This MASTER LICENSE AGREEMENT in click-through format (the “Agreement”) shall be entered into between HINDSIGHT MYMENTOR PRIVATE LIMITED (“Licensor”) and yourself, as you wish to obtain the license to use the Software in relation to the Related Services (defined), defined below and your details specified in the Licensee Account shall be your details for the array of Parties under this Agreement (“Licensee”), subject to the term(s) and condition(s) of this Agreement.

Furthermore, please read the Agreement before using or continuing to use the Software Product (defined below) in relation to the Related Services (defined) (defined below). Do not agree/accept the Agreement unless you fully understand and accept each provision. By agreeing/accepting this Agreement, you represent and warrant that you understand, agree to, and accept all terms and conditions contained in this Agreement.

Furthermore, the mode / date / time of agreeing / accepting this Agreement shall be as specified and detailed under Effective Date (defined below).

Furthermore, in this regard, the Parties agree if they have signed the Education Partner Letter Agreement (defined below), then the signing date of the Education Partner Letter Agreement (defined below) shall be taken as the date / time signing of this Agreement.

Licensor and Licensee shall be collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS

(A) Licensor is engaged inter alia inthe business of edu-tech by providing Related Services (defined below) aimed at developing overall skills of the Learners (defined below).

(B) Licensor has developed a Software Product (defined) for providing Related Services (defined). The Licensee has expressed its intention to obtain a license from the Licensor to use the Software Product in relation to the Related Services (defined) subject to the term(s) and condition(s) hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“Applicable Laws” shall mean all applicable laws, by-laws, statutes, enactments, acts of legislature or parliament, ordinances, rules, regulations, notifications, guidelines, policies, directions, orders, directives, protocols, codes, notices, judgments, decrees or other pronouncements of any Governmental Authority of India.

“DIAC” shall have the meaning as ascribed to in Clause 12.2.

“DIAC Rules” shall have the meaning as ascribed to in Clause 12.2.

“Confidential Information” means this Agreement and all its Schedules, any addenda hereto signed by the Parties, all Documentation, information, data drawings, benchmark tests, specifications, trade secrets, object code and machine-readable copies of the Software Product, source code relating to the Software Product, and any other proprietary information exchanged between the Parties under this Agreement.

“Designated Sites” means one or more server(s) provided by the third-party cloud service provider(s) which shall be obtained by the Licensor (defined) to host, run and operate the Software Product (defined) in relation to the Related Services (defined) and which shall at all times be run, operated and controlled by the Licensor.

“Documentation” shall mean the operating manuals, user instructions, technical literature and other documentation, if any, supplied to the Licensee by Licensor for aiding the use of the Software Product.

“Education Partner Letter Agreement” is a letter agreement signed amongst the Parties, which intend to physically sign an agreement, in which the commercial terms of this Agreement shall be recorded and all other terms of this Agreement shall form an integral part of the Education Partner Letter Agreement.

“Effective Date” shall mean the date on which the Parties have signed the Education Partner Letter Agreement (defined above) or in the event the Parties have not entered into the Education Partner Letter Agreement (defined above), then the date and time when the Licensee consents on this Agreement by way of recording a timestamp on the relevant date and time of the Effective Date.

“Error” means a material failure of the Software Product to function in conformity with the Specifications.

“Intellectual Property” shall mean any Related Services (defined), information, inventions, computer software, patents, copyrights, trade names, trade secrets, designs (registered and unregistered), trademarks and service marks that may be protected under law.

“Learners” shall mean, including but not limited to schools, teachers, universities, individuals who access the Related Services (defined) leveraging or using this Software Product.

“Learners Data” shall mean any data relating to the Learners (defined hereinabove), including but not limited to, first name, last name, age, gender, scores and email address, phone number.

“Licensee Account” shall have the meaning as ascribed to in Clause 4.1.

“License Fee” shall have the meaning as ascribed to in Clause 7.

