SOLUTION STACK AI SUBSCRIPTION AGREEMENT

This Solution Stack AI Subscription Agreement ("Agreement") is entered into electronically as of the date you, the Vendor, clicks "Accept" (the "Effective Date"). By clicking "Accept," the Vendor acknowledges and agrees to be bound by the terms of this Agreement.

WHEREAS, Sumyatra provides a cloud based on-line platform that enables the Vendor to publish and maintain a listing on the Solution Stack AI platform ("Platform"); and

WHEREAS, Sumyatra desires to provide to Vendor and Vendor desires to obtain the Platform as a service pursuant to the provisions set out in this Agreement;

NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged by each Party hereto, the Parties agree as follows:

1. Interpretation.

(a) Definitions. In this Agreement, the following terms will mean:

"Account" means the unique online profile established by the Vendor on the Platform, through which the Vendor manages its Listings, accesses services, views billing information, and performs other permitted activities under this Agreement.

"Business Day" means any calendar day except for Saturday or Sunday, or any statutory holiday observed by the United States federal government.

"Business Hour" means the hours between 9:00 a.m. and 5:00 p.m. on Business Days.

"Buyer" means a user evaluating Listings on the Platform.

"Claim" has the meaning set out in Section 11.(a).

"Confidential Information" means this Agreement, information about a Party's technology, systems, or operations, and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, sales information, customer or supplier information, including information provided by such customers or suppliers, or any other information already furnished and to be furnished or made available by one Party to the other, whether in oral, written, graphic, or electronic form, including any such information exchanged during informational sessions designated as confidential, including, without limitation, information concerning a Party's actual and potential customers and other Intellectual Property Rights of such Party; provided, however, that Confidential Information does not include any data or information: (i) that, at the time of disclosure, is in or, after disclosure, becomes part of the public domain, through no act or failure on the part of the receiving Party; (ii) that, prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records kept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party; (iii) independently developed by the receiving Party, by Persons having no direct or indirect access to the disclosing Party's Confidential Information provided that the receiving Party provides clear and convincing evidence of such independent development; (iv) which, subsequent to disclosure, is obtained from a third Person: (A) who is lawfully in possession of such information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to such information; and (C) who does not prohibit either Party from disclosing such information to others; (v) is further disclosed with the prior written consent of the disclosing Party, but only to the extent of such consent; or (vi) any Vendor Content.

"Ecosystem Intelligence" means aggregated, anonymized insights derived from Platform activity, analytics, and data modeling, including, but not limited to, benchmarks, models, scoring systems, taxonomies, and any derived datasets.

"Fees" means the amounts to be paid by Vendor to Sumyatra for the performance of the Services, as stated in the Account.

"Force Majeure Event" means an act of God, fires, floods, pandemics, strike or lock-outs, explosions, windstorms, riots, actions by any Governmental Authority (whether valid or invalid), or any other circumstances beyond the reasonable control and without the fault or negligence of the Party affected.

"Governmental Authority" means any domestic, foreign, or supranational government, whether federal, provincial, state, territorial, or municipal; and any governmental agency, ministry, department, tribunal, commission, bureau, board, or other instrumentality, including international institutions, exercising or purporting to exercise legislative, judicial, regulatory, or administrative functions of, or pertaining to, government.

"Intellectual Property" means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, formulae, algorithms, concepts, techniques, processes, procedures, approaches, methodologies, plans, systems, research, information, documentation, data, data compilations, specifications, requirements, designs, diagrams, programs, inventions, technologies, software (including its source materials), tools, products knowledge, know-how, including without limitation, trade secrets, and other materials or things.

"Intellectual Property Rights" means: (a) any and all proprietary rights anywhere in the world provided under: (i) patent law; (ii) copyright law, including moral rights; (iii) trademark law; (iv) design patent or industrial design law; (v) semiconductor chip or mask work law; (vi) trade secret law; (vii) privacy law; or (viii) any other statutory provision or common law principle applicable to this Agreement which may provide a right in either: (A) Intellectual Property; or (B) the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements, or any other evidence of a right in any of the foregoing.

