License Agreement

1.1 About DJUBO

Saaranya Hospitality Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013, having its registered office at 4492, Sector B 5&6, Vasant Kunj, New Delhi 110070 and having its place of business at Flat No. 4237, Second and Third Floor (Duplex), Sector B, Pocket 5&6, Vasant Kunj, New Delhi 110070 ("Product" or "Licensor") is engaged in the business of developing, marketing and operating a cloud based platform for hotels that provides hotels with software solutions such as a booking engine, mobile and desktop website and a centralised reservation system along with other related or additional services including but not limited to the DJUBO Fireball Program ("Product" or "Services").

The platform is used by licensees for managing booking confirmations, room hold requests, room queries, online channel partners and other related services pertaining to hotel sales through a single interface. The Services are made available to users through the website www.djubo.com and the DJUBO mobile applications (collectively, the "Website").

1.2 Agreement

The following terms and conditions constitute a license agreement ("Terms and Conditions" or "License Agreement") between you ("You" or "Your" or "Licensee") and Licensor. By clicking the 'Accept' or similar option and registering and subscribing to the Product, the Licensee agrees to this License Agreement along with the Terms of Use and Privacy Policy available on the Website ("Additional Documents"). The License Agreement shall be read along with the Additional Documents and in case of any inconsistency, the terms and conditions of the License Agreement shall prevail.

1.3 Reading these terms

Please read the following Terms and Conditions carefully before subscribing to the Product being offered by the Licensor. These Terms and Conditions deal with the conditions relating to the Product offered by the Licensor and the License (as defined below) of the Product to the Licensee and the Licensee's agreement to be bound by these Terms and Conditions.

1.4 Amendments

From time to time, the Licensor may amend these Terms and Conditions at any time with a notice to You of the same. Unless otherwise specified by Licensor, Your continued use of the Product without cancelling the Subscription for a period of 30 (thirty) days will constitute Your acceptance of the amendment. Licensor will use reasonable efforts to notify the Licensee of the changes through communication via the registered email or other contact details provided by the Licensee.

3.1 Services provided

Commencing on the Effective Date, the Licensor will provide the Product to the Licensee which can be used for the following purposes:

3.1.1 Centralised Reservation System

• The Licensor has developed a cloud based hotel sales platform which it makes available to Licensee. The platform is used for managing booking confirmations, room hold requests, room queries, online channel partners, and other related services pertaining to hotel sales through a single interface (the "Hotel Sales Platform").
• The Licensee will be provided with a log-in ID and a password for accessing the booking information pertaining to the Hotel available on the Hotel Sales Platform at all times.
• The Product enables the Licensee to maintain a daily list of check-ins, stay overs and check-outs in the Hotel.

3.1.2 Online Travel Agencies (OTAs) management

The Product enables the Licensee to constantly sync the actual booking chart of the Hotel and every single OTA on which the Licensee is already listed or will get listed in the future.

4.1 Subscription plans

The Licensee may subscribe to a Monthly Subscription Plan, an Annual Subscription Plan, or a term mutually agreed upon between the Licensor and Licensee ("Subscription").

4.2 Effective date and billing

This License Agreement and the license granted hereunder shall become effective from the date on which the License is initiated ("Effective Date") and shall continue in terms of these Terms and Conditions unless terminated.

4.2.1 — Subscription fees:

1. Monthly Subscription Plan: The License will initiate on the date on which a confirmation email is received by the Licensee upon acceptance of these Terms and Conditions. Pro-rata Subscription Fees shall be paid for the first month based on the number of days the License is available. After the first month, payment is due by the first day of every month.
2. Annual Subscription Plan: Each License Term shall begin on the date opted by the Licensee and expire twelve (12) months from the Effective Date. Licensor shall notify Licensee approximately thirty (30) days prior to expiration.
3. Annual renewal: Any renewal shall require mutual agreement. All applicable fees for renewals will be at Licensor's then-current rates. If not renewed, access terminates at the end of the current License Term.
4. Monthly billing cycle: A recurring billing charge will be automatically issued every billing period.
5. Annual billing cycle: A demand for payment will be automatically issued thirty (30) days prior to the expiry of the Annual Subscription Plan.
6. Advance payment: Monthly Plan subscribers pay one month's fees in advance. Annual Plan subscribers pay an amount as agreed upon by both parties.
7. Rate increases: The Licensor may increase Subscription Fees at the start of each renewal term with 15 (fifteen) days' written notice to the Licensee.

4.2.2 — Transaction fees:

Where the Product is used solely for booking engine services, the Licensee shall pay transaction fees as mutually agreed ("Transaction Fees"). Transaction Fees shall be levied on transactions successfully completed and deducted before payment is transferred to the Licensee.

4.2.3: Transaction Fees or Subscription Fees shall be collectively referred to as "License Fees" unless otherwise specified.

4.2.4: All charges including License Fees shall increase by a percentage as decided by the Licensor after 12 months from the date of commencement of Services.

