any reason. Provisions of the Sections which, by their nature, must remain in effect beyond the termination of this Agreement shall also survive. Payments which accrue or are due before termination of this Agreement shall survive the expiration or termination of this Agreement.

8. Intellectual Property Rights

• Licensor (or its licensors or suppliers) retains all right, title, and interest in and to the Software, including but not limited to, any Updates, Major Releases, upgrades, as well as any related Documentation, methodologies, techniques, processes, and instruction developed by Licensor and used in the performance of this Agreement (collectively “Provider IP”) for Customer.

• Nothing in this Agreement shall be construed to grant Customer any ownership rights, title, or interest in the Provider IP except to the extent of license to the Software contemplated under Section 2. Customer recognizes that the Software and its components are protected by copyright and other Applicable Laws. Customer shall not (and shall not allow or cause any third party to) reverse engineer, disassemble, alter, or otherwise translate the Software or Updates or use, copy or disclose the Software for any purpose not specifically authorized by this Agreement.

• This Agreement is not an agreement of sale, and does not transfer any title, intellectual property rights or ownership rights to any Abjayon proprietary materials and information to Customer. Customer acknowledges and agrees that the Abjayon proprietary information and material and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into the Abjayon proprietary materials and information, all future Updates, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Abjayon proprietary materials and information, as applicable, all Derivative Works based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of Abjayon, having great commercial value to Abjayon.

• Customer hereby grants Licensor a perpetual, irrevocable, unrestricted, worldwide license to use any Feedback (as defined below) Customer communicates to Licensor during the Term, without compensation or any obligation to report on such use, and without any other restriction. Such rights shall include, without limitation, the right to exploit Feedback in any way and the right to grant sublicenses. Feedback will not be considered Customer’s Confidential Information.

• Customer has selected the Software and assumes full responsibility for the use of the Software in its and its customers’ business, all data entered, stored or transmitted by means of the Software, and the use of such data, including the results obtained therefrom. Customer is responsible for arranging adequate backup and security procedures concerning access to computers utilizing the Software and the integrity of all programs, data and information stored thereon, including all necessary security to prevent a third parry from accessing, without authority, the confidential or proprietary information of User.

• Customer recognizes and acknowledges that any use or disclosure of the Software in a manner inconsistent with the provisions of this Agreement may cause Abjayon irreparable damage for which other remedies may be inadequate. As such, Customer agrees that Abjayon may at its sole discretion request a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure.

9. Data Privacy and Security

• Customer Data is and shall remain the sole and exclusive property of Customer and all right, title, interest in the same is reserved to Customer. For all purposes of this Agreement, Customer shall be responsible for determining the manner in which any type of Customer Data will be collected, stored, and processed and for determining the purpose for processing the information.

• Customer hereby grants Licensor a limited right to access, process, collect, store, generate, display, and use Customer

Data for the sole purpose of providing the Software to Customer. Licensor shall keep and maintain Customer Data in strict confidence and shall not allow any third parties to use, disclose, or access Customer Data without Customer’s prior written consent.

• Notwithstanding the foregoing, Licensor may disclose Customer Data as required by Applicable Law or by proper legal or governmental authority. Licensor shall give Customer notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise contest such required disclosure, at customer’s expense.

• The Parties shall each be responsible for establishing and maintaining its own data privacy and information security policies, including physical, technical, administrative, and organizational safeguards to ensure the security and confidentiality of Customer Data; protect against any anticipated threats or hazards to the security of Customer data, protect against unauthorized disclosure, access to, or use of Customer Data, ensure the proper disposal of Customer Data, and ensure that all Administrators, if any, comply with the above. Abjayon’s data privacy policy can be found at: [*]

10. Warranties[1]

• Licensor warrants that for a period of [*] ([*]) days after receipt by Licensee of the Software (the “Warranty Period”) the media on which the Software is delivered shall be free of defects in material and workmanship. As Licensee’s sole and exclusive remedy for any breach of such warranty, Licensor shall replace any such defective media promptly following receipt of written notice from Licensee of such defects during the Warranty Period. THE SOFTWARE IS PROVIDED “AS IS”. EXCEPT FOR THE LIMITED WARRANTY, TO THE FULLEST EXTENT PERMITTED BY LAW ABJAYON MAKES NO WARRANTIES, TERMS OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SATISFACTORY QUALITY ARE EXPRESSLY EXCLUDED. ABJAYON MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL- SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS; OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS. Licensor does not provide any warranties in respect of any third-party software used for the operation of the Software. Licensor does not warrant that the Software will perform without error or that it will run without immaterial interruption. Licensor provides no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Software made by anyone other than Licensor, unless Licensor approves such modification in writing; or (b) use of the Software in combination with any operating system not authorized or specifically forbidden by the Licensor.

