Provisioning of the Kovaion Consulting India Private Limited Platform. Subject to Customer’s compliance with the terms and conditions of this Agreement, Kovaion Consulting India Private Limited will make the Kovaion Intelligent Marketing Platform available to Customer on the terms and conditions set out in this Agreement, provided that: (i) Customer has read and accepted and is in compliance with its obligations under the applicable terms of use related to all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications; and (ii) has taken all steps as necessary to enable interoperability between the Kovaion Intelligent communication Platform and all applicable Third Party Messaging Platforms, Pre-Integrated Third Party Business Applications, and Custom-Integrated Business Applications, including acquiring the necessary approvals and API keys, whether directly or via Customer’s Clients, to access these messaging channels as a business.

Kovaion Consulting India Private Limited reserves the right to modify, suspend, or discontinue the Service at any time for any reason with or without notice.

Kovaion Consulting India Private Limited reserves the right to change our monthly/annually fees upon 30 days’ notice. Fee change will be notified per email to all our subscribers and will be reflected on the pricing page at Kovaion.ai/pricing.

Kovaion Consulting India Private Limited reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.

During the Term, Customer hereby grants to Kovaion Consulting India Private Limited a worldwide, non-exclusive, non-transferable and non-sub-licensable (other than to affiliates) royalty-free licence to use Customer’s trademarks and logos made available to Kovaion Consulting India Private Limited by Customer as part of this Agreement, solely in connection with the marketing, advertising, and promotion of the Kovaion Intelligent communication platform, including listing the Customer and the Customer Application on the Kovaion Consulting India Private Limited Website, Social Media Platforms, Printed Brochure etc

Kovaion Consulting India Private Limited expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in: (i) the Kovaion Intelligent communication platform (or any part thereof) and any other materials or content provided by Kovaion Consulting India Private Limited under this Agreement, including any and all Modifications to any of the foregoing; and (ii) all intellectual property rights in any of the foregoing (clauses (i) and (ii) are collectively, the “Kovaion Consulting India Private Limited Property”), in each case. All right, title and interest in the Kovaion Consulting India Private Limited Property will remain with Kovaion Consulting India Private Limited. Customer may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service which Kovaion Consulting India Private Limited or its suppliers own. Customer agrees not to resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Kovaion Consulting India Private Limited. For greater certainty, the Kovaion Consulting India Private Limited Property is licensed and not “sold” to Customer.

Kovaion Consulting India Private Limited claims no intellectual property rights over the Content you upload or provide to the Service.

Customer acknowledges and agrees that Kovaion Consulting India Private Limited may store, use, reproduce, modify, and transfer to its subcontractors, Customer Data, including Personal Data, solely in connection with delivering the Services under this Agreement. Customer further acknowledges and agrees that Kovaion Consulting India Private Limited may store, use, reproduce, modify, and transfer data that is not related to an identified or identifiable natural person, including aggregated or de-identified data, without limitation, for its internal business purposes, including but not limited to such purposes as analytics, quality assurance, product and service improvement, and new product and service development. Customer agrees to cause any Administrative User, Customer’s Client, and Chat Participant to agree to the terms.

Customer Accounts. Upon Customer’s request, Kovaion Consulting India Private Limited will issue one or more administrator accounts (the “Administrator Accounts”) to Customer that provides Customer with the capability to create accounts for use by individuals who are an employee or contractor of Customer and that Customer wishes to allow to use the Services (“Administrative Users”). Customer will create accounts for Administrative Users through the Services. Customer agrees to promptly notify Kovaion Consulting India Private Limited of any unauthorized use of any Service accounts or any other known or suspected breach of security.

Acceptable Use Policy. Customer agrees that it will use the Services in compliance with the Kovaion Consulting India Private Limited's Acceptable Use Policy (“AUP”), which is hereby incorporated by reference and may be updated from time to time.

Kovaion Consulting India Private Limited enables the Services to interact with the WhatsApp application to send and receive messages. By using the Services, you agree to comply with WhatsApp’s applicable terms of service and privacy policy. You understand and agree that Kovaion Consulting India Private Limited is not responsible for WhatsApp’s services and has no control over its actions or omissions.

Customer will generally have access to Kovaion Intelligent Communication Platforms’s technical support from 10:00am to 5:00pm IST (GMT+5:30) on weekdays (other than holidays observed by Kovaion Consulting India Private Limited) through email support, or through the website using our chat widget, or by mailing us on support@kovaion.com

• Fees. Customer will pay to Kovaion Consulting India Private Limited the applicable fees described on the Kovaion Intelligent Communication Platform Website (the “Fees”) during the Term in accordance with the payment terms set out herein.

• Third Party Messaging Platform Fees. For greater clarity, Kovaion Intelligent Communication Platform’s Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Kovaion Consulting India private Limited, in which case Kovaion Consulting India Private Limited shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Messaging Platforms imposes special requirements on Kovaion Consulting India Private Limited beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Kovaion Consulting India Private Limited shall have the right to charge Customer for this additional service and Customer shall have the right to accept such charges or decline them and not use the associated channel.

Payment Terms:

• All Fees shall be in Indian Rupees.

• The Fees start immediately after you make the payment. The onboarding verification time is counted towards the subscription.