"Lead" means a Buyer-initiated request to contact Vendor.

"Listing" means a Vendor's published solution profile on the Platform.

"Objectionable Content" means content that infringes any applicable laws, regulations, or third- party rights, and content which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous, misleading, deceptive, in breach of any person's Intellectual Property Rights, or violates the Terms of Service.

"Vendor Content" means all content submitted by Vendor, including product descriptions, logos, trademarks, screenshots, documentation, integration information, and related materials.

"Party" means either Sumyatra or Vendor; and "Parties" means both of them.

"Privacy Policy" means Sumyatra's privacy policy, as may be amended and updated, found on the Sumyatra's website (https://solutionstack.sumyatra.com/privacy-policy/), which is incorporated herein.

"Security Requirements" means those safeguards and controls as defined in Section 3(d).

"Services" means collectively the services to be provided by Sumyatra to Vendor as described and set out in this Agreement and stated in the Account.

"Specifications" means, with respect to the Services, the functional specifications for the performance, operation, and use of the Services, as set out in the User Documentation.

"Term" means the term as described in Section 6.

"Terms of Service" means Sumyatra's terms of service, as may be amended and updated, found on the Sumyatra's website (https://solutionstack.sumyatra.com/terms-of-service/), which are incorporated herein.

"User Documentation" means the documents, user manuals, and guides with respect to the operation, use, and functions of the Services.

"Virus" means a piece of code usually (but not necessarily) disguised as something else that causes some unexpected and, for the victim, usually undesirable, event and which is designed so that it may automatically spread to other computer users; the term "Virus" will also be deemed to include worms, cancelbots, Trojan horses, harmful contaminants (whether self-replicating or not), and nuisance-causing or otherwise harmful applets.

(b) Headings. The division of this Agreement into articles, sections, schedules, and other subdivisions, and the inclusion of headings, are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

(c) Currency. Unless otherwise specified, all references to monetary amounts, including the symbol "$", are in respect of U.S. currency.

(d) Schedules. The following Schedules are a part of and are integral to this Agreement:

Schedule A. –Fees

2. Services Generally.

(a) License. Subject to the terms and conditions of this Agreement commencing as of the Effective Date and for the duration of the Term, in exchange for the Fees, Sumyatra hereby grants to Vendor a non- exclusive, non-transferable, revocable right to the Vendor to access the Platform, amend and change its Listing, contact potential Leads, and utilize any other features provided by Sumyatra on the Platform (collectively, "Permitted Purpose").

(b) No Implied Rights. The Platform is provided to the Vendor solely for the Permitted Purpose under the express terms of the license granted in this Agreement. Except for the limited rights and license expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to the Vendor or any third party any Intellectual Property Rights or other right, title or interest in or to the Platform.

(c) Ecosystem Intelligence. Vendor may receive access to Ecosystem Intelligence based on its subscription plan, to be used solely for its internal business purposes. Vendor acknowledges that Ecosystem Intelligence are aggregated and anonymized unless a Buyer explicitly opts in to share their identity. Sumyatra retains exclusive ownership of Ecosystem Intelligence.

3. Sumyatra Obligations.

(a) Scope of Services. Sumyatra shall: (i) create and deploy the Platform; (ii) provide access to the Vendor through the on-line Platform;; (iii) install all updates, upgrades, releases, and error corrections for the Platform, as needed; and (iv) administer all operating systems, databases, networking, and virtualization to operate the Platform (collectively, the "Services").

(b) Availability of Platform. Sumyatra strives to provide Vendor 24 hours per day, 7 days a week access to the Platform and all Vendor Content, excluding scheduled time for maintenance and updates of the Platform.