• Licensor represents and warrants that it owns (or has all the rights in respect of) the Software, and/or has the power and authority to grant the rights in this Agreement without the further consent of any third party (save for any specific Third Party Services mentioned herein which shall be procured by the Customer). In the event of a breach of the warranty in this Section, Licensor, will promptly take the following actions: (i) secure for Customer the right to continue using the Software; (ii) replace or modify the Software to make it non-infringing, provided such modification or replacement will not materially degrade any functionality agreed upon between the Parties; or (iii) refund prorated License Fee paid for the Software for every month remaining in the Term, following the date after which Customer is required to cease use of the Software. In conjunction with Customer’s right to terminate for breach where applicable and the provisions of Section 9.1 below (Indemnified Claims), the preceding sentence states Licensor’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section and for potential or actual infringement by the Software.

• Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required hereunder.

• Each party will comply with the Applicable Laws with respect to its rights and obligations under this Agreement, including applicable privacy and export control laws and regulations, the U.S. Foreign Corrupt Practices Act, and other applicable anti-corruption laws and anti-money laundering laws.

11. Indemnification

• Licensor shall defend and indemnify Customer against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the Software. Licensor’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Software made without Licensor’s written consent; (c) Customer’s failure to incorporate Updates that would have avoided the alleged infringement, provided Licensor offered such Updates without charges not otherwise required pursuant to this Agreement; (d) Licensor’s modification of Software in compliance with Customer’s specifications; (e) unauthorized use of the software by third parties; or (f) use of the Software with hardware or software not provided by or approved of by Licensor.

• Customer will unconditionally indemnify and defend Abjayon, its affiliates, and their officers, directors, employees, contractors and agents (each an “Abjayon Indemnified Party”) against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that an Abjayon Indemnified Party incurs as a result of or in connection with: (a) any third-party claims arising from: (i) Customer’s failure to obtain any consent, authorization or license required for Abjayon’s use of data, software, materials, systems, networks or other technology provided by Customer under this Agreement; (ii) Customer’s use of the Software in a manner not expressly permitted by this Agreement; (iii) Abjayon’s compliance with any technology, designs, instructions or requirements provided by Customer or a third party on Customer’s behalf; (iv) any claims, costs, damages and liabilities whatsoever asserted by any Authorized User not pertaining to any breach or default of Abjayon; or (v) any violation by Customer of Applicable Laws; and (b) any reasonable costs and attorneys’ fees required for Abjayon to respond to a subpoena, court order or other official government inquiry regarding Customer’s use of the Software.

12. Limitation of Liability

EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS UNDER OR RELATED TO THE SUBJECT-MATTER OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS PAID OR PAYABLE BY CUSTOMER TO ABJAYON UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE OR OTHERWISE. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

13. Confidentiality

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

14. Miscellaneous

• Governing Law and Dispute Resolution Mechanism:

• Governing Law and Jurisdiction: This Agreement and all matters and disputes relating to it shall be governed by and construed in accordance with the laws of United States of America and excluding any conflict or rules be subject to the exclusive jurisdiction of the courts of San Francisco, California.

• Continuity of Obligations: During the pendency of any dispute, the parties shall continue to perform their respective obligations under this Agreement.

• JURY TRIAL WAIVER: EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LICENSES GRANTED HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

• Relationship of Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

• Use of logo: Neither Party shall be entitled to use the name and logo of the other Party for the purpose of business promotion and development, whether in sales or marketing documents, presentations and other materials or otherwise, without the prior written consent of such other Party however, that Abjayon may, without Customer’s consent, include Customer’s name and logo in Abjayon’s promotional and marketing materials.

