Cloud Infrastructure Support Plans

1. Services

Neev shall provide to Customer the Cloud Services more completely described in Infra Plan selected. Neev shall provide these services by using the infrastructure of Amazon Web Services (aws.amazon.com) or other cloud infra provider. Customer accepts and agrees to abide by the terms and conditions as listed in agreements of the respective cloud infrastructure providers. The activities involved as a part of this service are indicated in the infra support plan selected. The scope of this agreement will not cover: 1. Application support 2. Migration These will be executed at customer’s end.

2. Fees

The Fees comprise of 2 components namely a one-time setup and a fee towards managing and monitoring (manageability fee)

3. Term and Termination

(a) This agreement shall be effective from the even date and will continue until terminated by either party pursuant to the procedures set forth in this Section. The service shall be made operational from the date as mentioned above.

(b) Customer may terminate this Agreement for material breach, effective on 1 month written notice specifying the nature of the breach, provided this Agreement will not terminate if Neev cures the breach before the effective date of termination. Customer may also terminate this Agreement for convenience by making such termination request in writing 1 month in advance of the termination date.

(c) Neev may terminate/suspend the Service, any portion thereof, or this Agreement for material breach, including without limitation any breach of the provisions of the Acceptable Use Policy (AUP) or of the payment obligations set forth in Section 2, with a one month advance notice.

4. Service Levels & Remedies

The services shall be provided to meet or exceed the SLAs as mentioned in the Annexure. In case there is a shortfall in fulfilment of these SLAs during a specific period, Neev agrees to provide credit points to be offset against the future billing for the services. Neev will not be liable for Service interruptions or any other Service failures except as specifically set forth in the SLA Parameters listed in Annexure. In the event of system failure: (i) Neev will make reasonable efforts to recover lost data, upon Customer’s request, but data-recovery is not guaranteed; and (ii) Neev will provide such credits as are required by the SLA (if any). In the event that Customer is dissatisfied with the Service, Customer’s sole remedies are those listed in the SLA and in this Section, or termination of this Agreement as authorized pursuant to Section 3 above. Remedies listed in the SLA do not apply to any Service interruption authorized pursuant to Section 5 or any other provision of this Agreement and Neev will not be liable for any such interruption.

5. Maintenance & Security

(a) Neev may interrupt Service to perform maintenance on Neev managed infrastructure to address and/or mitigate the effects of security breaches, virus attacks, denial of service attacks, and other intentional interferences by third parties. Neev will exercise reasonable efforts to inform Customer before interrupting Service and to repair the Service promptly.

(b) Customer is responsible for maintaining security and for maintaining patches and disaster recovery systems, except to the extent Neev specifically accepts such responsibility by listing such service features in the plan chosen (subject to the limitations of liability in Section 8 and elsewhere in this Agreement). Whether or not service offered calls on Neev to maintain back-ups, Customer will keep a back-up copy of all data hosted by Neev. Customer will promptly report any Service failure to Neev via the online ticketing system. Neev is not responsible for providing physical access to or copies of software, data, or content stored on Neev managed equipment under any circumstances.

6. Backup and Restoration/Recovery

Neev will enable backups of customer-specified folders and databases as per the backup schedule described in infra plan. Backups will be taken to a storage location provided by Amazon Web Services. Neev does not provide any assurances with regard to the availability, reliability or integrity of the backups. A ticket can be raised on Neev in case any backups are found missing and Neev shall fix the backup procedure and resume the backup procedure.

Customers are advised to put their own procedures to further copy, store, and validate integrity and restoration from these backup versions. Any further steps of using these backups towards recovering and restoration of database, code etc. are entirely customer's choice and responsibility. In case of any server crash or loss of server instance, Neev's responsibility would be to recover/re-provision the server instance with the agreed technical stack as was done at the time of original provisioning.

7. Privacy Policy

(a) Neev is not responsible for use or misuse of data by any third party, including without limitation providers of Third Party Products and Services, the operator of any website linked to Neev’s website, or any Neev customer, even if Neev hosts such customer’s Website.

(b) Customer will employ reasonable security precautions in its use of the Service, including without limitation encryption of social security numbers, medical records, and information of similar sensitivity belonging to Customer or to its customers or users.