“Related Services” shall mean the educational videos, lessons, curriculum, teachings, courses, material developed by the Licensor in relation to skill development uploaded on the Software Product as well as any assessment report(s) / certification to be provided by the Licensor to the Learners as per this Agreement.

“Software Product” shall mean an edu-tech digital product/solution and all Documentation relating thereto including any customization made thereon.

“Specification” shall mean the specification of the Software Product describing the facilities and functions thereof

“Territory” shall mean India.

“TPT Resources” shall have the meaning as ascribed to in Clause 5.1.

2. LICENSE

2.1 Grant

Subject to the term(s) and condition(s) of this Agreement and in consideration of the License Fee payable by the Licensee to the Licensor under Clause 7,theLicensor hereby grants Licensee a non-exclusive, non-transferable, perpetual license (subject to the right of termination as provided for in this Agreement) to use the Software Product on “as is” basis in relation to the Related Services (defined), within the Territory solely for Licensee's own internal needs and for no other purpose, unless otherwise specifically permitted by the Licensor under this Agreement. The Licensee shall have no right to customize the Software Product and the Related Services (defined) uploaded on the Software Product by itself or through any third party whatsoever. Except for the limited license rights expressly granted in the Agreement, Licensor reserves all rights, title and interest in and to the Software Product, Related Services (defined) and Documentation and any modifications thereto.

2.2 All updates such as bug fixes and patches or any new features will be supplied to the Licensee as part of the License Fee as detailed by this Agreement.

2.3 Restrictions on use

Unless otherwise expressly authorized by the Licensor under this Agreement, Licensee agrees not to: (i) decompile, disassemble, or reverse engineer the Software Product; (ii) modify or create any derivative works (including, without limitation, translations, transformations, adaptations or other recast or altered versions) based on the Software Product or Documentation; (iii) merge the Software Product with any other software except as expressly set forth in the Documentation; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey, or otherwise transfer the Software Product or Documentation except as expressly authorized by this Clause; (v) distribute, disclose or allow use of the Software Product or Documentation, in any format, through any timesharing service, service bureau, network or by any other means.

2.4 Licensee shall not create any of archival backup copies of the Software Product and the Related Services (defined). Furthermore,Licensee will not remove any product identification, trademark, copyright or other proprietary rights notices from the Software Product, Related Services (defined) or Documentation and will duplicate and display all names, logos and notices of the Licensor on each copy the Documentation made by Licensee.

2.5 The Related Services (defined) shall only be accessed through the Software Product and the Licensee shall not download, modify, create copies, create any derivative works (including, without limitation, translations, transformations, adaptations or other recast or altered versions), sell, distribute, disclose or allow use of the Related Services (defined) in any manner whatsoever, except as authorized under this Agreement.

2.6 Risk

That risk of the Software Product, Related Services (defined) and/or Documentation shall pass on to the Licensee after the delivery of the Software Product by the Licensor to the Licensee in the event any part of the Software Product, Related Services (defined) and/or Documentation shall be lost, destroyed or damaged, the Licensor shall at the request of the Licensee replace the same promptly, subject to the Licensee paying the reasonable cost of such replacement, if required.

2.7 Audit

At Licensor’s request and upon reasonable notice, Licensor will have the right to inspect and audit Licensee’s compliance with these license terms during normal business hours. Licensee will cooperate with the audit and will grant assistance and access to applicable records, materials, equipment, and personnel. In addition, Licensee will provide remote access to its systems to Licensor to enable Licensor to electronically audit Licensee’s compliance with the license terms. Although not permitted under this Agreement, even on an unauthorized basis, if the Software Product is installed at a third-party service provider’s premises, the Licensee shall procure the aforesaid right for the Licensor from the unauthorized third-party service provider. If an audit reveals that the Licensee possesses or at any time possessed unlicensed copies of the Software Product or use of the Software Product beyond the licensed features or capacity restrictions, Licensee will pay Licensor the applicable License Fee immediately upon request, and Licensor shall be entitled to pursue any other legal remedies against Licensee in such a scenario.