• Notices: Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or email. All notices hereunder shall be delivered to the addresses as set forth below on the signature page, provided that either party may, by notice to the other party, change the address or fax number to which such notices are to be given.

• No Implied Licenses. There are no implied licenses under this Agreement, and any rights not expressly granted hereunder are reserved. Customer shall not exceed the scope of the licenses granted hereunder.

• Delay or Omission: No delay or omission in exercise of any right, power or remedy accruing to any Party, upon any breach or default of any Party under the Agreement, shall impair any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring.

• Third Party Products: Third-Party Services (if any) supplied under this Agreement are provided for use solely with the Software licensed to Customer under this Agreement and may not be used on a standalone basis or with any other third-party products. The third-party terms and conditions that accompany such Third-Party Services shall govern Customer’s use thereof. Abjayon shall not be responsible for or have any liability with respect to such Third-Party Services.

• Amendment: No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties.

• Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law by a court of competent jurisdiction, it is the intention of the Parties that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable. Without prejudice to the foregoing, the Parties shall mutually agree to provide a legal, valid, and enforceable provision as similar in commercial terms and effect to such illegal, invalid or unenforceable provision as may be possible.

• Force Majeure:No Party shall be deemed in default of this Agreement or any agreement, deed, documentation, addendum or otherwise executed pursuant hereto for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or there under so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement or any documentation executed pursuant hereto, as applicable, as soon as reasonably practicable. For the purposes of this Agreement, “Force Majeure” shall mean the occurrence of an event which materially interferes with the ability of a Party to perform its obligations (other than its obligation to pay money) or duties hereunder which is not within the reasonable control of the Party affected or any of its affiliates, including, but not limited to, war, rebellion, earthquake, fire, accident, strike, riot, civil commotion, act of God, inability to obtain raw materials, delay or errors by shipping companies or change in Applicable Law.

• Entire Agreement: The Agreement constitutes the entire understanding between the Parties with regard to the subject matter hereof and thereof and supersedes any other agreement between the Parties relating to the subject matter hereof and thereof, including any term sheet or memorandum of understanding entered into between them.

• Updates and Revision: The Customer acknowledges that this Agreement may be updated from time to time at the sole discretion of Abjayon. Such updates will be deemed to be incorporated herein as of the date of posting of such update on Abjayon’s website; provided no such updates will materially diminish Customer’s rights with respect to the Software as provided herein.

• Expenses in relation to this Agreement: Each Party shall bear its own expenses incurred in relation to the transactions contemplated in the Agreement, including expenses relating to the fees of counsel, auditors and other advisors.

• Assignment: Licensee may not assign their rights and obligations under this Agreement without the Licensor’s consent. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns.

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the parties hereto have made and entered into this Agreement as of the Effective Date.

For [·] By: Signature: Name: [·] Designation: [·]

For ABJAYON INC. By: Signature: Name: Neeraj Datta Designation: President

EXHIBIT 1

1. About Abjayon Digital Self Service Software:

Abjayon Digital Self Service (ADSS) is an integrated multi-channel digital platform for customer self-service enabling online account management, billing and payments and advanced usage analytics. The utility companies can provide superior customer service and reduce their operating costs with live chat, virtual agents (bots), contextual self- help and ticket management system for services or complaints. All the support systems can be integrated with Case Management or Content Management systems. Alerts, Notifications on bills, outages or any meter related issues originating from a metering/billing system or marketing messages can be composed and broadcasted to any customer.

2. License Purpose of the Customer: [Oracle to include]

EXHIBIT 2

Software Pricing and Commercials

Customer Information

Customer Name

Customer Contact Person

Customer Address

Phone

Email

Software Installation Location

Product	Users	Price Per	Total
Abjayon Digital Self Service Platform
Abjayon Support Plan for 3 (three) years from installation*

*Support for any period after completion of 3 (three) years shall be subject to additional prices and terms and conditions as may be communicated by Abjayon

EXHIBIT 3

Software Specifications

(To be included after finalization of proposal)

EXHIBIT 4

Form of Authorized User Terms and Conditions

These User Terms of Service (the “User Terms”) govern your access to and use of our online platform and associated services (collectively the “Platform”). Please read them carefully. Even though you are signing onto an existing account, these User Terms apply to you as a user of the Platform. As used in these User Terms, “we”, “our” and “us” currently refers to Abjayon, the entity providing access to and use of the Platform. The Platform is exclusively owned by us. We welcome you to the use of our Platform and appreciate your compliance with these User Terms.

