Channel Partnership Program

We believe we all need to join hands and grow together. We act as a technical back office and you be the face for the customer.

Let us make it simple for you!

The program is designed to focus on your growth because unless you get paid, we do not get paid. You are the face to your customers and we are your extended backend team.

  • We bill you, you bill your customer.
  • We have a fixed hourly billing based on the effort we spend on the project for you. You can have whatever rates you feel comfortable with.
  • We work as an extension to you team and follow your working calendar.
  • We would recommend you follow same billing cycle as our but we never force you to.
  • We list you on our website for that region so that you can get this extended visiblity for services you can offer.
  • We will share the leads with you if they belong to your area of service.
  • Invitation to free training sessions, seminars & events.
  • Help to setup your own SaaS portal with a bouquet of web apps.


Partner Terms & Conditions

This Partner Terms and Conditions ("Partner T&C") is a part of the "Dexciss Non-Exclusive Partnership Agreement" or "Partnership Agreement" executed between Dexciss Technology & the Partner. These Partner Terms and Conditions, along with a duly executed "Partnership Engagement Model" & Dexciss Non-Exclusive Partnership Agreement is collectively referred to as the "Agreement" (collectively "Agreement").

Capitalized terms used but not defined in this Partner T&C shall have the meaning assigned to them in the Partnership Agreement.

1.1. In order to promote mutual business, Dexciss may provide certain information regarding potential customers to Partner. Partner will promptly contact potential customers and update the status of the potential customers provided by Dexciss: (i) on the Dexciss Partner Portal (as provided below); and (ii) upon request by Partner on email.

1.2. No Harm

a. The Partner shall use commercially reasonable efforts to advertise, promote, offerand sublicense the Services in the Territory in a manner authorized by Dexciss and which does not harm or damage the reputation of Dexciss, it's Products, or the Services.

b. The Partner shall not, directly or indirectly, advertise, promote, offer, sublicense orprovide any Services to any part of the Territory where such an act is at such time prohibited by any applicable laws or regulations.

c. The Partner shall, at its own expense, obtain all registrations, licenses, and permitsrequired under any and all applicable laws to perform its obligations and duties, and to take benefit of its rights. The Partner agrees not to engage in any conduct which would cause Dexciss to be in violation of any laws of any jurisdiction.

1.3 Marketing and Promotional Material

a. Subject to Partnerʼs compliance with the terms of the Agreement, Dexciss herebygrants to Partner a non-exclusive, non-transferable and revocable right to advertise, promote, offer and sublicense the Services in the Territory on the terms, and subject to the conditions set out in the Agreement.

b. The Partner may create, modify and distribute promotional materials for theServices, provided that such promotional materials must: (i) contain Dexcissʼs and OEMʼs logo, identifying marks and patent markings as provided by Dexciss to Partner from time to time (collectively, "Licensed Marks"); and (ii) comply with the Trademark Use Policy under Section 1.1.11 of the Partnership Agreement.

c. The Partner hereby agrees that Dexciss shall retain all right and title to all copyrights,trademarks, or other intellectual property contained in marketing\ material(s) relating to the Services, whether such material is provided by Dexciss to Partner, or created all or in part by (or on behalf of) the Partner.

d. Upon written notice to Partner, Dexciss may, from time to time at its sole discretion,elect to (i) discontinue any Licensed Marks and/or (ii) replace any Licensed Marks with or use new or different trademarks or service marks ("New Marks"). Older marks shall continue to be Dexcissʼs intellectual property, but the Partner must discontinue their use in marketing and promotional materials.

e. At all times, the Partner undertakes to use the Licensed Marks in the Territory only inaccordance with such quality standards and specifications agreed from time to time with Dexciss as per the Trademark Use Policy. Failure to comply with the quality control standards and specifications shall be considered a material breach of the Agreement.

f. The Partner undertakes, in relation to its use of the Licensed Marks, that (i) it shall notchange or modify the Licensed Marks, or create any design variation in the Licensed Marks; (ii) it shall not join any name, mark or logo with the Licensed Marks so as to form a composite trade name or mark; (iii) it shall not use the Licensed Marks in any manner that reflects improperly upon the Licensed Marks; and (iv) it shall not use any other mark that is confusingly similar to the Licensed Marks.

g. The Partner hereby agrees to use promotional materials in an effective manner to promote the distribution and marketing of the Services.

1.4. Resources

a. Partner shall ensure that all of its employees who are responsible for the marketing, sales, and technical support services for the Services have proper skill, training, and background, to enable them to provide these services in a competent and professional manner, including ensuring relevant employees complete all training programs.

b. The Partner shall be responsible for all expenses incurred by it in relation to the sub-licensing, distribution, and marketing of the Services.

c. The Partner shall ensure that Partner Personnel: (i) conduct themselves in a professional manner in support of Dexcissʼs policies, products, and business reputation; (ii) make no misleading or false representations regarding Services; and (iii) adopt no sales methods and make no representations with reference to the Services that are contrary to Dexcissʼs policies which may be notified by Dexciss to the Partner from time to time.

1.5. Training and Technical Information

Dexciss shall, if considered necessary, provide the Partner, and / or the Partner\Personnel with such training in the use of the Services, as Dexciss considers necessary to enable the Partner or the Partner Personnel to promote or provide the Services. Dexciss however does not warrant that training or information provided pursuant to this clause will be sufficient to enable the Partner and / or the Partner Personnel to adequately respond to all queries or concerns raised by a Customer. The Partner acknowledges its responsibility to refer to Dexciss, as necessary, queries or concerns raised or expressed by a Customer which the Partner is unable to answer. An additional charge may be payable by the Partner in respect of the training provided by Dexciss or the preparation or presentation of information by Dexciss.

1.6. Description of Services

The Partner shall, neither orally nor in writing, describe any Service in any manner contrary to the descriptions contained in catalogues, advertisement, promotion materials and information furnished by Dexciss to the Partner. The Partner shall ensure that no Partner Personnel makes any oral or written representation or warranty regarding the Services except for standard warranties offered by the Partner which are in effect at the time of sale. The Partner shall ensure that no Partner Personnel makes any oral or written representation or warranty from Dexciss to Customer except as explicitly agreed upon otherwise by Dexciss in writing. It is also agreed to by the Partner that if any oral or written representation or warranty is given to the customers without explicit written consent from Dexciss, the responsibility of performance of such oral or written representation or warranty shall not be the liability of Dexciss. To the extent permitted under applicable laws and unless otherwise expressly notified by Dexciss to the Partner in writing, Dexciss makes no warranties, whether expressed or implied, with respect to the Services.

1.7. Business Integrity Principles

1.7.1. [Compliance with Laws:]{.ul} Each Party will conduct its respective business activities under the Agreement in full compliance with all applicable laws.