2.8 Delay

Licensee agrees and acknowledges that during the term of this Agreement, the Licensor may suspend the use of the Software Product due to any technical, operational, unforeseeable events including but not limited to system failures, virus, Errors or any other unanticipated interruptions. In this regard, the Licensor shall provide Licensee with a notice within a reasonable time of such suspension and the Licensor shall have no liability whatsoever for any loss caused under this Clause.

3. OBLIGATIONS OF LICENSEE

3.1 Licensee agrees and acknowledges that the Licensor is merely providing the Software Product on “as is” basis, and any legal obligation which may arise due to usage of the Software Product (if any) shall be the legal obligation of the Licensee and the Licensee shall comply / adhere to the same, including but not limited to, the following;

a. All regulatory compliance as per the Applicable Laws which may arise due to the usage of the Software Product or its features, as may be updated from time to time;

b. Any operating licenses(s) / consents(s) / permits (s) required from any authorities / regulator(s) as per the Applicable Laws or parents / natural or local guardian of the Learners using the Software Product, which may arise due to the usage of this Software Product or its Specifications (as updated from time to time) shall be the legal obligation of the Licensee to obtain at all times;

c. Learners Data (defined) uploaded, stored on the Software Product or used while using the Related Services (defined) shall be uploaded, stored or be used in accordance with the Applicable Laws as well as the contractual terms signed by the Licensee with the underlying Learners. In this regard, the Licensee furthermore, specifically undertakes and obligates the following:

i. All Learners Data shall be dealt with as per the Applicable Laws, including applicable data protection laws as applicable to the Licensee or its Learners, and any compliances of same shall be the legal obligation of the Licensee at all times, and the Licensee shall keep the Licensor indemnified from any such claim as per the Agreement; and

ii. The Licensee undertakes that the Licensee shall obtain all necessary consents, approvals, permissions from its Learners under contract with them or as per the Applicable Laws to permit the access and usage of the Learners Data by the Licensor or any authorized user of the Licensor, including but not limited to, any third-party learning management system for training, enhancing quality and improving the Related Services (defined), Software Product and its Specifications.

3.2 Furthermore, as a corollary to the legal obligation undertaken by the Licensee under Clause 3.1, the Licensee further undertakes that the Licensee shall not use the Software Product or its Specifications in a manner not permitted under the Applicable Laws, and if the Licensee illegally does so, then the Licensee shall keep the Licensor indemnified against any such claim as per this Agreement.

3.3 Licensee will use the Software Product and the Related Services (defined) only for purposes set forth herein, and, further, Licensee expressly agrees that it does not have rights to own title, or transfer title of Software Product and the Related Services (defined) to any third party.

3.4 Licensee shall not use the Software Product:

a) in any way that is inappropriate, unlawful, illegal, fraudulent or harmful; or

b) in connection with any inappropriate, unlawful, illegal, fraudulent or harmful purpose or activity.

3.5 Licensee will ensure timely payment of amount of License Fee to the Licensor and shall have no right to withhold any amount unless required under the law.

3.6 Licensee shall prevent any unauthorized access to, or use of the Software Product, Related Services (defined) and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify Licensor and act promptly as required by Licensor to protect or restore the system(s).

4. OBLIGATIONS OF THE LICENSOR

4.1 The Licensor may make available the Software Product to the Licensee by setting up accounts for usage, including but not limited to, licensee account(s), Learner account(s) for accessing the Related Services (defined) ("Licensee Account”).

4.2 The Licensor agrees and acknowledges that it shall provide the assessment report(s) / certification(s) in the form and manner as proposed by the Licensor to the Learner(s) in the manner suitable to perform this Agreement.

4.3 The Licensor shall treat Confidential Information as obtained as per the Applicable Laws / Confidentiality Obligations.