1. Legally Binding

These User Terms are a legally binding contract between you and us. We request that you please review these User Terms from time to time at our website. If you access or use the Platform, or continue accessing or using the Platform after the effective date of any updates (including after being notified by us of a change to the User Terms), you confirm that you have read, understand and agree to be bound by the User Terms then in effect. 

1. Choices and Instructions

You are an Authorized User on an Account Controlled by a “Customer”
An entity, organization or other third party that we refer to in these User Terms as our “Customer” has invited you (as their employee or Authorized User) to use an account.

Customer Terms
Our Customer has separately entered into a written agreement and/or subscription order with us for access to and use of the Platform (the “Contract” or “Customer Agreement”) that permitted Customer to create and configure an account so that you and others could join (each invitee granted access to the Platform, including you, is an “Authorized User”). The Contract includes our commitment to deliver access to the Platform to the Customer, who may then invite Authorized Users to use the platform. When an Authorized User (including, you) submits content or information to the Platform, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer and the Contract provides the Customer with various choices and controls over that Customer Data. For example, the Customer may provision or de-provision access to the Platform, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign accounts, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. 

The Relationship Between You, Customer and Us
AS BETWEEN US AND OUR CUSTOMER, YOU AGREE THAT IT IS SOLELY OUR CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS CONSISTENT WITH THE TERMS OF THE CONTRACT AND LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE PLATFORM OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. ABJAYON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU RELATING TO THE PLATFORM, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WHETHER THE PLATFORM WILL BE SUITABLE OR FIT FOR YOUR PARTICULAR OR INTENDED PURPOSES. THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

1. Conditions for Use

Legal Age Requirement
To the extent prohibited by applicable law, the Platform is not intended for and should not be used by minors (e.g. anyone under the age of sixteen, or other applicable legal age). You represent that you are over the legal age and are the intended recipient of our Customer’s invitation to the Platform. You may not access or use the Platform for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age, and by using the Platform, you represent that you are of legal working age.

Acceptable Use

By accessing the Platform, you agree to comply and be bound by the following:

• comply with all User Terms of Service;
• comply with all applicable laws and governmental regulations, including, but not limited to those related to intellectual property rights, intellectual property protection, data, data protection, privacy, privacy protection, export control and trade, and securities and applicable regulations promulgated by any government agencies;
• comply with all requirements imposed upon you as an Authorized User by our Customer;
• upload and disseminate only Customer Data to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
• use commercially reasonable efforts to prevent unauthorized access to or use of the Platform;
• keep passwords and all other login information confidential;
• monitor and control all activity conducted through your account in connection with your use of the Platform;
• promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account;
• comply in all respects with all applicable terms of any third-party applications, including any that our Customer elects to integrate with the Platform, that you access or subscribe to in connection with your use of the Platform;
• not permit any third party that is not an Authorized User to access or use the Platform, or a username, password or Platform account;
• not share, transfer or otherwise provide access to a Platform account designated for you to another person;
• not use the Platform to store or transmit any Customer Data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
• not upload to, or transmit from, the Platform any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Platform or on the hardware of Abjayon or any third party;
• not attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Platform (including any mechanism used to restrict or control the functionality of the Platform), any third party use of the Platform, or any third party data contained therein;
• not attempt to gain unauthorized access to the Platform or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Platform;
• not access or use the Platform in order to build, market, sell or license a similar or competitive product or service or copy any ideas, concepts, inventions, features, functions, or graphics of the Platform;
• not use the Platform in any unlawful manner, including a manner that may harm minors or that interacts with or targets people under the age of thirteen;
• not impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorized User or third party, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
• not use the Platform to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or in violation of other laws and regulations concerning national security, defense or terrorism;
• not access, search, or create accounts for the Platform by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
• not use the Platform to send unsolicited or unauthorized communications, promotions or advertisements, or spam;
• not send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
• not abuse referrals or promotions to get more credits than deserved;
• not sublicense, resell, time-share or similarly exploit the Platform;
• not use the Platform for consumer purposes, as the Platform is intended solely for use by businesses and organizations;
• not access or use the Platform on behalf of, or for the benefit of, any Patent Assertion Entity (as defined by the US Federal Trade Commission);
• not use contact or other user information obtained from the Platform (including email addresses) to contact Authorized Users outside of the Platform without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Platform; or
• not authorize, permit, enable, induce or encourage any third party to do any of the above.