For any support questions, Vendor should direct inquiries to ssai_support@sumyatra.com. Sumyatra will make reasonable efforts to respond to support requests in a timely manner.

(c) Control of Platform. Sumyatra shall be responsible for managing the Platform and may, in its sole discretion, (i) reengineer network components and/or change locations where services are being provided; or (ii) modify and/or replace technology or service architectures relating to the Platform.

(d) Security Requirements. Sumyatra shall implement and maintain commercially reasonable safeguards and controls to deter and for the detection, prevention, and correction of any unauthorized intrusion, access, or use of the Platform (the "Security Requirements"). The Vendor acknowledges and agrees that notwithstanding the Security Requirements, such methods and procedures may not prevent unauthorized electronic intruders to access the Platform through the internet or through other forms of electronic communication. If such unauthorized electronic intruders are able to bypass Sumyatra's security protocols, firewall, and safeguards, such unauthorized electronic intruder may change, delete, or otherwise corrupt the contents and data contained in the Platform, including the Vendor Content. Except for performing the required maintenance and safeguards in compliance with the Security Requirements, which are designed to prevent access from unauthorized electronic intruders, Sumyatra shall not be liable to Vendor, and hereby disclaims responsibility with respect to any action, destructive or otherwise, by any unauthorized electronic intruder.

(e) Maintenance. From time to time, it will be necessary for Sumyatra to perform maintenance on the Platform. Such maintenance includes routine maintenance to ensure the continued provision of the Platform through the continued operation of the Platform or upgrading, updating, or enhancing the Platform. Sumyatra shall use its commercially reasonable efforts to perform such maintenance at such times to minimize the impact of any downtime of the Platform to Vendor. To the extent Sumyatra is able, Sumyatra shall notify Vendor in advance of any scheduled maintenance by posting a message on the website or by sending an email to the designated Vendor service manager of the scheduled maintenance time and the anticipated duration of such maintenance.

(f) Changes. Sumyatra may, at any time, with or without notice to Vendor: (i) make changes that are necessary to comply with applicable safety, security, or other statutory requirements or orders from applicable Governmental Authorities; (ii) supplement or make changes to its user documentation and to its rules of operations, access procedures, and security and privacy procedures and policies; (iii) change the components, type, and location of the Platform; and (iv) amend or change its Terms of Service or Privacy Policy, as needed.

(g) Audit and Unauthorized Use. Sumyatra reserves the right to monitor and audit Vendor's usage of the Platform for the purpose of (among others) ensuring compliance with the terms of this Agreement. Any such audit may be carried out by Sumyatra or a third party authorized by Sumyatra, at Sumyatra's expense. In case of unauthorized use of the Platform whether by Vendor or another person, Sumyatra reserves the right to deny access to the Platform to Vendor or other person, by blocking, without prior notification, the IP address(es) used to access the Platform by such Vendor or other person.

(h) AI Usage. Vendor acknowledges that Sumyatra may use automated and machine-assisted techniques, including artificial intelligence and statistical models, to enhance solution discovery, search relevance, recommendations, ecosystem analysis, and Buyer experience. Vendor grants Sumyatra the right to process Vendor Content, together with other Platform data, for the following purposes: (i) Operating, maintaining, and securing the Platform; (ii) Improving search relevance, categorization, and recommendations; (iii) Generating ecosystem insights, fit analysis, and aggregated analytics; (iv) Enhancing Buyer discovery and evaluation experiences. Sumyatra will: (i) Use Vendor Content solely to operate and improve the Platform; (ii) Not use Vendor Content to train or develop general-purpose artificial intelligence models offered outside the Platform; (iii) Not disclose Vendor Confidential Information for third- party AI model training; and (iv) apply aggregation, anonymization, and access controls where reasonably practicable.

4. Vendor Obligations.

(a) Vendor Content.

(i) The Vendor is solely responsible for the Vendor Content that the Vendor create, upload, or transfer on, from, or through the Platform.