4.4 Licensor may provide Licensee with the most current version of the Software Product and shall provide the Licensee with new features, if any during the term of the Agreement.

4.5 Licensor shall provide Licensee with Related Services (defined), that may be updated from time to time, to be accessed by the Licensee, its authorized users and the Learners via the Software Product.

5. DISCLAIMERS AND WARRANTIES

5.1 Licensee acknowledges that the Licensor is providing the Software Product to access the Related Services (defined) and Licensor may integrate with third-party learning management system, third-party resources, third-party cloud services to host the Software Product, application programming interface ("TPT Resources”) for functioning, development and improvement of the Software Product and the Related Services (defined). The Licensee hereby gives consent to the Licensor for integrating TPT Resources to the Software Product and Related Services (defined), and hereby agreeing to any additional term(s) and condition(s) which Licensor has to agree for delivering the Software Product.

5.2 Licensee agrees and acknowledges that it shall not have access of any nature whatsoever on the Designated Sites, and to run, operate the end-to-end environment on the Designated Sites shall be of the Licensor.

5.3 The warranties do not extend to any damages, malfunctions, or non-conformities in the Software Product to the extent these are caused by: (a) Licensee’s use of Software Product in violation of the license granted under the Agreement or in a manner inconsistent with the operating Documentation; (b) use of non-Licensor furnished software with the Software Product (except to the extent provided in the Documentation); (c) Licensee’s failure to follow Licensor’s instructions; (d) Licensee’s failure to permit Licensor timely access, remote or otherwise, to Software Product; (e) failure to implement all new updates to Software Product provided under the Agreement; (f) Software Product that have been modified by a party other than Licensor.

5.4 The Licensor does not warrant that the Software Product or the Related Services (defined) will meet the requirements of the Licensee or the Learners.

5.5 The Licensor does not warrant or guarantee that the Software Product or any program or information will be free of infection by viruses or anything else manifesting contaminating or destructive properties. It is the sole responsibility of the Licensee to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that Software Product or information, if contaminated or infected, will not damage Licensee’s information or system.

5.6 The Licensee hereby acknowledges that certain modules of the Software Product may contain or may have been derived from open-source software, over which the Licensor does not have any right, title or interest. The Licensor hereby disclaims all warranties with regard to such part of the Software Product that contains the open-source software, and use of such modules shall be at the sole risk of the Licensee.

5.7 Except as referenced and limited in this Clause, Licensor makes no representation or warranties with regard to the Software Product or the Related Services (defined). Licensor does not warrant uninterrupted or Error free operation of Software Product and the Related Services (defined). To the maximum extent permitted by Applicable Laws, Licensor disclaims all implied or statutory warranties, including, but not limited to, any warranties of merchantability, fitness for a particular purpose.

6. TERM AND TERMINATION

This Agreement may be terminated only as set forth below in this Clause.

6.1 Licensor may immediately terminate this Agreement in its entirety, including the license granted herein, upon written notice to the Licensee in the event the Licensee (a) has intentionally disclosed Licensor’s Confidential Information, without prior written consent of Licensor; (b) claims the Intellectual Property of the Licensor as its own; (c) makes a general assignment for the benefit of its creditors; applies for the appointment of a trustee, liquidator or receiver for its business or property; (d) the Licensee is subject to a proceeding for bankruptcy, receivership, insolvency, dissolution or liquidation; (e) the Licensee is adjudicated insolvent or bankrupt; or (f) the Licensee withdraws its consent to process and use the Confidential Information.

6.2 This Agreement shall automatically stand terminated, if Licensee fails to pay the License Fee as per this Agreement.

6.3 Licensor may terminate the license granted under this Agreement, and exercise all available rights by giving written notice, effective immediately, if, within ten (10) business days of Licensee’s receipt of a reasonably detailed written request to cure a breach of the license limitations or restrictions, Licensee has not cured all breaches of license limitations or restrictions as set forth in this Agreement. Upon such termination, Licensee will immediately pay all outstanding License Fee, if any, cease use of all Software Product, return or delete, at Licensor’s request, all copies of the Software Product in Licensee’s possession, and certify compliance with all of the obligations in this Clause to Licensor in writing.