1. Term and Termination

These User Terms govern your use of the Platform and remain effective until our Customer’s Contract expires or terminates, or your access to the Platform has been terminated by our Customer or us. Please contact our Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates or changes to these User Terms. In addition to your use of the Platform being subject to these User Terms, your use as an Authorized User is also subject to the terms of our Customer Agreement.

1. Limitation of Liability

If we believe that there is a violation of the Contract, User Terms or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Platform, Authorized Users, or any third parties. IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU 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 WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS TO ANY CUSTOMER, THE FOREGOING DISCLAIMERS SHALL BE SUBJECT TO THE TERMS OF A CUSTOMER CONTRACT. THE FOREGOING DISCLAIMERS WILL ALSO NOT APPLY TO THE EXTENT EXPRESSLY PROHIBITED OR LIMITED BY APPLICABLE LAW, BUT ONLY TO SUCH EXTENT.

1. Non-Application of Consumer Law

The Platform is a tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply to your use of the Platform. As such you acknowledge that with regard to your use of the Platform, you have no rights to rely upon consumer laws, consumer protection laws or similar laws, and you waive any such rights or claims. 

1. Survival

The provisions of these User Terms will continue to be binding and survive any termination or expiration of your use of the Platform as an Authorized User or otherwise.

1. General Provisions

Email and Messages
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we reserve the ability to instead choose to provide notice to Authorized Users through the Platform (e.g., an Abjayon bot notification). Notices to Abjayon should be sent to [·], except for legal notices, which must be sent to [·]. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Platform. Notices under the Contract will be given and delivered between Customer and Abjayon in accordance with the terms of the Contract.

Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use of our Platform.

Modifications
As our business evolves, we may change or modify these User Terms. Reasonable notice of a material change or update to the User Terms, will be provided by emailing the email address associated with your account, by messaging you through the Platform or by posting the update or change on our website. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in any notice, or on the date that we publish the change on our website. If you use the Platform after the effective date of any changes, modifications or updates, that use will constitute your acceptance of the revised and then applicable User Terms.

Waiver
No failure or delay by either party in exercising any right under the User Terms, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability
The User Terms, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will 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 the User Terms will remain unaffected and in full force and effect.

Assignment
You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without the prior written consent of us. We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate, a corporate partner, or in connection with a merger, acquisition, corporate reorganization, a sale of all or substantially all of our assets, or for any other business reasons.

Governing Law; Venue; Waiver of Jury Trial; Fees
The User Terms, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract or these User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement
The User Terms, including any terms of our other policies (including our Acceptable Use, Privacy and Security policies) incorporated by reference into these User Terms or posted on our website, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. In the event of any conflict or inconsistency in these User Terms or other policies, such conflict or inconsistency shall be resolved in the least restrictive way to ensure the continued applicability of these User Terms to the maximum extent legally allowed.

Contacting Abjayon
Please also feel free to contact us if you have any questions about Abjayon’s User Terms of Service. You may contact us at [·] or at our mailing address below:

[·] 

EXHIBIT 5

Abjayon Support Policy

ADSS product support policy describes the engagement model, roles, responsibilities, and service level expectations for the production support of Abjayon Digital Self Service (ADSS).

Customer will be responsible for preliminary support (typically referred as Level 1 or Level 2 support) using its internal IT team or Customer Support Teams or any external agency. ABJAYON will be responsible for advanced product support and the level of priority and response time will be determined based on the issue prioritization into Severity Levels 1, 2, 3 and 4 explained later in this document.

Support is applicable to compatible platform and excludes issues originating from misuse, abuse, negligence, or improper utilization of any or all part(s) of the Software or Services. The issues related to third-party software need to be managed directly by the customer and is outside the scope of this document. For implementation and support services related to your installation, refer to the appropriate service contract.

