THE SERVICE PROVIDERS (DEFINED BELOW) ARE WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SOFTWARE (DEFINED BELOW) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE SERVICE AGREEMENT CAREFULLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN THE SERVICE PROVIDERS ARE UNWILLING TO GRANT YOU RIGHTS TO ACCESS AND USE THE SOFTWARE.

1. Agreement:

1.1 This Agreement between you and the Service Provider consists of this Terms of Service Agreement.

1.2 This Agreement between you and the Service Providers is also subject to their respective Privacy Policies. These can be viewed at their websites. The Primary. Service Provider's Privacy Policy can be viewed at www.sellerpax.com

2. Software: Software consist of Sellerpax software, rule-based, Business Execution Software, Sellerpax strategy center that the Backend Services Provider provides through its website. We reserve the right to update and modify the Services from time to time.

3. Use and Restrictions: Subject to the terms and conditions of this Agreement, you may access and use the Software only through the login protocols provided to you, but only for your own internal purposes. All rights not expressly granted in this Agreement are reserved by the Service Providers and their licensors.

3.1 You will be granted authorized login protocols for the Software, and you agree not to use the Software in excess of your authorized login protocols. You agree not to access (or attempt to access) the Software by any means other than through the login protocols we provide. You agree not to access (or attempt to access) the Software through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on the Software.

3.2 You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the Software or content; (ii) modify or make derivative works based upon the Software or content; (iii) "frame" or "mirror" the Software or content on any other server or Internet-enabled device, or (iv) reverse engineer, decompile the Software or their enabling software for any purpose.

4. Ownership: The software and technology used by the Primary Service Provider to generate and provide the Software are protected by law, including, but not limited to, Indian copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by the Primary Service Provider and/or others. Except for the limited rights granted herein, all other rights are reserved.

5. Termination: You agree that we may terminate your account and access to the Software for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Software, and (ii) deletion of your login protocols. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Software and/or data that you lose access too.

6. Your Account-Related Responsibilities: You are responsible for maintaining the confidentiality of your login protocols, and any additional information that we may provide regarding accessing the Software. If you knowingly share your login protocols with another person who is not authorized to use the Software, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login protocols or any other breach of security.

7. Registration Data: Registration is required for you to establish an account at the Software. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by our online registration form ("Registration Data"), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in its sole discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

8. Monitoring: We reserve the right to monitor your access and use of the Software without notification to you.

9. Security: You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Software, the Service Provider shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from the failure of Service Provider to perform the forgoing obligations, the parties agree that Service Provider shall not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Service Provider at the time. Service Provider will promptly report to you any unauthorized access to your data promptly upon discovery by Service Provider, and Service Provider will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.

10. Customer Data: The Services shall be operated in an environment where (i) all Customer Data shall be stored on files totally separate from those of other customers of Sellerpax, or (ii) all files containing Customer Data are partitioned sufficient to protect the security and privacy of Customer Data.

11. Subscription Term, Fees:

11.1 Subscription Term: The initial term of this web service shall commence as of the Effective Date hereof and shall continue for a period of 1 month, unless specified otherwise. The initial term hereof shall automatically renew for successive 1 month unless either party notifies the other in writing not less than 3 days prior to the expiration of the current term of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided herein. Either party may choose not to renew this Agreement without cause for any reason.

11.2 Subscription Fees and Payment Terms: The periodic subscription fees shall be payable on an monthly basis, in advance. Periodic subscription fee payments shall be as per the rate on Sellerpax' website www.sellerpax.com at period commencement whether that be the initial term or renewal period. The subscription fee will be calculated based on the chosen plan.

11.3 Fee Increases: Sellerpax may increase periodic subscription fees at any time with sixty (30) days prior notice to Customer.

11.4 Termination For Cause: If either party fails to comply with any of the material terms and conditions of this Agreement, including without limitation the payment of any subscription fee to Sellerpax under this Agreement, the non-defaulting party may terminate this Agreement and any and all license rights upon fifteen (15) days' written notice to the defaulting party specifying any such breach, unless within the period of such notice, all breaches specified therein shall have been remedied

12. Taxes: All fees are exclusive of taxes or duties. If Sellerpax is required to pay or collect any federal, state, local, value added, GST tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on Sellerpax' net income, then such taxes and/or duties shall be billed to and paid by Customer immediately upon receipt of Sellerpax' invoice and supporting documentation for the taxes or duties charged.

13. Intellectual Property Indemnity

. Except for third party software including without limitation open source software, Sellerpax will indemnify, defend and hold harmless Customer and its Affiliates from and against any lawsuit, liabilities, loss, cost or expense arising out of a third-party claim made against Customer that the Sellerpax Technology or Services infringe on any U.S. intellectual property right of a third party; provided, however, that Sellerpax is notified in writing of such claim promptly after such claim is made upon Customer. Sellerpax shall have the right to control any defense of the claim. In no event shall Customer settle any such claim without Sellerpax' prior written approval. Sellerpax shall have no liability or obligation if the claim arises from (i) any alteration or modification to the Sellerpax Technology or Services other than by Sellerpax, (ii) any combination of the Sellerpax Technology or Services by Customer with other programs or data not furnished by Sellerpax, or (iii) any use by Customer of the Sellerpax Technology or Services that is prohibited by this Agreement or otherwise outside the scope of use for which the Sellerpax Technology or Services are intended.

14. Options for Infringement Claims

. If any party is enjoined from using the Sellerpax Technology, or if Sellerpax believes that the Sellerpax Technology may become the subject of a claim of intellectual property infringement, Sellerpax, at its option and expense, may: (i) procure the right for Customer to continue to use the Services; (ii) replace or modify the Sellerpax Technology so as to make it non-infringing; provided, however, that the Services continue to conform to the descriptions and/or specifications provided in the applicable Purchase Order; or (iii) terminate this Agreement, in which case Sellerpax shall refund to Customer any and all subscription fees paid in advance by Customer for those Services not provided by Sellerpax and provide, at Customer's request and free of charge, the Customer raw Data fed by the customer excluding all the formulae, algorithm, calculations and any output data. The raw data will be in excel format only. This Section and the preceding Section sets forth the entire liability of Sellerpax to Customer for any infringement by the Sellerpax Technology or Services of any intellectual property right of any third party. Not withstanding the foregoing, this Section does not apply to third party software including without limitation open source software.

15. Termination by Sellerpax for End of Life: Sellerpax intends to continue to provide and support the Services for the term of this agreement; provided, however, if, Sellerpax determines in its sole discretion that it is no longer feasible to support the Services, Sellerpax may terminate this Agreement for end of life at any time by providing one hundred eighty (180) days written notice to Customer.

16. Limitation of Liability: IN NO EVENT SHALL THE SERVICE PROVIDER AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Force Majeure: We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

18. Survival. Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof, such clauses to include, without limitation, the following: Warranty Disclaimers, Limitation of Liability, Confidential Information, Security, Notices, Arbitration, Applicable Law, Jurisdiction and Venue, Severability, Force Majeure, and Miscellaneous.

19. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language