• One-time onboarding fee for WhatsApp Green Checkmark Verification is non-refundable. WhatsApp holds absolute discretion whether to grant Green Checkmark, that they verify Customer as an authentic, notable brand that owns the WhatsApp account. https://developers.facebook.com/docs/whatsapp/guides/display-name/

• Kovaion Consulting India Private Limited shall charge and invoice the Customer applicable Fees in accordance with our pricing schedule, in advance, by credit card, on the Effective Date and on every anniversary thereafter. Subscription Fees is charged on a pre-pay basis. and usage Fees is charged on a post-pay basis at the end of each month, and will cover the use of that variable messages fees for the previous month. All monthly & usage payments are non-refundable.

• There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

• Payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer.

• Disputed Invoices or Charges. If Customer in good faith disputes any portion of a Kovaion Consulting India Private Limited invoice or charge, Customer may provide a dispute notice to Kovaion Consulting India Private Limited with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice.

• Taxes. The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes or other governmental charges or expenses, including but not limited to value added tax, sales tax, consumption tax and similar taxes or duties as well as any current or future municipal, state, federal or provincial taxes, and Customer will pay, indemnify and hold harmless Kovaion Consulting India Private Limited from same, other than taxes based on the net income or profits of Kovaion Consulting India Private Limited.

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

• Amount. In no event will the total aggregate liability of Kovaion Consulting India Private Limited in connection with or under this agreement exceed the amount of fees paid by Customer in the prior 12 month period immediately preceding the event giving rise to the claim or $500 USD, whichever is the lesser. For greater certainty, the existence of one or more claims under this agreement will not increase this maximum liability amount. In no event will Kovaion Consulting India Private Limited's third-party suppliers have any liability arising out of or in any way connected to this agreement.

• Type. To the maximum extent permitted under applicable law, in no event will Kovaion Consulting India Private Limited be liable to Customer or any user for any: (i) special, exemplary, punitive, indirect, incidental or consequential damages, (ii) lost savings, profit, data, use, or goodwill; (iii) business interruption; (iv) any costs for the procurement of substitute products or services; (v) personal injury or death; or (vi) personal or property damage arising out of or in any way connected to this agreement, regardless of cause of action or the theory of liability, whether in contract, tort (including negligence, gross negligence, fundamental breach, breach of a fundamental term) or otherwise and even if notified in advance of the possibilities of such damages.

Kovaion Consulting India Private Limited makes no warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected. Kovaion Consulting India Private Limited and its affiliates are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the Service. Your sole remedy for dissatisfaction with the Service is to stop using the Service.

• Term. This Agreement will commence on the Effective Date and continue to be in effect until your subscription has been terminated in accordance with the terms Customer agreed to on the Kovaion Consulting India Private Limited website at the time of sign up (the "Term"). For greater certainty, if Customer has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the Kovaion Consulting India Private Limited Website.

• Termination For Convenience. Either Party may elect to terminate this Agreement and your subscription to Kovaion Consulting India Private Limited services as of the end of your then-current Term by providing notice on or prior to the date thirty (30) days preceding the end of such Term. For clarity, unless this Agreement and your subscription are so terminated, your subscription will renew for a Term equivalent in length to the then expiring Term.

Customer is responsible for properly canceling your Account. An email request to cancel your Account shall result in cancellation. Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Kovaion Consulting India Private Limited once your account is canceled. Please be aware of that. You can cancel at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month in which you discontinued service. You will not be charged again.

Kovaion Consulting India Private Limited will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service may be referred to appropriate law enforcement authorities. Kovaion Consulting India Private Limited shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

• Termination For Non-payment. Kovaion Consulting India Private Limited reserves the right to suspend Services if the Customer fails to timely pay any undisputed amounts due to Kovaion Consulting India Private Limited under this Agreement, but only after Kovaion Consulting India Private Limited notifies the Customer of such failure and such failure continues for thirty (30) calendar days after such notification. Suspension of Services shall not release the Customer of its payment obligations under this Agreement. Customer agrees that Kovaion Consulting India Private Limited shall not be liable to the Customer or to any third party for any liabilities, claims, or expenses arising from or relating to the suspension of the Services resulting from the Customer's non-payment unless Kovaion Consulting India Private Limited suspends the Services without giving the Customer 30 calendar-days written notice to rectify its failure to pay.

Termination will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Kovaion Consulting India Private Limited once your account is terminated. Please be aware of that.

Refunds and Termination Charges. No refunds or credits for Fees will be provided if you elect to terminate this Agreement prior to the end of your Term. If you terminate this Agreement prior to the end of your Term, or Kovaion Consulting India Private Limited effects such termination, in addition to other amounts you may owe Kovaion Consulting India Private Limited, you must immediately pay any then unpaid Fees associated with the remainder of your Term. This amount will not be payable by you in the event you terminate because of a material breach of this Agreement by Kovaion Consulting India Private Limited, if you provide advance notice of such breach to Kovaion Consulting India Private Limited and afford Kovaion Consulting India Private Limited not less than thirty (30) days to reasonably cure such breach.

Termination for Cause. A Party may terminate this Agreement for cause (a) upon thirty (30) days' written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If this Agreement is terminated by you in accordance with this section, Kovaion Consulting India Private Limited will, to the extent permitted by applicable law, refund you any prepaid fees covering the remainder of the Term after the effective date of termination. If this Agreement is terminated by Kovaion Consulting India Private Limited in accordance with this section, you will pay any unpaid fees covering the remainder of the Term. In no event will termination relieve you of your obligation to pay any fees payable to Kovaion Consulting India Private Limited for the period prior to the effective date of termination.