1.7.2. [Business Conduct.]{.ul} Each Party must: (a) conduct its business activities with integrity; (b) comply with anti-corruption laws and other laws prohibiting bribery, corruption, inaccurate books and records, inadequate internal controls, and money-laundering; (c) ensure that none of its personnel and representatives directly or indirectly pays or offers to pay anything of value (including gifts, travel, hospitality, charitable donations, or employment) to any candidate for political office or to any official or employee (including elected officials or any private person acting on behalf of a public sector entity) of any governmental entity, public international organization, or political party, to improperly influence any act or decision of such person for the purpose of promoting the business interests of either Party ; (d)> refrain from making any unauthorized representation or commitment on behalf of the other Party ; (e) ensure that all communications to its customers and to the other Party are complete, truthful, accurate, not misleading, and include any required disclosures; and (f) refrain from retaliating against anyone who has, in good faith, reported a possible violation of the foregoing commitments.

1.7.3. [Privacy and Data Security:]{.ul} With respect to any Personal Data transferred under the Agreement, Partner and Dexciss agree that both Partner and Dexciss are data controllers of the Personal Data that each Party independently processes for its own purposes. Without limiting the foregoing, each Party will:

i. comply with the obligations imposed on it under applicable Data Protection Laws in the Territory;

ii. provide prominent notice of its privacy practices to Data Subjects and maintainprominent link to an online privacy policy on each page of its website and/or in a reasonable location within its application and will ensure that each notice and policy complies with the Agreement and applicable data protection laws;

iii. upon termination of the Agreement, delete or return to the other all copies of Personal Data provided by the other Party except to the extent that such Party has the right or obligation under applicable data protection laws to retain Personal Data after termination; and

iv. refrain from transmitting unsolicited commercial communications in anymanner that would violate applicable laws or that would associate either Party with the other in an unauthorized manner.

1.8. Application Programming Interfaces

1.8.1. Upon request, Dexciss may provide APIs to Partner to programmatically interact with the Service. The provision and availability of such APIs may be subject to additional terms, including but not limited to payment of money by Partner to Dexciss, and/or remuneration sharing between the Parties.

1.8.2. If Dexciss agrees to provide access to such APIs to Partner, Partner may, in offering the Services, use such APIs in order to offer add-on services for the benefit of its Customers.

1.8.3. Partner shall not programmatically interact with the Service other than through the use of APIs provided by Dexciss.

1.8.4. Partner shall not use an API for any purpose other than purposes explicitly permitted by Dexciss for such API. Partner shall not modify the Service or attempt to use any API to bypass any limit placed upon Partnerʼs or Customerʼs use of the Service. Partner shall not permit or provide the ability to Customers to use any API to bypass any limit placed upon the use of the Service by such Customer.

1.8.5. Dexciss may in its sole discretion, but shall have no obligation to, impose technical and non-technical limits on the use of APIs, including but not limited to number of requests and/or responses, content of requests and/or responses, length of a request and/or response, connection protocol, and authentication requirements. 1.8.6. Partner shall ensure that the APIs are not used in a manner that violates any provision of the Agreement.

1.9. Audit

The Partner will, upon reasonable notice and at the Partnerʼs expense, permit officers, employees and representatives of Dexciss to access Partnerʼs premises, books, records, documents, equipment and other property relevant to the performance of the\ Agreement. Such access includes, but is not limited to, access for the purpose of liaison, reporting and inspection and for verification of compliance by the Partner and Partner Personnel with their obligations under the Agreement, as well as their likely capacity to continue to comply with their obligations in the future. Without limiting the foregoing, such audits may include, but need not be limited to, (a) invoices and receipts; (b) accounts for payment; (c) security and administration practices and facilities; (d) proof of Customer consent to Partner-Customer Agreement; (e) records of trainings; and (f) any other material relevant to determining the past and future effectiveness and viability of the Agreement and/or the discharge by the Partner of its obligations under the Agreement\

1.10 Business Planning

Partner shall provide Dexciss with a quarterly sales forecast and mutually agreed set of pre-sales activities for the purpose of business planning.

1.11. Partner Portal

Based on the applicable partnership level provided in Annexure B, the Partner will be granted access by Dexciss to a partner portal ("Dexciss Partner Portal"). The Partner must use and update all mandatory information on the partner portal from time to time.

1.12. Lead Registration

Partners must provide the details of the prospects they are in contact with. The Partner must submit the information required on the Dexciss Partner Portal defined in Section 1.11. of the Partner T&C.

1.13. Partner Evaluation

a. Partner Evaluation shall be conducted by Dexciss of the Partners and shall becompleted by the Partner within 90 days from the Effective Date of this Agreement

b. In an event of failure on the part of the Partner to complete the Partner Evaluation within the Stipulated time the Partner shall be suspended till the time the Partner completes the Evaluations and and shall be delisted from the non-completion, Dexciss shall assess the circumstances of non-completion of the evaluations and provide an extension to the Partner accordingly.

+------------------------------------------------------------+--------+ | > c. In case the delay is supported with a substantial | > such | | > reason justifying | | +------------------------------------------------------------+--------+

d. In the unlikely event that the Partner is unable to complete the evaluations evenwith the extension given by Dexciss, in such cases, Dexciss shall be suspending the Partner in the form of delisting the Partner from the

e. Once the Partner completes their evaluation, Dexciss shall award a "Partner Certified" certificate to the Partner.

2.1 Additional Terms and Conditions

2.1.1. Partner may provide its own value added services in the Territory, combining Services with other products or services for its customers, independently at its own price. Pricing, scope and strategy for offering and/or providing Enterprise Services shall be discussed and must be agreed in advance by both parties for each Customer as per such Customerʼs requirements.

2.1.2. Partner shall not offer to the Customer or any other third-party, any Dexciss product or service, other than Services agreed upon, without written consent from Dexciss. If a Partner enters into any agreement with the Customers or other partners for the provision of any product or service other than Services agreed, Dexciss shall not be liable to deliver or provide such product or service.