8. Warranties, Disclaimers, & Limitations of Liability

(a) NEEV MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Neev does not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. The Service is provided with no warranties regarding security, reliability, protection from attacks, data integrity, or data availability (including without limitation data integrity or availability related to cloud storage features of the Service). Except to the extent specifically provided in the SLA, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. No communication between Customer and Neev will create a warranty or in any way alter or restrict any disclaimer of warranty or limitation of liability set forth in this Section or elsewhere in this Agreement. As used in the previous sentence, “communication” include, without limitation, marketing materials and representations of salespeople, advice provided by Neev or any of its representatives, quotes, Customer’s Signup, and any work order or other ordering document.

(b) NEEV WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NEEV’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TOWARDS NEEV’S CLOUD SERVICES FOR 1 MONTH PRECEDING THE DATE ON WHICH CLAIM FOR ANY SUCH DAMAGES IS MADE.

9. Indemnity

Customer and Neev will mutually defend, indemnify, and hold harmless the other party (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from a claim by any third party, arising out of or related to the Party’s use of, misuse of, or failure to provide or use the Service ; including without limitation: (a) alleged conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other Acceptable Use Policy (AUP) violations; (b) security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to Customer, to one of Customer’s customers, or to other third parties); and (c) any action taken by either Party as part of an investigation into a suspected violation of this Agreement by the other Party, or as a result of its conclusion that a violation has occurred;. Such indemnifying party’s obligation includes payment of losses, expenses, damages, judgements, settlements, and costs, including without limitation attorneys’ fees.

10. Full Description of Terms and Conditions

Many of the terms and conditions listed here are further detailed along with any additional terms and conditions, as may be included from time to time, at Neev’s website http://cloud.neevtech.com. Customer, hereby, confirms having read and agreed to the same. This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter. For the avoidance of doubt, in the event of any conflict between the Cloud Services Detailed Terms and Conditions” at Neev’s website, the provisions of this Agreement shall prevail.

11. Ownership

Neev agrees that ownership of all content, applications, and data, including without limitation all customer information and transactional information, hosted on the cloud servers, vests with Customer, and Neev shall have no claim over such information. This Agreement does not grant any license, or right to use by any other manner, of any Customer information, by Neev, except as necessary for providing Services under this Agreement.

In order to provide these Services, Neev shall be provided Customer’s AWS account login credentials and access to Customer’s account with AWS, and Neev undertakes that any changes to the Customers AWS account, at any time shall always be with the written consent of the Customer. Neev shall also ensure that any changes made by Neev to the Customer’s AWS account credentials for the purpose of maintaining security shall always be informed immediately to the Customer’s authorised personnel. Neev undertakes that at no point in time, during the Term of this Agreement, or after termination, it shall in any withhold, restrict or in any way hinder access by Customer’s authorised personnel, to the Customer’s AWS account.

In the event of termination of this Agreement, Neev undertakes that it shall communicate in writing, the then current AWS login credentials to the Customers authorised personnel, and shall immediately cease to use the Customer’s AWS login credentials to access the Customers AWS account.

For the purpose of this clause, the Customer’s authorised personnel shall be the Chief Executive Officer, and Vice President – Technology.

12. Confidentiality

All Customer content, applications, data including without limitation all customer information and transactional information, hosted on the cloud servers, constitute Customer’s confidential information, and Neev agrees to execute a Non-Disclosure agreement with the Customer, simultaneous to the execution of this Agreement

Neev agrees that Customer shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants as such court deems appropriate.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date indicated above.

Annexure: Support Mechanism & Escalation Matrix

Below is the definition of the Issues that would be encountered and their priorities:

The following SLA will be adhered to by Neev:

Business hours/days is Monday through Friday, 10am to 7pm, excluding holiday. Tickets must be filed by the customer with appropriate priority in Support ticketing system. The SLA will be active post the first 30 days of ramp-up time from the start date of the service to allow for a better understanding of the app context and building the tooling. The SLA will be adhered to on a best-effort basis during the 30 day ramp-up period. Neev will ensure that there are no more than two SLA deviations per quarter.

Below is the escalation procedure for a Customer's concerns, questions, etc. If for any reason, a Customer feels that a problem is not being given the appropriate attention or priority, the following Cloud Services personnel can be contacted in the order below. To ensure proper response, please provide references of emails / ticket numbers at the time of escalation to the next level personnel including all details of previous communication on the issue.

Customer has to provide Neev with the names / numbers of contact persons and backups to contact in the case of critical issues. Customer to also provide any necessary information required for resolving a critical issue within a period of 15 minutes.

Following will be the escalation path for issues:

Customer Logs Ticket -> Neev Responds as per SLA -> Contact Level 2 -> Contact Level 3

For any grievances or complaints related to the service, please email Level 4.