(ii) The Vendor hereby grants to Sumyatra a royalty-free, worldwide, non-exclusive, freely transferable right and license to use, copy, store, and display the Vendor Content solely for the purpose of enabling Sumyatra to provide the Services and promote the Vendor's business.

(iii) The Vendor is solely responsible for backing up all Vendor Content on the Platform and agrees to maintain outside the Platform a current backup of all Vendor Content stored on the Platform, if desired.

(iv) Vendor represents and warrants that all Vendor Content is truthful, complete, and not misleading.

(v) The Vendor acknowledges and agrees that Sumyatra: (A) will not be responsible for the accuracy, completeness, or adequacy of the Vendor Content; (B) has no control over any Vendor Content or the results therefrom; (C) does not purport to monitor the Vendor Content; and (D) shall not be responsible to back up, or maintain any back up, of the Vendor Content or portion thereof.

(b) Additional Vendor Responsibilities. In addition to any other obligations of the Vendor under this Agreement, the Vendor shall:

(i) Be solely responsible for use of the Platform by any of its employees or agents, and take all necessary measures to ensure that they use the Platform in accordance with the terms of this Agreement;

(ii) not incentivize, manipulate, suppress, or interfere with reviews or Buyer feedback on Vendor's Listing. Vendor acknowledges that reviews represent Buyer opinions only and do not constitute endorsements by Sumyatra. Vendor agrees that Sumyatra shall not remove any Buyer review, unless it violates the Terms of Service or Privacy Policy.

(iii) agree to all the terms in the Terms of Service and Privacy Policy.

(c) Buyer Interaction and Lead Handling. If Vendor receives Leads, Vendor agrees that (i) Leads may be non-exclusive; (ii) Vendor shall use Lead data solely for legitimate business follow-up; and (iii) Vendor shall comply with all applicable privacy and data protection laws. Vendor shall not resell, scrape, export, or otherwise misuse Buyer data.

(d) Prohibited Activities. The Vendor shall not and shall not permit any other person to:

(i) use the Platform other than for the Permitted Purpose or in any manner or for any purpose or application not expressly permitted by this Agreement;

(ii) Include, or knowingly allow others to include, any Objectionable Content or introduce Viruses to the Platform, and shall institute such security procedures and safeguards as Vendor deems necessary to prevent the posting, uploading, or inclusion of any Objectionable Content or Viruses to the Platform;

(iii) Intercept or attempt to intercept any messages transmitted to and from the Platform that are not intended for Vendor;

(iv) Take any action that imposes an unreasonable or disproportionately large load on the Platform or abuse the Platform in any manner that interferes with the Platform or the provision of them;

(v) copy the Platform, in whole or in part, in violation of the Permitted Purpose;

(vi) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Platform or any Intellectual Property Rights;

(vii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party;

(viii) reverse engineer, disassemble, decompile, decode, or adapt the Platform, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part;

(ix) bypass or breach any security device or protection used for or contained in the Platform;

(x) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Platform;

(xi) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable Law;

(xii) use the Platform for purposes of: (i) benchmarking or competitive analysis of the Platform; (ii) developing, using or providing a competing Platform product or service; or (iii) any other purpose that is to Sumyatra's detriment or commercial disadvantage;

(xiii) use the Platform in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Platform could lead to personal injury or severe physical or property damage; or

(xiv) make any representations, warranties, guarantees, indemnities, claims, or other commitments: (1) actually, apparently, or impliedly on Sumyatra's behalf; or (2) concerning or relating to any Platform that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims, or other commitments in this Agreement, or any written documents provided or made available by Sumyatra to Vendor that concern or relate to the Platform.