2.2 Partner-Customer Agreement

a. All prospective customers must be registered in accordance with Section 1.12 above. Dexciss reserves the right to reject or refuse permission to the Partner for the sale, sublicensing or provision of any Service to such prospective customer.

b. Any resale of the service by Partner to Customer shall be regulated as per the agreement and shall be subject to an agreement between Partner and the Customer ("Partner-Customer Agreement") that shall specify at least the following: (i) existence and applicability of the ERPNext Terms of Use and ERPNext Privacy Policy along with a link to the and ; (ii) that use of the Service(s) is subject to the Dexciss Terms of Use; (iii) that the Customer has read, understood and agrees to the Dexciss Terms of Use; (iv) prohibit the creation of an adaptation of any product or Service; (v) that Dexciss reserves the right to refuse Service to any Customer for any reason; (vi) that in case of termination of the relationship between Dexciss and Partner under the Agreement, Customer may, within 30 days of termination of the Agreement, choose to continue using their account with direct payments to Dexciss under Dexciss Terms of Use; and (vii) that the Customer may be contacted by Dexciss in accordance with Section 2.2(h) below.

c. A Customer that has not agreed to the Partner-Customer Agreement, or that has not been approved by Dexciss, is referred to below as an "Unauthorized Customer".

d. The Partner must maintain accurate records of the Partner-Customer Agreement,along with sufficient proof of acceptance of the Partner-Customer Agreement by each Customer. The Partner must obtain an approval from Dexciss prior to using new or modified Partner-Customer Agreements. Such an approval may be provided for a standardized format that may be used by a Partner for all or multiple Customers.

e. In case of Partnerʼs failure to demonstrate sufficient proof of acceptance of the Dexciss Terms of Use by any Customer: (i) Dexciss may terminate the Agreement; (ii) Dexciss may terminate such Customerʼs account and access to the Services; and/or (iii) Dexciss may recover from the Partner losses and/or damages caused to Dexciss, its personnel and/or its affiliates as a result of such Unauthorized Customer.

f. Dexciss shall have the same unrestricted rights and access as granted by a Customer to the Partner, to all data arising from or in the course of any use by the Partner or any Customer of any Service (including in relation to and arising from any sub-licenses or services provided pursuant to any Partner-Customer Agreement). Where required by applicable law, the Partner shall obtain the consent of any relevant party for the grant of such right to Dexciss.

g. In case of termination or expiry of the Agreement, insolvency of Partner, or any othersituation where Partner is unable to continue providing its services to Customers, Dexciss shall have the right to contact any or all such Customers to provide them information and/or options to continue obtaining Services directly from Dexciss under an existing or new agreement between Dexciss and such Customer(s).

2.3 Reporting and Records

a. The Partner shall submit quarterly market reports for the Territory, in a format mutually agreed upon between the parties. Such reports must include at least the following: detailed information regarding market conditions, Customer contact reports, forecasts, User Data, and specific information or updates as may be requested by Dexciss.

b. The Partner shall, without undue delay, submit proof of acceptance of all Partner-Customer Agreements by each Customer to Dexciss upon its acceptance by such Customer.

c. The Partner undertakes and agrees to keep true and accurate records and books ofaccount containing all data relating to the Services. Dexciss shall have access to all such records and books of account for the purpose of verifying any amounts payable to Dexciss hereunder upon ten Business Daysʼ advance notice no more than once per calendar year unless, in Dexcissʼs sole discretion, consistent discrepancies require quarterly reviews. Where there is a difference of 10% or more between the amount paid by the Partner to Dexciss and the actual fees payable by the Partner to Dexciss as determined pursuant to such verification process, the costs of such verification process shall be borne entirely by Partner.

Authorized Signatures:- Partner may assent to this Agreement by (i) electronically signing the document via a Dexciss acceptable electronic signature tool and emailing to the email address identified in (a) below, or (ii) signing a physical copy of this Agreement and forwarding ALL pages of the signed Agreement via (a) email to (please mention the email id), along with a physical copy of the signed Agreement sent to "Attn: Dexciss Legal, Solitaire Business Hub, Office# 308-311, Kaspate Vasti Maind Road, Wakad, Pune, India". Dexciss will countersign the Agreement and send a copy to the Partner registered email address provided.


Partner Engagement Model

This Partner Engagement Model (“Partner Engagement Model”) is a part of the “Dexciss Non-Exclusive Partnership Agreement” or “Partnership Agreement” executed between Dexciss &the Partner. This Partner Engagement Model, along with a duly executed “Partner Terms and Conditions” & Dexciss Non-Exclusive Partnership Agreement is collectively referred to as the “Agreement” (collectively “Agreement”). Capitalized terms used but not defined in this Partner Engagement Model shall have the meaning assigned to them in the Partnership Agreement.

1) Open-source products like ERPNext, Odoo, Frepple, n8n, Nextcloud, Mattermost and others based on the customer's requirement.

2) Hosting on for any of the products and services from the list of supported open source products.

3) Dexciss shall be assisting Partner in delivering Enterprise Services on a case to case basis.

“Enterprise Services” means services offered by Dexciss include but are not limited to Server management, All modules, Support & enterprise onboarding.

Your city/County with a radius of 50 Km / 20 Miles is your territory based on your registered business address.

At the time of execution of the Agreement, the Partner agrees to enroll for the following Partnership Program :


The Dexciss Partner Program consists of three types of partnerships:

1) ROOKIE PARTNERS can be an individual or a B2B Software consulting organization with particular specialization. They must have past experience of selling software solutions to enterprises of varied sizes.

2) MAESTRO PARTNERS are highly trained and committed to Dexciss & it's open source offerings, practice and delivering value to our customers. These are legitimate organizations with a proven track recrod of selling B2B software solutions to enterprises of Medium to Medium-Large scales.

Upon 30 daysʼ written notice to Dexciss prior to the date of renewal of the Agreement, and subject to the criteria specified for Partnership Plans below, the Partner may choose a Partnership Plan for the renewal term that is different from the then-current Partnership Plan. The following table contains the partnership thresholds / partnership criteria, that must be met by the Partner to renew the Agreement and to progress or be demoted among various partner tiers:

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The following table shows the partner benefits under this Agreement.

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A. Upon successful Partner Registration, the partner shall select the Partnership Tier he wants to enroll into. If the chosen Tier is MAESTRO, the partner shall be tracked against the minimum agreed sales revenue amount. There will be quarterly reviews done and if the target (equally divided into 4 quarters in a calendar year) is not met, then the short fall will have to be paid to Dexciss which will be credited at the end of the caledar year if the yearly target is met. The refund will be initiated in terms of credit note issues to the Partner.

B. Payment to Dexciss shall be made through wire transfer which includes any medium like Paypal, etc. Any fee or charges incurred for the payment processing using the medium select by the customer has to be bourne by the Partner himself.

C. Payment shall be made in equivalent USD amount as per the rates prevalent at the time of transfer.

D. Payment shall be made to the Dexciss Bank Account agreed at the time of Partnership Agreement.

E. Partner shall not be entitled for any benefits or commission if the customer, who has never connect through the Partner (based on lead information shared on Dexciss Portal already), chooses to subscribe to products or services directly with Dexciss Technology themselves.