6.4 Continuing Obligations

Termination of this Agreement shall not relieve Licensee from any obligations accrued through the date of termination. In addition, the term(s) and condition(s) set forth in this Agreement, which by their nature would continue beyond termination of this Agreement, including the provision with respect to Confidentiality, shall survive the termination of this Agreement.

6.5 Effects of Termination

Upon termination of this Agreement, Licensee's right and license to use the Software Product shall be terminated and Licensee shall:

(a) immediately cease using the Software Product;

(b) immediately erase the same from the storage in each computer system in which it has been installed;

(d) at the option of Licensor, either immediately return to Licensor or destroy all physical embodiments of the Software Product, and certify to Licensor in writing that such destruction has occurred.

(e) Although not permitted under this Agreement, even on an unauthorized basis, if the Licensee possess any copy of the Related Services (defined) in any form, the Licensee shall be required to delete / destroy such copy of the Related Services (defined).

6.6 All rights and procedures set forth in this clause are in addition to any and all other rights available hereunder or otherwise at law to either Party.

7. LICENSE FEES

License Fee

Licensee shall pay to Licensor the license fee for accessing the Software Product and Related Services (defined) as may be mutually decided between the Parties ("License Fee”).

8. INTELLECTUAL PROPERTY RIGHTS

The Parties agree that all the ownership / proprietary rights of the Software Product and the Related Services (defined), including the Intellectual Property of the Software Product and the Related Services (defined) shall at all times be with the Licensor, and this Agreement is merely giving the Licensee a right to use the Software Product and access Related Services (defined) as per the term(s) and condition(s) of this Agreement.

9. CONFIDENTIALITY OBLIGATIONS

9.1 Parties agree that (a) during the course of their performance of this Agreement they may obtain or learn certain information concerning the disclosing Party’s Confidential Information; (b) the Confidential Information shall remain the property of the disclosing Party, as applicable, and that such Confidential Information is made available on a limited use basis solely in connection with this Agreement; (c) it will advise its employees to whom the Confidential Information is disclosed of their obligations under this Agreement; (d) it will not sell, disclose or otherwise make available any such Confidential Information, in whole or in part, to any third party without the prior written consent of the disclosing Party ; and (e) it will utilize the same degree of care it utilizes for its own Confidential Information, but in no case less than a reasonable degree of care, to prevent disclosure of the disclosing Party’s Confidential Information to any unauthorized person or entity.

9.2 The restrictions under this Clause shall not apply to information which: (a) is or becomes publicly known through no wrongful act of the receiving Party; or (b) becomes known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; or (c) the receiving Party can show by written records that such information or data was independently developed or was in its possession prior to disclosure by the disclosing Party. In the event that the receiving Party is legally compelled to disclose the Confidential Information it will be entitled to do so provided it gives the disclosing Party prompt notice thereof and assists the disclosing Party in pursuing a protective order against disclosure of such Confidential Information.

10. INDEMNITY

10.1 Licensee will defend, indemnify and hold harmless the Licensor and each of their affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of Licensee’s representations, warranties, or obligations set forth in this Agreement; or (ii) alleged infringement of any intellectual property or proprietary rights or (iii) alleged infringement data protection rights of any third party.

For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

10.2 Infringement

Licensee hereby agrees to indemnify Licensor against any claim for (a) alleged infringement of any Intellectual Property rights in the Software Product and the Related Services (defined) by the Licensee or (b) violation of Software Product license term(s) and condition(s), arising out of the use of the Software Product by Licensee in any manner prohibited by this Agreement.