(e) Removal. If Sumyatra, in its absolute discretion, forms the view that any Vendor Content or any other information or files uploaded by Vendor contains Objectionable Content or includes a Virus, Sumyatra may remove such Vendor Content, information, or file from the Platform and take such other action as Sumyatra deems necessary to protect the integrity and operation of the Platform. Any costs associated with such removal may be charged by Sumyatra to Vendor and shall be paid by Vendor within 30 days of invoice and subject to Section 7(a) below.

5. Fees and Payment.

(a) Fees. Fees are as stated in the Account. Fees for the initial term are due in advance on the Effective Date and thereafter on the first day of each renewal term. The Fees may be changed by Sumyatra upon thirty (30) days' written notice to Vendor. The Fees do not include applicable taxes. At the end of each month, Sumyatra shall invoice for any unpaid Fees and applicable taxes. Vendor agrees to pay the invoice no later than thirty (30) days from the date of the invoice.

(b) Taxes. Vendor shall pay any and all taxes, however designated or incurred, which are paid or payable as a result of or otherwise in connection with the transactions contemplated in this Agreement including, without limitation, federal, provincial, and local, excise, sales, use, goods and services, harmonized, value added, and any taxes or other amounts in lieu thereof, except for any taxes based on Sumyatra's net income.

(c) Recurring Payments. Sumyatra may offer and Vendor may authorize recurring payments, and such payments will be made to Sumyatra at the frequency and by the method provided to Sumyatra. Vendor must terminate this Agreement in accordance with Section 7 below before the end of current Term to stop being charged to continue the Services. By authorizing recurring payments, Vendor is authorizing Sumyatra or its third-party vendors to store the Vendor's payment instrument and process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated account (for Automated Clearing House or similar payments), or as charges to the designated account (for credit card or similar payments) (collectively, "Electronic Payments"). By providing Sumyatra with a payment method, the Vendor (i) represents that it is authorized to use the payment method it provided and that any payment information it provided is true and accurate; and (ii) authorizes Sumyatra to charge the Vendor for the Fees using such payment method.

(d) Interest on Late Payments. Where Vendor fails to pay any amount in accordance with this Agreement, Sumyatra shall have the right, in addition to any other rights or remedies available to it, to charge, and Vendor shall pay, on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law.

6. Term.

This Agreement will commence on the Effective Date and will continue for an initial term of one (1) year, unless terminated in accordance with Section 7 below ("Term"). Upon expiration of the initial one-year term, this Agreement will automatically renew for successive one (1) year terms unless terminated in accordance with Section 7 below.

7. Suspension and Termination.

(a) Suspension of Services. In the event that Vendor violates any provision of this Agreement, including but not limited to failure to pay the Fees or any portion thereof when due, Sumyatra may immediately suspend or terminate Vendor's right to access and use the Platform.

(b) Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party.

(c) Effect of Termination. Upon termination of this Agreement:

(i) Vendor shall download any and all Vendor Content contained on the Platform and store such Vendor Content on Vendor's systems;

(ii) Sumyatra shall, but not earlier than ten (10) Business Days after the termination or expiration of this Agreement, destroy any copies of the Vendor Content contained in the Platform;

(iii) Vendor shall pay to Sumyatra the full amount of all Fees payable hereunder as of the date of termination, if any, whether already invoiced or not (including any amounts due as late payment charges), and any other monies owing to Sumyatra hereunder; and

(iv) Each Party will return to the other Party all Confidential Information of the other Party which is then in its possession or control.

Vendor acknowledges and agrees if Vendor fails to download the Vendor Content from Platform in a timely manner, it may not have access to such information or such information may be destroyed by Sumyatra in accordance with the terms of this Section 7(c). It is Vendor's responsibility to download and obtain all Vendor Content prior to the expiration or termination of this Agreement. Sumyatra shall have no responsibility, or any liability to Vendor, for maintaining or providing to Vendor the Vendor Content or any portion thereof after the termination or expiration of this Agreement.