F. Credits are non-refundable, and cannot be returned or redeemed for any currency, form or other benefits.

(a)Part A – Level 1 Service Support

This is the initial support level responsible for basic Customer issues which will be provided by Partner.It is synonymous with first-line support,level1support,front-end support, support line 1, and various other headings denoting basic level technical support functions. This includes troubleshooting methods such as verifying physical layer issues, resolving username and password problems, uninstalling / reinstalling basic software applications, verification of proper hardware and software set up, and assistance with navigating around application menus. This may or may not includes customizations in the form of custom fields,JSscripts,server scripts that are created / written for the client. Partner will be the first point of contact for the Customer. This also includes all issues reported for the application being deployed at customer site / cloud. Partner will be responsible for resolving functional queries of the Customers as part ofL1service support.Functional support and functional queries include support requests, or other similar communications from Customers regarding product functions, features, usage, installation, set-up, and configuration.

(b)Part B – Level 2 Service Support

These queries will be classified as L2 by Dexciss and will be resolved by Dexciss support. This is a more in-depth technical support level than Level 1 and will be provided by Dexciss. It is synonymous with level 2 support, support line 2, administrative level support, and various other headings denoting advanced technical troubleshooting and analysis methods. Technicians of Dexciss will be responsible for assisting Partner personnel in solving basic technical problems and for investigating elevated issues by confirming the validity of the problem and seeking for known solutions related to these more complex issues. L2 support can be availed by the Partner directly only over the Dexciss Partner portal. L2 support will be provided by Dexciss for only those accounts which have a valid direct support contract with Dexciss.

Authorized Signatures:- Partner may assent to this Agreement by (i) electronically signing the document via a Dexciss acceptable electronic signature tool and emailing to the email address identified in (a) below, or (ii) signing a physical copy of this Agreement and forwarding ALL pages of the signed Agreement via (a) email to (please mention the email id), along with a physical copy of the signed Agreement sent to “Attn: Dexciss Legal, Solitaire Business Hub, Office$ 308 - 311, 3rd Floor, Kalewadi Phata, Pune, India {411057}”. Dexciss will countersign the Agreement and send a copy to the Partner registered email address provided.

Dexciss Non-Exclusive Partnership Agreement

This Agreement (hereinafter referred to as "Partnership Agreement") is executed on ___________________(“Effective Date”). This Partnership Agreement, along with a duly executed “Partnership Engagement Model” & “Partnership Terms & Conditions” is collectively referred to as the “Agreement” (collectively “Agreement”).

By and Between:

Dexciss Technology Pvt. Ltd. (India) and/or Dexciss Technology, LLC (USA/Worldwide), a company incorporated in India and USA (respectively), with its registered office at 169, Kalindi Kunj, Ring Road, Indore (MP), India [452001] (hereinafter referred to as “Dexciss”, which term shall, unless repugnant to the context or meaning thereof, mean and include its assignees, affiliates, subsidiaries, associates, administrators and successors) of the FIRST PART; ]


________________________________, a company incorporated in _____________________, with its registered office at _________________________________, (hereinaꢀer referred to as “Partner”, which term shall unless repugnant to the context or meaning thereof, mean and include its successors and assigns) of the SECOND PART;

In addition to being a Partner, the Partner will be subject to additional terms and conditions, policies, rules, or guidelines, that may be posted on the relevant part of the Service from time to time. Partner agrees not to use such parts of the Service without reading, understanding and accepting such additional terms as may be provided.If the partner continues to avail the services of Dexciss Technology Private limited OR Dexciss Technology LLC, accesses or consumes it, they signify and consent to this agreement. In addition to any terms and conditions as provided for above or herein, the following terms and conditions, and policies, as updated from time to time, apply to Partnerʼs interactions on the Service:

(a) ANNEXURE A:- Partner Terms and Conditions (hereinafter referred to as “Partner T&C)

(b) ANNEXURE B:- Partner Engagement Model (hereinafter referred to as “Partner Engagement Model)

Dexciss and Partner are individually referred to as a “Party” and collectively referred to as “Parties”.

PURPOSE:- The Purpose of the Agreement is to set forth the conditions under which Dexciss provides Services to Partner and Partner hereby accepts the appointment, to be a non-exclusive distributor and has non-exclusive right to sub-license, market and otherwise distribute the Services in the “Territory” (as per clause 1.1.13 of the Partnership Agreement) on the terms, and subject to the conditions set out in this Agreement. The Partner shall only provide Dexciss Hosted Instance Services to its Customers. Partner shall not, without explicit prior written consent from Dexcissʼs authorized representative, provide any service or product to any third party including but not limited to any Customer if such service or product includes or requires third party hosting except Dexciss hostings of any software or service by Partner or by a third party on behalf of Partner.

In consideration of, among other things, the mutual agreements and obligations contained in this Agreement, the Parties hereby agree as follows:

1.1 Definitions

In this Agreement, unless the subject or context otherwise requires, the following terms and expressions shall have the following meanings respectively ascribed to them:

1.1.2. “Affiliate” means, as to any person (the "Subject") that, directly or indirectly controls, is under common control with, or is controlled by, the Subject, where such control is by the power, directly or indirectly, to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise; and for the purposes of this definition, the term "Control", when used with respect to any specified person, means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of such specified person, whether through the ownership of voting shares or by contract or otherwise;

1.1.3. “API(s)” or “Application Programming Interface(s)” means a set of soꢀware commands, functions, protocols, and objects that programmers can use to interact with a Service.

1.1.4 “Business Day” means any day (other than a Saturday, Sunday, or public holiday) on which banks in India are open for normal banking business;

1.1.5. “Certification” refers to Dexcissʼs process of evaluating Partner Personnel for Dexciss product knowledge and practices. Certifications are provided by Dexciss for the evaluated Partner Personnel that satisfy Dexcissʼs evaluation criteria only. Certifications are non-transferable to other Partner Personnel. Certifications are valid for the duration specified by Dexciss. Certifications may be revoked by Dexciss in case of non-compliance with criteria specified by Dexciss.

1.1.6. “Customer” means any person, individual, company, firm, corporation, partnership, limited liability company, government, state, or agency of a state or any undertaking (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) to whom Service is provided by the Partner as per terms of this agreement;

1.1.7.“Data Subject” means: (i) where an applicable Data Protection Law requires Personal Data of a legal person to be protected, such a legal person; and (ii) where an applicable Data Protection Law requires Personal Data of a natural person to be protected, such a natural person.

1.1.8. “Data Protection Law(s)” means law(s) that is/are applicable for the protection of Personal Data under the governing law of this Agreement or a part of the Territory (as applicable in each instance).

1.1.9. “dexciss Partner Portal” means the partner portal specified in Section 1.11 of Partner T&C.

1.1.10 “Dexciss Cloud Terms of Use” means the terms of use of dexciss applicable to each Customer as available at (or such other link as may be notified by Dexciss to Partner), as updated by Dexciss from time to time.