11. LIMITATION OF LIABILITY OF LICENSOR

In no event will the Licensor have any liability for any incidental, special, statutory, indirect or consequential damages, including loss of profits, loss of business or revenue, loss of reputation or loss or corruption of data. The total aggregate liability of the Licensor for each and all claims arising out of or in connection with this Agreement will not exceed an amount equal to the total amount of all fees paid or payable under the Agreement. The exclusions and limitations of liability in this Clause will apply to any damages, however caused, and on any theory of liability, whether for breach of contract, tort (including, but not limited to, negligence), or otherwise.

12. DISPUTE RESOLUTION AND ARBITRATION

12.1 In the event of a dispute between the Parties arising out of this Agreement, the Parties shall endeavor to resolve such dispute through negotiations between the senior management of each Party.

12.2 In the event of a dispute which is unresolved for a period of sixty (60) days after being first referred to negotiations between the senior management of the Parties as per Clause 12.1, the Parties shall agree to resolve to resolve the controversy by way of arbitration, to be conducted by a sole arbitrator mutually appointed by the Parties. The arbitration shall be conducted in accordance with the provisions and rules (hereinafter, referred to as the “DIAC Rules”) of the Delhi International Arbitration Centre (“DIAC”) in force at the relevant time.

12.3 The seat and venue of such arbitration shall be Delhi. The arbitral proceedings shall be conducted in English and the award shall be final and binding on the Parties.

12.4 To the extent not prohibited by Applicable Laws, Licensor and the Licensee agree that written or oral statements or offers of settlement made in the course of the dispute resolution process set forth in this Clause will be Confidential Information; will not be offered into evidence, disclosed, or used for any purpose other than the dispute resolution process; and will not constitute an admission or waiver of rights.

12.5 The dispute resolution process set forth in this Clause shall not prohibit a Party from seeking immediate injunctive or other provisional relief in order to protect its rights relating to this Agreement including with respect to intellectual property and confidentiality provided, however, that such relief may only be sought within an appropriate judicial forum with competent jurisdiction as stipulated in this Agreement.

13. MISCELLANEOUS

13.1 Assignment:

This Agreement and the rights there-under may not be assigned, novated or otherwise transferred by Licensee to any third party, without the prior written consent of the Licensor.

13.2 Software Product Updates:

Licensor may from time-to-time release updated versions of the Software Product, which replace or supersede prior versions of the Software Product.

13.3 Unauthorized use:

Licensee agrees to notify the Licensor promptly of the circumstances of which Licensee becomes aware surrounding any unauthorized possession, use, or knowledge of any part of the Software Product or Related Services (defined) by anyone other than the persons authorized by the Licensee to have such possession, use, or knowledge.

13.4 Non-Compete:

The Licensee agrees and acknowledge that during the duration of this Agreement, the Licensee shall gain knowledge of certain trade secrets, Confidential Information, Intellectual Property in relation to the Software Product and Related Services (defined) of the Licensor and if used against the Licensor, can be detrimental to the Licensee, directly or indirectly. Accordingly, in order to protect the Licensor, directly or indirectly, against use of such information by the Licensee, the Licensee agrees and undertakes, for during the duration of this Agreement and a period of 5 (five) years from signing of this Agreement, the Licensee, without the prior consent in writing of Licensor and without prejudice to any other duty implied by Applicable Laws or equity, during the continuation of this Agreement and at any time thereafter, collectively or individually, whether directly or indirectly through its respective affiliates, relatives or nominees or through an agent, self-help group, non-governmental organization, trust, society or otherwise in any other manner be concerned, interested and/or engaged in the business, which directly or indirectly, competes or may compete with the business being carried on by the Licensor, whether at present or at any time in future

13.5 Non-solicitation:

Licensee acknowledges that the Licensor’s employees possess talents which are in great demand and that the Licensor has incurred substantial expense in recruiting and training such employees and would incur even greater expense if required to replace any such employee. In consideration thereof, the Licensee agrees that during the term of this Agreement and for a period of one (1) year from the date of termination of this Agreement, it shall not offer, solicit or hire any employees of the Licensor. In case of breach of this Clause, the Licensee shall be liable to reimburse the Licensor within thirty (30) days of such offer/solicitation/employment, to the extent of thrice (3) the gross annual salary of such employee in addition to the right of the Licensor to such injunctive reliefs.