8. Ownership.

(a) Sumyatra's Ownership. Vendor acknowledges and agrees that, as between Vendor and Sumyatra, Sumyatra owns all worldwide right, title, and interest, including all Intellectual Property Rights, in and to: (i) the Platform; and (ii) any modifications, enhancements, upgrades, updates, or customization to the Platform. Vendor does not acquire any rights, title, or ownership interests of any kind whatsoever, express, or implied, in any of the foregoing other than the licenses granted herein. For the avoidance of doubt, the parties agree that Sumyatra shall own all Intellectual Property Rights to the Platform, and any related derivates developed under this Agreement, including but not limited to any modifications, ideas or suggestions made by the Vendor.

(b) Vendor's Ownership. Sumyatra acknowledges and agrees that, as between Vendor and Sumyatra, Vendor owns all worldwide right, title, and interest including, all Intellectual Property Rights in and to the Vendor Content shall be the exclusive property of Vendor. Sumyatra does not acquire any rights, title, or ownership interest of any kind whatsoever, express or implied, in any of the Vendor Content, other than the license granted herein.

9. Confidentiality.

(a) Obligation. Each Party acknowledges that all Confidential Information consists of confidential and proprietary information of the disclosing Party. Each Party shall, and shall cause its employees, agents, and contractors to hold Confidential Information of the other Party in confidence, and shall use the same degree of care by instruction, agreement, or otherwise, to maintain the confidentiality of the other Party's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but with at least a reasonable degree of care commensurate with the nature and importance of such Confidential Information. Each Party agrees not to make use of Confidential Information other than for the exercise of rights or the performance of obligations under this Agreement, and not to release, disclose, communicate it, or make it available to any third person other than employees, agents, and contractors of the Party who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this Agreement. Notwithstanding the foregoing, the Vendor acknowledges that Vendor Content is not Confidential Information.

(b) Subpoena. In the event that any Party receives a request to disclose all or any part of the Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a Governmental Authority, such Party agrees to: (i) immediately notify the other Party of the existence, terms, and circumstances surrounding such a request; (ii) consult with the other Party on the advisability of taking legally available steps to resist or narrow such request; and (iii) if disclosure of such Confidential Information is required, exercise its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the disclosed Confidential Information which the other Party so designates.

(c) Injunctive Relief. Each Party acknowledges and agrees that any unauthorized use or disclosure by it of any of the other Party's Confidential Information, in whole or part, may cause irreparable damage to the disclosing Party, that monetary damages may be an inadequate remedy, and that the amount of such damages may be extremely difficult to measure. The receiving Party agrees that the disclosing Party shall be entitled to seek temporary and permanent injunctive relief to restrain the receiving Party from any unauthorized disclosure or use. Nothing in this Agreement shall be construed as preventing the disclosing Party from pursuing any and all remedies available to it for a breach or threatened breach of a covenant made in this Section 9, including the recovery of monetary damages from the receiving Party.

10. Representations, Warranties, and Disclaimers.

(a) Mutual Representations of the Parties. Each Party represents to the other that:

(i) It is a company duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and it has full power and authority to enter into this Agreement and to perform each and every covenant and agreement herein contained;

(ii) This Agreement has been duly authorized, executed, and delivered by it, the Person signing is authorized to execute the Agreement, and the Agreement constitutes a valid, binding, and legally enforceable agreement of it;

(iii) The execution and delivery of this Agreement, and the performance of the covenants and agreements herein contained, are not, in any manner or to any extent, limited or restricted by, and are not in conflict with, any commercial arrangements, obligations, contract, agreement, or instrument to which it is either bound or subject; and

(iv) The execution and delivery of this Agreement and the performance of its covenants and agreements herein contained shall comply in all respects with all laws and regulations to which it or its business is subject.

(b) Additional Representations of Vendor. The Vendor represents to Sumyatra that it has the necessary rights, licenses, power, and authority to upload, transfer, process, and store the Vendor Content on the Platform, including obtaining applicable consents to process and store the personal information of identifiable individuals on the Platform.