1.1.11.“Force Majeure Event” has the meaning assigned to it in Section 11.8 of the Partnership Agreement;

1.1.12. “Dexciss Hosted”means hosting an instance of Servers at Dexciss's premises; Servers under Dexciss's control shall be considered as “Dexciss-Hosted”.

1.1.13. “Initial Term” has the meaning assigned to it in Section 10.1 of the Partnership Agreement;

1.1.14.Licensed Marks” has the meaning assigned to it in Section 1.3 (b) of the Partner T&C

1.1.15. “Partner Personnel” means Partnerʼs directors, officers, employees, contractors, agents, and all other Partner personnel.

1.1.16. “Personal Data” means information that can be used to identify a Data Subject, and is limited to the definition of ʻpersonal data, ʻpersonal informationʼ, ʻpersonally identifiable informationʼ, or a similar term under an applicable Data Protection Law.

1.1.17. “Partner-Customer Agreement” has the meaning assigned to it in Section 2.2 of Partner T&C

1.1.18 “Services” means the services specified in Section 1 of the Partnership Engagement Model. Services are provided by Dexciss for remuneration at the Website.

1.1.19 “Territory” means the territory specified in Section 2 of the Partnership Engagement Model.

1.1.20 “Trademark Use Policy” means the document published by Dexciss and updated by Dexciss from time to time at In case of its unavailability at the linked webpage for any reason, the Trademark Use Policy may be obtained by a Partner from Dexciss upon request.

1.1.21.Unauthorized Customer” has the meaning assigned to it in section 2.2.(c) of the Partner T&C.

1.1.22.“User Data” means all the data and information provided by a Customer for use of a Service, and may include Personal Data.

1.1.23 “Website” means the websites at the domain names and/or, including all pages and services contained therein.

1.1.24 “Writing” includes any method of representing words in a legible form (including writing on an electronic or visual display screen) or other writing in a non-transitory form.

2.1 Listing Eligibility

The Partner shall be publicly listed on the Website during the Term of this Agreement. The foregoing provision shall not apply if, in Dexcissʼs sole determination, the Partner is non-compliant with any criteria provided in Section 3 of the Partnership Engagement Model or when the Partner is suspended according to the Terms of this Agreement .

2.2 Partnership Benefits

During the Term of this Agreement, the Partner will receive benefits specified under Section 4 of the Partnership Engagement Model for those Services that are subscribed, purchased, or licensed by a Customer through the Partner. These benefits will cease to be provided by Dexciss to Partner upon the earlier of (i) termination of this Agreement; and (ii) termination of the Customerʼs agreement with Dexciss or Partner, or termination of Customerʼs subscription or license.(iii) Suspension of the Partner.

2.3 Partnership Fees

There is no Partnership Fee to be paid by the Partner to Dexciss. However, the Partner must fulfill the minimum business commitment laid out in Section 3 of the Partnership Engagement Model based on which the Partner may enjoy benefits as described under Section 4 of the Partnership Engagement Model.

2.4 Service Level Support

2.4.1. Dexciss will be responsible for the provision of Level 2 service support to Customers, as described in Section 6 of the Partnership Engagement Model.

2.4.2. The Partner will be responsible for providing Level 1 service support to the Customers as defined in Section 6 of the Partnership Engagement Model.

2.5. Changes in or Discontinuance of Services

a. Dexciss reserves the right at any time to change any feature of any Service without the prior consent of the Partner. The Partner shall not have any approval rights with respect to any changes or modifications of any Service provided by Dexciss.

b. Dexciss reserves the right to discontinue any Service at any time without any obligation of any kind as a result of such discontinuance.

c. Dexciss hereby agrees that it shall notify the Partner in writing of any change or discontinuation of any Service.

2.6. Compliance with Applicable Laws

The Partner hereby agrees to comply with all applicable laws during the performance of its obligations and exercise of its rights under this Agreement, including but not limited to Data Protection Law(s). The Partner shall be responsible for its Affiliatesʼ and Partner Personnelʼs compliance with the foregoing requirement. If the Partnerʼs business is established in the EU region, or is of such a nature that it offers goods and services to the individuals in the EU, the Partner must observe complete compliance with the EU- GDPR.

3.1 Companyʼs Ownership

The Partner hereby acknowledges and agrees that Dexciss is the sole legal and beneficial owner of all rights, title, ownership, and interests in and to each and any sales, marketing, and promotional materials, and in any copyright, trademark, or another intellectual property proprietary to Dexciss, including without limitation any such intellectual property in all or any part thereof.

a. Proprietary Notices: Neither Party will remove any copyright, trademark, patent, or similar notices from the other Partyʼs materials without the express written consent of the other Party.

b. No Reverse Engineering: Each Party agrees not to reverse engineer, decompile, or disassemble any of the other Partyʼs products or services (including Services), except and only to the extent expressly permitted by applicable laws. Each Party agrees to promptly report to the other Party any suspected unauthorized access, or infringement of copyright, trademark, patent, or other intellectual property rights owned or licensed by the other party and agrees to promptly and reasonably cooperate with the other Party in the investigation of such unauthorized activities.

c. No Derivative Works. Each Party agrees that it shall not create any derivative works based on the other Partyʼs properties and intellectual property rights except as explicitly authorized under this Agreement.

d. Reservation of Rights: Except as otherwise expressly granted in the Agreement: (i) each Party owns and retains all rights, title, or interest in and to its own respective intellectual and other proprietary rights, and neither Party grants such rights to the other Party whether by implication, statute, estoppel or otherwise. Nothing in this Agreement shall be construed to grant to the Partner, and the Partner shall not claim, any rights, title, ownership or interest in and to Dexciss marketing and promotional materials, or in Dexcissʼs copyrighted material, trademark(s), or other intellectual property, other than those express and specific rights granted under this Agreement.

e. Claims for which Dexciss Is Not Responsible: Dexciss has no obligation, and Partner shall be the sole responsible Party, regarding any claim based on any of the following:

i. anything provided by Partner, Partnerʼs Customer, or a third party on behalf of Partner or Partnerʼs Customer that is incorporated into a product or service, or Dexcissʼs compliance with any designs, specifications, or instructions provided by Partner, Partnerʼs Customer, or a third party on behalf of Partner or Partnerʼs Customer;

ii. use of a product or service other than in accordance with its applicable licenses and restrictions or use of a non-current version or release of soꢀware, to the extent a claim could have been avoided by using the current release or version;

iii. any modification of a Service made by Partner, Partnerʼs Customer, or a third party on behalf of Partner or Partnerʼs Customer, or the combination, operation, or use of a Service with any other product or service, hardware device, program, data, apparatus, method, or process;

iv. the distribution, operation, sublicensing, or use of a Service to or for the benefit of any third party, except to the extent that such distribution, operation, sublicensing or use is done as explicitly permitted under this Agreement.