4.3 — 4.9 Payment terms

• 4.3: Mode of payment shall be as mutually agreed upon by the Parties.
• 4.4: The Licensee agrees to pay License Fees when due and payable.

• 4.6: If paid after due date but within 7 days, the Licensee shall pay License Fees plus 10% of License Fees as late fee charge.

• 4.8: All amounts are payable in INR, are non-cancellable and non-refundable, and are exclusive of applicable taxes.
• 4.9: The Licensee agrees to comply with all payment gateway terms and conditions for electronic transactions facilitated through the Product.

• 5.1: The Licensee shall provide data to facilitate use of the Product. Such data belongs to the Licensee, who has sole responsibility for its legality, reliability, integrity, accuracy and quality ("Licensee Data").
• 5.2: The Licensee permits the Licensor to access Licensee Data for the purpose of operating the Product and for analytics and MIS purposes. The Licensor may share contact information with third parties for providing additional services with the Licensee's permission. Any use beyond this requires written intimation by the Licensee.
• 5.3: If the Licensee provides inaccurate or incomplete data, the Licensor may suspend or terminate the License.
• 5.4: In the event of loss or damage to Licensee Data, the Licensor will use reasonable commercial endeavours to restore data from the latest backup. The Licensor shall not be responsible for loss or destruction of Licensee Data.

• 6.1: The Licensor shall provide the Licensee with services pertaining to the DJUBO Fireball Program, activated within 2 weeks from set up of the Booking Engine.
• 6.2: Licensor will run Ads on behalf of the Licensee on Google Hotel Ads and other partners on a fixed commission basis ("DJUBO Fireball Program Commission") as mutually agreed.
• 6.3: The DJUBO Fireball Program Commission shall be payable for bookings generated via the Program equal to the transaction price multiplied by (i) 20% commission rate threshold set by Licensor, or (ii) any other rate agreed between the Parties.
• 6.4: In the event of a booking cancellation, the Licensee must mark cancellations or no-shows to ensure the correct commission is applied. For refund queries contact: behelp@djubo.com

7.1: Each Party represents and warrants that:

• It is duly incorporated and validly existing under applicable laws.
• It has full power and authority to enter into and perform its obligations under this Agreement.
• The execution and performance of this Agreement has been duly authorised and constitutes a legal, valid and binding obligation.
• It is in compliance with all applicable laws and has obtained all necessary permits and licences.

7.2: The Licensee warrants that Licensee Data provided is correct and accurate and it shall be liable for any issues arising from incomplete or incorrect data.

7.3: In the event of legal issues between the Licensee and its customers, the Licensee shall be solely liable for any such claims.

7.4: The Licensee warrants compliance with all laws, rules and regulations and that any loss caused to the Licensor due to the Licensee's default shall be the Licensee's liability.

7.5: Licensor disclaims all other warranties express or implied, including any implied warranties of merchantability or fitness for a particular purpose, except to the extent that any warranties implied by law cannot be validly waived.

8.1 The Licensee shall:

• Provide the Licensor with all necessary co-operation
• Comply with all applicable laws and regulations
• Carry out all responsibilities in a timely and efficient manner
• Obtain and maintain all necessary licences, consents and permissions
• Ensure its network and systems comply with Licensor specifications
• Be solely responsible for procuring and maintaining network connections and telecommunications links
• Maintain confidentiality of passwords and notify Licensor of any unauthorised access
• Have sole responsibility for the accuracy, quality, integrity and legality of all Licensee Data

For booking engine and electronic payment services, additional obligations:

1. Register with required payment gateway(s) and complete all obligations to avail payment services.
2. Use of booking engine is subject to acceptance and registration with payment gateways.
3. All issues with services provided by Licensee to its customers shall be the Licensee's responsibility.
4. Comply with all applicable rules, guidelines and instructions from authorised Banks and Card Associations pertaining to online payments.
5. In the event of loss suffered by the Licensor due to Licensee's inability to refund any money to its customers, the Licensee shall make good such loss to the Licensor.
6. Provide customer support to its customers at all times.
7. Be solely liable for quality, efficiency and merchantability of services provided to customers.
8. Obtain all licences, approvals and registrations required by law for providing services and online payments.
9. Not offer any illegal or offensive services or products to customers.
10. Co-operate with the Licensor to improve tracking and reporting of leads successfully converted.
11. Be responsible for all chargebacks incurred with regard to payment issues and indemnify the Licensor against any such loss.
12. Co-operate with the Licensor and refund amounts within 5 (five) days of request where additional amounts have been transferred to the Licensee's account.
13. Be solely responsible for payment of all relevant taxes on payments made by its customers through payment gateways.
14. Keep confidential all information submitted by its customers. Customer information shall only be used for completion of transactions.
15. Pay all taxes associated with and levied for services pertaining to the DJUBO Fireball Program.
16. In the event the Licensee requests deletion of any data and the Licensor deletes such data, the Licensee shall lose any claims arising out of or in relation to the deleted data.