13.6 Notices

A notice, approval, consent or other communication in connection with the Agreement must be in writing and sent by personal delivery or registered post (acknowledgement due) or facsimile or reputed international courier to the other Party at the address shown in this Agreement to the Licensor as mentioned in the Licensee Account (defined). A notice, approval, consent or other communication takes effect from the time it is received.

13.7 Force Majeure

The Licensor shall not be considered in default in the performance of its obligations hereunder as a result of force majeure events, which term shall include Acts of God, war (declared and undeclared), pandemic, riots, civil commotion, revolution, hostilities, strikes, epidemics, blockades, nuclear hazards, acts of any government causing a political embargo or other political restraint adversely affecting the freedom to transact business with or in the place of business, failure of communication carriers and any other cause similar to the kind herein mentioned or of equivalent force occurring within the place of business which is beyond the control of the Licensor, unavoidable and which could not reasonably be foreseen. The Licensor affected by force majeure event shall notify the other in writing of any situation of force majeure.

13.8 EntireAgreement

Licensee and the Licensor agree and acknowledge that they have read this Agreement, understood it and agree to be bound by its terms and further agree that it is the complete and exclusive statement of the agreement between the Parties, which supersedes all proposals, terms, agreements, oral or written, and all other communications between the Parties, save and except, any Education Partner Letter Agreement (defined) signed between Licensee and Licensor which shall cover primarily the physically signed commercial terms amongst the Parties shall form an integral part of this Agreement.

13.9 Waiver

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be, or shall constitute, a waiver of any other instance or provision, whether or not similar, nor shall such waiver constitute a continuing waiver. No waiver or modification of this Agreement shall be binding unless executed in writing by an authorized officer of the Parties hereto.

13.10 This Agreement does not limit or restrain in any way the right of the Licensor to in any manner deal with or other dispose of counterparts of the Software Product or parts thereof to any other persons or firms or to execute agreements providing for such transfer of rights.

13.11 Governing Laws:

This License shall be governed, interpreted, construed and enforced in accordance with the laws of India and subject to the provisions of Clause 12.2, the courts at New Delhi shall have jurisdiction over any and all matters arising out of this Agreement.

13.12 Severability

If any provision of this Agreement is declared invalid by any tribunal or Court of law, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect.

13.13 Amendment / Updation

No amendment or other variation of this Agreement shall be effective unless it is in writing, is dated, expressly refers to this Agreement, and is signed by a duly authorized representative of each Party.

13.14 Relationship of the Parties

Each Party is and shall remain an independent Party. Neither of the Parties nor any of their affiliates shall be considered an agent or a partner of the other, nor shall it have any authority to enter into any contract or any obligation for, or make any warranty or representation on behalf of the other Party

13.15 The provisions of this Agreement that are capable of having effect after the termination or expiration of this Agreement shall remain in full force and effect following the termination or expiration of this Agreement

13.16 Each Party hereby represents and warrants that it has full right and authority to enter into and perform any and all applicable provisions of this Agreement and that there are no encumbrances or other restrictions that may prevent each such Party or its employees from performing any and all applicable provisions of this Agreement. Except for the specific representations stated herein above, it is expressly agreed that the Licensee is not relying on any representations, warranties or promises not specifically set out in this Agreement.

13.17 Digitally Signed

The Parties agree that this being an Agreement agreed/accepted in click-through format, therefore, the execution of this Agreement shall be deemed to have been completed if due process and shall come into force the date/time, as detailed under Effective Date (Defined above).

Master License Agreement

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