3.2 Restrictions

The Partner:

a. Shall not at any time acquire a registration, or file and prosecute, a trademark application or applications to register any trade or service marks or any domain name that uses, is derived from or is otherwise identical or confusingly similar to any of the Licensed Marks, for any goods or services anywhere in the world; and

b. Shall ensure that all Partner-Customer Agreements include the conditions specified in Section 2.2 of the Partner T & C.

4.1 Partnerʼs Representations and Warranties. The Partner hereby represents and warrants that:

a. It is a corporation duly incorporated, organized or operating under the laws of its jurisdiction of incorporation;

b. It has the power and capacity to enter into this Agreement and to exercise all rights and perform all obligations hereunder;

c. All corporate and other actions required to authorize the execution of this Agreement have been taken, and this Agreement constitutes legal, valid and binding obligations of the Partner;

d. The Partnerʼs entry into this Agreement and its acceptance of the terms hereof are not in breach of:

i. any regulatory or legal requirement of any jurisdiction applicable to it; ii. any other agreement to which it is a party; and/or iii. its memorandum and articles of association or other constitutional documents.

4.2 Service Warranty Claims and Warranty Disclaimers.

a. The soꢀware named dexciss is distributed under the GNU General Public License v3 WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License v3 for more details.

b. Services (except dexciss soꢀware) delivered and supplied to the Partner shall be subject to the warranty set out in dexciss Terms of Use, as updated from time to time.

c. Any warranties given by the Partner to any third party (including but not limited to Customers) with respect to any product or service (including but not limited to Service) which have been modified without the prior written consent of Dexciss or which have not been expressly authorized by Dexciss shall be void, and Dexciss shall not be liable for the same.

d. Any claims made by the Partner in respect to any defects of any product or service shall be made pursuant to the terms of the warranty in accordance with Dexcissʼs standard procedures and other written instructions provided to the Partner by Dexciss only. All such claims must be notified by the Partner to Dexciss in writing within two (2) days of the Partner becoming aware of such claims. Any and all claim notifications must be submitted to Dexciss in writing to the official email address specified under Section 12.6 of the Non-Exclusive Partnership Agreement and must contain details of the claim made against Dexciss.

e. Dexciss does not warrant that the Services, dexciss Partner Portal, and other technological platforms and services, will be uninterrupted, secure, error-free, virus-free, accurate or complete, or that Dexciss will correct all errors to the satisfaction of Partner or Customer.

5.1 Limitation of Liability

Except as explicitly provided otherwise under the Agreement or any part thereof, neither Party shall be liable to the other Party for any claims, losses, disputes, suits or causes of action (collectively, “claims”) based on, or arising out of:

a. any loss, suspension or interruption of Service; b. the performance of Services as instructed by the other Party or as required under the Agreement; c. any injury to property or otherwise; d. any failure of either Partyʼs website or online service; e. any errors in or in connection with either Partyʼs website; f. any lack of access to either Partyʼs website or online service; or g. any breach of security resulting in loss of User Data, except as required under a Data Protection Law.

Each Party may interrupt its website or online service at any time to perform maintenance, to address security breaches, or for any other reason, or no reason at all, with no liability to the other Party whatsoever. The liabilities limited by this section include, without limitation, liability for negligence.

5.2 Scope of Limitation

The limitations of liability set forth in section shall not apply to, nor limit the liability of a Party or its Affiliates for: a. a material breach of of the Partnership agreement; b. its obligations to indemnify, defend and hold the other Party harmless; c. any gross negligence, fraud, or wilful or intentional misconduct on the part of such Party.

5.3 Consequential Damages

Except as provided herein, in no event will either Party, or its Affiliates, independent contractors, employees, agents, licensors, or suppliers be liable to the other Party for any incidental, indirect, punitive, special or consequential damages (including lost profits or lost business opportunity) that the other Party may incur or experience by reason of its having entered into or relied on this Agreement, or arising out of the performance of this Agreement, even if the Party to be charged was advised or knew of the possibility of such damages. The foregoing limitation will apply regardless of the form of the claim(s), in which such liability may be asserted, whether in contract, tort (including negligence) or otherwise.

5.4 Limitation on Amount of Damages

Except as provided in section 5.3 and 5.5 of the Partnership Agreement, in no event will the cumulative damages to which either Party may be entitled under this agreement, regardless of the legal theory on which such damages may be based, exceed the amount paid (and dues accrued) by Partner to Dexciss in the twelve (12) months immediately preceding the date on which the claim first arose. The existence of more than One (1) claim during the term hereof will not enlarge this limit.

5.5 Limits

The limitations on damages set forth in sections 5.3 and 5.4 of the Partnership Agreement shall not apply to, nor limit the liability of a Party or its Affiliates for: a. A breach of Section 7 of this Partnership Agreement; b. breach of Section 6 of this Partnership Agreement; and c. any gross negligence, fraud, or wilful or intentional misconduct.

The Partner shall indemnify, hold harmless and, at no expense to dexciss/Dexciss, defend dexciss/Dexciss and its Affiliates (if any), and its and their respective directors, officers, employees, and authorized agents and other representatives (each a “Company Indemnified Party”) from and against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneysʼ fees and court) arising from, or related in any manner whatsoever from:

a. any actual or alleged breach of this Agreement; and/or b. any actual or alleged infringement or other violation of a third-partyʼs intellectual property rights by the Partner.

7.1 Definition of Confidential Information. Confidential Information includes information that is provided by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) is not generally known to the public, including:

7.1.1 trade secrets, technical, product, business, marketing strategies, financial and other valuable business development programs or plans relating to the affairs of Dexciss or its Affiliates, customers, or partners;

7.1.2 information related to Dexcissʼs software, products and/or services, including source code, object code, APIs, programs, research, development, documentation, any technical information, and other materials related to software, products and/or services;

7.1.3 materials used for training and any other technical information provided by Dexciss to the Partner and / or the Partner Personnel in the course of such training (if any);

7.1.4 information regarding Dexcissʼs current, past and future suppliers, partners, customers and clients;

7.1.5 any information marked or notified by Dexciss as ʻconfidentialʼ; and

7.1.6 any information derived from the use of any of the above.

7.2 Partner Confidentiality Obligations

7.2.1. The Partner hereby agrees to keep all Confidential Information in confidence and at all times, protect and safeguard the Confidential Information of Dexciss and/or its clients, and agree not to disclose, give or transmit any Confidential Information to any third parties.

7.2.2. The Partner shall not use any Confidential Information at any time (whether during the continuance of the Agreement or aꢀer its termination) for its own benefit or purposes, or for the benefit or purposes of any other person, firm, corporation, association or other business entity. The Receiving Party shall use the confidential information of the Disclosing Party that is necessary for exercising rights and performing obligations arising from and out of this Agreement only.