8.2 The Licensee shall not:

• Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software or documentation pertaining to the Product.
• Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software.
• Licence, sell, rent, lease, transfer, assign, distribute, disclose, or commercially exploit the Product or services to any third party in violation of these Terms.
• Attempt to obtain or assist third parties in obtaining access to the Product.
• Use the Product in a manner or for a purpose not authorised by the Licensor or except in compliance with these Terms.

8.3 — 8.4

8.3: The rights provided under this Agreement are granted to the Licensee only and shall not be considered granted to any subsidiary, affiliate or holding company.

8.4: The Licensor may introduce additional services provided by third parties. The Licensor shall not be responsible or liable for these services or any issues arising between such third parties and the Licensee. The Licensor does not endorse the services of any third parties.

9.1: The Licensor shall ensure the Product is licensed and performance is substantially in accordance with this Agreement. The Licensor:

• Does not warrant that use of the Product will be uninterrupted or error-free.
• Is not responsible for delays, delivery failures, or any other loss resulting from data transfer over communications networks including the internet.

9.2: The Licensor shall use commercially reasonable endeavours to make the Product available 24 hours a day, seven days a week, except for:

• Planned maintenance carried out during the maintenance window of 7:00 pm to 2:00 am IST.
• Unscheduled maintenance with at least 6 (six) hours' notice where reasonably possible.

9.3: The Licensee gives authority to the Licensor to auto-populate booking data onto the booking chart and automatically sync inventory and rate information onto all online platforms.

9.4: Nothing herein prevents the Licensor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing similar products or services.

9.5: The Licensor warrants that it has and will maintain all necessary licences, consents and permissions for the performance of its obligations.

9.6: The Licensor may, with at least 7 days' notice and on reasonable grounds, conduct an audit of the Licensee's records. Audit cost liability:

• If a discrepancy is found and payment is required: Licensee bears the audit costs.
• If no discrepancy is found: Licensor bears the audit costs.

The Licensee agrees to indemnify, defend and hold harmless the Licensor, its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees) asserted against or incurred by the Licensor that arise out of, result from, or may be payable by virtue of any breach or non-performance of any representation, warranty, covenant or agreement by the Licensee.

Further, the Licensee agrees to hold the Licensor harmless against any claims made by any third party arising out of the Licensee's use of the Product, any damage caused to a third party, or the Licensee's violation of these Terms and Conditions or any rights of another.

11.1: The Licensor's trademarks, logos, images, service marks and trade names ("Trademarks") displayed on the Website are registered and unregistered Trademarks of the Licensor and shall not be used without permission. All intellectual property rights pertaining to the Product shall be owned by the Licensor. The grant of the License does not constitute an assignment of the Product or any rights associated with it.

11.2: Any rights not expressly granted herein are reserved to the Licensor. The Licensee must not alter, delete, or conceal any copyright, trademark, patent, or other notices on the Website.

12.1: Each Party will maintain strict confidentiality of all information received pursuant to the License which is not and has not become public knowledge. Confidential information shall not be disclosed except to employees who need to know it for the purpose of these Terms.

12.2: Each Party shall hold the other's confidential information in confidence and, unless required by law, not make it available to any third party or use it for any purpose other than in accordance with these Terms.

13.1: The Licensor may suspend or terminate the License upon occurrence of any events specified in this clause or elsewhere in this Agreement.

13.2: The License shall stand terminated upon expiry if not renewed.

13.3: Either Party may terminate the License by giving 90 (ninety) days' prior written notice to the other Party.

13.4: The Licensor may terminate without prior notice and with immediate effect if:

• The Licensee fails to observe any of these Terms and Conditions.
• The Licensee is blacklisted by any payment gateway or enabler.
• The Licensee is subject to any winding up, dissolution or other analogous proceedings.

13.5: Upon expiration or termination, the rights and obligations of the Parties shall terminate unless otherwise specified.

13.6: Any rights to terminate shall be without prejudice to the other rights of the Parties.

13.7: Upon termination, the Licensor shall:

• Cease to act or hold itself out as the Licensor of the Licensee.
• Return to the Licensee all data, information and confidential information in its possession.

13.8: Upon termination or suspension, the Licensee shall no longer be entitled to use the Product. The Licensee shall immediately pay all amounts owed to the Licensor.

15.1: These Terms and Conditions shall be governed by and construed in accordance with the laws of India.

Either Party shall have no liability to the other if it is prevented from or delayed in performing its obligations by acts, events, omissions or accidents beyond its reasonable control, including failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, fire, flood or storm, provided that the other Party is notified of such event and its expected duration.

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18.1: The Licensee shall not, without the prior written consent of the Licensor, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

18.2: The Licensor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

In the event any provision in these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from these Terms and Conditions and shall not affect the validity and enforceability of any other provisions.