Support Process

1. ADSS product support will be provided for a period of 5 years for a generally available (GA) release. Extended Support may be available afterwards for another 3 years but only limited to the critical patch releases for the product.
2. Incident reporting shall be available 24 × 7 for all days in the year.
3. Support is provided during Abjayon Business Hours, which are 8:00 a.m. to 7:00 p.m. Indian Standard Time, Monday Through Friday (excluding holidays) for Severity 1-4 Incidents.
4. Upon receipt of a support request, Abjayon shall assess customer’s designated Issue Priority Level according to the definitions stated in this document and will confirm with customer’s point of contact.
5. After the initial issue priority level assignment and confirmation, the issue will be triaged and debugged internally by Abjayon and the resolution will be communicated to the customer.

Issue Reporting

Before reporting an incident to Abjayon product support for any severity, the customer support representative must collect as much of the following information possible:

• Product and specific module
• Reproducibility
• Number of Users impacted
• Date and Time of Incident
• Severity (High, low, normal)
• Platform and/or device type
• OS and OS version
• Description
• Steps taken to troubleshoot
• Steps to reproduce
• Screenshots

Issues Prioritization and Response

The level of priority and response time will be determined based off the following incident classifications:

Incident Priority Level	Description	Initial Response Time. All Business Days
Severity 1 (Critical)	Your production use of the supported programs is stopped or so severely impacted that you cannot reasonably continue work. You experience a complete loss of service. The operation is mission critical to the business and the situation is an emergency. There is no workaround available. Major system disruption (e.g., a major disruption in business-critical system operability or functionality, server crash or total system failure) related to Data corruption A critical documented function is not available System hangs indefinitely, causing unacceptable or indefinite delays for resources or response System crashes, and crashes repeatedly after restart attempts A high priority production incident with a high impact on Customer’s business, impacting (almost) all users Important features are unavailable with no acceptable workaround	2 Hours
Severity 2 (High)	You experience a severe loss of a service. Severe system disruption e.g., A severe disruption in business-critical functionality that does not impact the entire system. Accepted Workarounds are available; however, operations can continue in a restricted fashion. A production incident with intermediate impact on Customer’s business, impacting a group of users	4 Hours
Severity 3 (Standard)	You experience a minor loss of service. The impact is an inconvenience, which may require a workaround to restore functionality Single function failure (e.g., a minor disruption in operability or functionality that does not impact the entire system A trivial (production) incident with no impact on the customer’s business	1-2 Business Day
Severity 4 (Low)	You experience a minor loss of service. The impact is an inconvenience, which may require a workaround to restore functionality Cosmetic/Good to have features. Usually resolved as enhancement requests/changes.	2-4 Business Days

Platform Compatibility

ABJAYON shall identify the root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Software or Services are not otherwise impaired but shall not be required to support its applications in the following circumstances:

• On operating systems that are no longer supported and/or regularly updated by their authors (e.g. Apple, Android).
• On hardware that is no longer supported by its manufacture.
• Where errors are a product of misuse, abuse, negligence, or improper utilization of any or all part(s) of the Software or Services.
• Where Software or Services are modified, amended, revised, or changed by any party other than ABJAYON
• Where issues are a result of electrical failure, internet connections problems, any issue related to data including but not limited to: data input, output, integrity, storage or back-up, and any and all other external or infrastructure-related problems, which shall be deemed to be under Customer’s exclusive control, and of Customer’s sole responsibility.

Third Party Product Support

ADSS requires the following third-party products:

• NGINX Plus
• MySQL Enterprise Edition
• Percona XtraDB Cluster
• Oracle Business Intelligence Publisher
• chat
• Keycloak
• Hashicorp Vault

If the customer encounters an issue related to third party software, it can reach out directly to the third party for its resolution. Example: Due to some technical issue the MySQL database crashes. The customer can report the issue to Percona for restoration of the database.

Customer may report an ADSS product issue to Abjayon that after triaging and troubleshooting is found to be caused by third-party software. In such cases, Abjayon service request would be closed or severity lowered with relevant RCA updated and the customer would have to report SRs against the respective software provider.

[1] Please confirm if the inclusions are commercially acceptable