7.2.3. The foregoing obligations shall not apply to the extent:

a. the information being disclosed is or has become publicly known or known to third parties at the time of disclosure through no fault of the Disclosing Party;

b. the information was generated independently by the third party before disclosure by the Disclosing Party;

c. disclosure is or becomes required by applicable law or legal process, including pursuant to court proceedings, court order, applicable governmental regulation, or otherwise;

d. such disclosure is to an advisor of the Disclosing Party who has agreed to maintain the confidentiality of such information;

e. disclosure is or becomes necessary to facilitate the Receiving Partyʼs performance of any obligation set out in this Agreement.

7.3 Survival

The provisions of this section shall survive the termination of the Agreement.

The Partner acknowledges and accepts that Dexciss (or a third-party on behalf of Dexciss) may conduct regular audits at Dexcissʼs sole discretion on a half yearly basis, of the Partnerʼs performance of this Agreement in part or in its entirety. Partner shall extend its full cooperation during such audits, including but not limited to providing access to the requested documents and Partner Personnel for the audit to be conducted by Dexciss or by a third-party on behalf of Dexciss, and compliance by Partner to Section 1.9 of the Partner T&C.

The Partner agrees to submit a quarterly report under Section 2.3 of the Partner T&C. Dexciss may, but shall have no obligation to provide a template to Partner for providing such quarterly reports. If a template has been provided by Dexciss to Partner, Partner agrees to provide all such reports in the format of the template provided by Dexciss.

10.1 Term

The initial term of this Agreement shall be for a period of One (1) year, commencing from the Effective Date (“Initial Term”). Unless terminated earlier, and subject to Section 3 of the Partner Engagement Model, this Agreement may be renewed for an equal term with mutual consent of both Parties (“Renewal Term”). Collectively, the Initial Term and the Renewal Term are referred to in this Agreement as “Term”.

10.2 Termination by Dexciss. Dexciss may terminate this Agreement immediately and without further notice in the event that:

a. Partner fails to perform any of the Partnerʼs obligations under this Agreement or is otherwise in default hereunder;

b. Dexciss, in its sole discretion, determines that Partner does not meet the criteria under Section 3 of the Partnership Engagement Model and/or Section 4 of the Partnership Engagement Model as determined by Dexciss from time to time;

c. Any conduct or proposed conduct of Partner exposes or threatens to expose Dexciss to any liability or obligation, including any obligation under the law; or

d. Partner fails to perform its obligations under this Agreement in a fair, professional and workmanlike manner.

e. Partner can be terminated if Suspension has been given for the Partner but the Partner is in continuous breach of the Agreement or not following the obligation bestowed on him through the partnership

f. Misuse/Mishandling of customer data.

g. Continuous performance dip for consecutive 2 quarters (assessment done by the Dexciss) along with continuous poor feedback from the end customer.

h. Discrepancies in relation to the legal entity of the Partner.

10.3 Termination by Partner. Partner may terminate this Agreement upon thirty (30) days written notice to Dexciss in the event that Dexciss notifies Partner of an amendment to this Agreement or an Annexure to the Partnership Agreement, and Partner does not agree to such an amendment.

10.4 Termination by Either Party

This Agreement may be terminated by either Party at any time, by a written notice being provided by the Party wishing to terminate this Agreement to the other Party , as follows:

a. By either Party in the event that the other Party is in material breach of this Agreement, and has failed within Thirty (30) days aꢀer receipt of such written notice thereof from the non-breaching Party to cure such breach;

b. If either Party becomes the subject of any voluntary or involuntary bankruptcy, receivership or any other insolvency proceedings or makes an assignment or other arrangement for the benefit of its creditors; or

c. If the Partner sells or assigns any of its rights and/or obligations under this Agreement without the prior written consent of Dexciss, or if there is a material change in the control of the Partner.

10.5 Effect of Termination

a. The Partner hereby agrees that upon written notice of termination of this Agreement, the Partner will cease all sales, marketing, and distribution of the Services.

b. The Partner hereby agrees to remit to Dexciss all amounts due and payable without any further notice or demand by Dexciss upon written notice of termination of the Agreement. Partner further agrees to reimburse Dexciss for any reasonable attorneysʼ fees and legal expenses incurred for the collection of any such amounts due and payable to Dexciss.

c. The Partner hereby agrees to cease use of any intellectual property of Dexciss upon written notice of termination of this Agreement, including but not limited to, all Licensed Marks, New Marks, and all other trademarks and designs.

d. Customer accounts created prior to the date of termination shall be allowed to choose between: (i) termination of their account; and (ii) continuation of their account with direct payments to Dexciss under an agreement between Dexciss and such Customer. In the case of the latter, Partner shall not be provided any further benefit for such an account, including but not limited to revenue sharing for such accounts.

10.6 Suspension of Partner : The Partner shall be suspended by Dexciss in an event of:

a. Non-Completion of Training within 90days from the Effective Date of this Agreement.

b. Partner delay in relation to its obligation of revenue commitments or fault in adherence to Payment terms in accordance with this Agreement.

c. Continuous poor feedback by the Customer about the Partner.

d. Partner not updating PRM on a regular basis.

10.7 Effect of Suspension. The Partner shall be provided a period of 30 (thirty) days for adherence to the Non-compliance of this Agreement. In furtherance to this, Dexciss shall take the following effect:-

a. Dexciss shall revoke PRM and Partner Portal access of the Partner.

b. Dexciss shall revoke Partner access to Training and Webinars.

c. Dexciss shall publicly de-list the Partner from the Website

d. Dexciss shall issue a Letter of Suspension to the Partner along with reasons and Timeline for Adherence.

The taxation clause shall be applicable in accordance with the territorial location of the Partner :

11.1 Taxation for Indian Partners. Unless explicitly specified otherwise, fees paid by the Partner do not include taxes (including any form of sales tax, use tax, value added tax, service tax, research & development tax, import or export tax, or any other form of taxation). Partner agrees to pay all such taxes without withholding or deduction. If a Partner is required to withhold or deduct any taxes from fees due under this Agreement or Order Form(s), then the Partner must notify the same to Dexciss and must wait for Dexciss's approval prior to the payment. Dexciss reserves the right to request for more information, request for proof of deduction, or deny any approval under this clause.

11.2 Taxation for Non-Indian Partners. Unless explicitly specified otherwise, fees paid by the Partner do not include taxes (including any form of sales tax, use tax, value added tax, service tax, research & development tax, import or export tax, or any other form of taxation). Partner agrees to pay all such taxes without withholding or deduction. If a Customer is required to withhold or deduct any taxes from fees due under this Agreement or Order Form(s), then Customer agrees to increase the amount payable to Dexciss by the amount of such taxes so that Dexciss receives the full amount of all moneys due under this Agreement and all Order Forms.

The Partner shall be obligated to provide pricing to Customers in the applicable currency and equivalent rate as per the respective territory of the Customer. The Partner shall in no circumstance provide pricing except the applicable currency and equivalent rate as per the respective territory of the Customer. In case the Partner does not provide the same,

Dexciss can take necessary actions under the Agreement which may even lead to Suspension or termination of this Agreement.

13.1 Independent contractors. The Parties are independent contractors. Any use of the term “Partner” is for convenience only. The Parties are independent contractors and do not intend to create an employer-employee relationship, joint venture, agency relationship, partnership, or fiduciary relationship.

13.2 Costs. Each Party shall bear its own costs of performance under the Agreement unless explicitly specified otherwise in this Agreement. The PartnerIf shall be responsible for all payments to Partner Personnel and related to Partner Personnel, including but not limited to fees, salaries, expenses, benefits, and taxes related to payments to such Partner Personnel. Each Party shall bear their own respective costs and expenses incurred in connection with the preparation, negotiation and execution of the Agreement and the performance of their respective obligations hereunder.

13.3. Publicity. Neither Party may disclose the terms of the Agreement to any third party without the other Partyʼs prior written approval.

13.4 Notices

Any notice or other communication required or permitted hereunder shall be in writing, and shall be delivered personally, or sent by certified, registered, or express mail, postage prepaid to the following address:

Notice to Dexciss Notice to Partner Address

Attn: Dexciss Legal

Solitaie Business Hub Office# 308-311, Kalewadi Phata Wakad, Pune MH 411057 India

Email Either Party may replace the address for notices sent to be sent by the other Party to such Party by way of a written notice to the other Party. Any such communication shall be deemed duly given: (i) in the case of personal delivery, upon delivery and receipt of written acknowledgement thereof; (ii) in the case of registered mail, Fourteen (14) days after posting provided that if the fourteenth day is not a Business Day or delivery is made after business hours, then delivery shall be deemed to have occurred on the following Business Day; and/or (iii) and in case of electronic mail, on the first Business Day following the date on which such electronic mail is sent. Notices sent by electronic mail shall not be considered to have been duly given or delivered if the sender of the notice receives an automated error for failure of delivery of the electronic mail.

13.5 Entire Agreement

The Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements, memoranda, understandings, and undertakings between the Parties relating to the subject matter of this Agreement.

13.6 Cooperation on Disputes

The Partner shall cooperate with Dexciss in regard to any inquiry, dispute, or controversy in which Dexciss may become involved and of which Partner may have knowledge. Such cooperation shall include disclosure of relevant agreements, licenses, permits, documents, financial information, and interviews of Partner Personnel. Such obligation shall continue after the expiration or termination of this Agreement.

13.7 Force Majeure

Neither Dexciss nor Partner shall be liable for any delays in their performance of any of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, fire, explosion, power blackout, earthquake, flood, severe storms, riots, strike, embargo, labor disputes, acts of civil or military authority, pandemic, war, terrorism (including cyber-terrorism), acts of God, judicial action, unavailability or shortages of materials or equipment, failures or delays in delivery of vendors and suppliers or delays in transportation, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of or material change in applicable laws or other acts of government) (each a “Force Majeure Event”) that affect the performance under this Agreement. Force Majeure Event does not include theꢀ or loss, or events caused by the negligent or intentional acts or omissions of the affected Party.

13.8 Non-Solicitation

During the term of this Agreement and for a period of one (1) year thereafter, neither Party will directly or indirectly, either alone or in association with others, (a) solicit, or permit any of its Affiliates to solicit, any employee of the other Party or its Affiliates to leave the employ of the other Party or any of its Affiliates, or (b) solicit for employment, hire, or engage as an independent contractor, or permit any of its Affiliates to solicit for employment, hire, or engage as an independent contractor, any person who was employed by the other Party or its Affiliates; provided, that this clause (b) will not apply to any individual whose employment with the other Party or any of its Affiliates has been terminated for a period of six (6) months or longer and provided further that this Section will not prohibit the general advertisement of employment opportunities not specifically targeting any employee(s) of the other Party or its Affiliates.

14.1. Waiver. Either Party may waive off any obligation of the other Party in Writing. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude the exercise of any other such right, power or privilege. Unless specifically stated by the Party waiving an obligation of the other Party, waiver of any obligation of the other Party shall not constitute a waiver of future instances of the same obligation by the other Party.

14.2. Amendments. Dexciss may modify the terms of this Agreement, including the Annexures to this Agreement, from time to time. Unless specifically stated otherwise in this Agreement, Dexciss will provide the Partner no less than forty-five (45) daysʼ prior notice before such changes become effective. Any modification to this Agreement will have a prospective effect only.

14.3. Remedies. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

14.4 Assignment Neither Party may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without the consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Partyʼs assets not involving a direct competitor of the other Party.

14.5 Counterparts This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto.

14.6 Severability of Provisions If any provision, or any portion of any provision of this Agreement, or the application of any such provision or any portion thereof to any person, circumstance, or jurisdiction, is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision or portion thereof shall be considered severed from this Agreement. The remaining portion of such provision, the remaining provisions of this Agreement, and the application of such provision of portion of such provision as is held invalid or unenforceable to persons, circumstances, or jurisdiction, other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

This Agreement shall be construed in accordance with the laws of India. Both Parties shall make every effort to resolve all differences amicably, taking into consideration the cause for which the Parties have proposed to work together. In the event of any unresolved dispute, the same shall be settled in accordance with The Arbitration and Conciliation Act, 1996 (as amended or replaced by another legislation), by appointing a sole arbitrator with mutual consent. In case the Parties fail to appoint an arbitrator within sixty (60) days of notice for initiation of arbitration or notice for appointment of an arbitrator, an arbitrator may be appointed by a court of appropriate jurisdiction in Mumbai, India. The decision of the arbitrator shall be final and binding upon the Parties. The Parties shall bear their own individual costs, and the costs of the arbitration shall be borne equally by the Parties. The venue of arbitration and the seat of arbitration shall only be in Mumbai. The language of the arbitration shall be English. The courts in Mumbai, India shall have sole and exclusive jurisdiction over all disputes arising out of, or related to, this Agreement.

In Witness Whereof, the Parties hereto have hereunder set the hands of the respective authorized officials on the day and year first hereinabove written.

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Authorized Signatures:- Partner may assent to this Agreement by (i) electronically signing the document via a Dexciss acceptable electronic signature tool (ii) signing a physical copy of this Agreement and forwarding ALL pages of the signed Agreement via (a) email to (please mention the email id), along with a physical copy of the signed Agreement sent to “Attn: Dexciss Legal, Solitaire Business Hub, Office# 308-311, Kalewadi Phata, wakad, Pune 411057, MH, India”.