(c) Additional Representations of Sumyatra. Sumyatra represents to Vendor that Sumyatra possesses the knowledge, skill, and experience necessary for the provision of the Services in accordance with the terms of this Agreement.

(d) Warranties. Sumyatra warrants that:

(i) It will perform the Services in a first class, professional, and timely manner in accordance with the highest professional and industry standards; and

(ii) For the duration of the Term, the Platform will substantially operate in accordance with, and have the functions set out in, the Specifications.

Sumyatra does not warrant or guarantee Leads, conversions, or commercial outcomes.

(e) DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS IN RELATION TO THE PLATFORM OR THE PLATFORM, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, OR THAT THE PLATFORM OR THE PLATFORM WILL MEET VENDOR'S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE ERROR FREE. UNDER NO CIRCUMSTANCES WILL SUMYATRA BE LIABLE FOR THE RESULTS OF VENDOR'S USE OR MISUSE OF PLATFORM, INCLUDING ANY USE CONTRARY TO LAW.

11. Vendor's Indemnity.

Vendor shall defend, indemnify, and hold harmless at its own expense any claim, proceeding, or suit (a "Claim") brought against Sumyatra, its affiliates, directors, officers, employees, and agents, to the extent such Claim: (i) alleges, directly or indirectly, that any Vendor Content infringes any copyright, patent, or registered trademark of a third person (including software or service licenses); (ii) alleges, directly or indirectly, that the Vendor Content contains any Objectionable Content; or (iii) is in relation to Vendor's use or misuse of the Platform, except to the extent as Sumyatra.

12. Limitation of Liability.

(a) Consequential Damages. In no event shall Sumyatra be liable to the Vendor or any third party for any consequential, incidental, exemplary, or punitive damages even if advised in advance of the possibility of such damages. Further, Sumyatra shall not be liable to Vendor for any lost revenue, lost profit, or lost savings.

(b) Limitation of Direct Damages. In respect of any claim, demand, or action by the Vendor against Sumyatra or any of its employees, directors, officers, or agents whether based in contract, tort (including negligence), or otherwise, including a breach by Sumyatra of any of its obligations under this Agreement (whether or not a fundamental breach), the Vendor's sole and exclusive remedy shall be to receive from Sumyatra payment for actual and direct damages to a maximum aggregate amount equal to the amount paid by Vendor to Sumyatra in the six (6) months preceding the date of the event.

13. Force Majeure.

Except for any obligation to make payments, neither Party will be responsible to the other Party for any damages caused by a delay or the failure to perform any of its obligations under this Agreement when the delay or failure is the result of a Force Majeure Event.

14. Miscellaneous.

(a) Notice. Notices hereunder will be deemed properly given if in writing and given by facsimile, personal delivery, pre-paid registered mail (return receipt requested), or national courier service addressed to the recipient at the following addresses:

If to Sumyatra: 26400 Woodfield Rd, unit 42
Damascus, MD 20872
Attention: Sumyatra, LLC

If to Vendor: the address on the Account

Or to such other address or individual as either Party may notify the other. Any notification will be deemed delivered: (a) upon receipt, if delivered personally or pre-registered mail; (b) on the next Business Day, if sent by courier service, for next Business Day delivery, or if sent by fax.

(b) Relationship of Parties. The Parties are independent contractors and no other relationship is intended. Nothing herein will be deemed to constitute either Party as an agent, broker, reseller, representative, or employee of the other Party, or both Parties as joint venturers or partners for any purpose. Neither Party will have the authority or right to represent nor obligate the other Party in any way, except as expressly authorized by this Agreement.

(c) Governing Law. This Agreement will be governed by, and construed and enforced in accordance with, the laws in force in the State of Maryland (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). The Parties hereto agree to submit to the exclusive jurisdiction of the federal or state courts having jurisdiction over Montgomery County, Maryland and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.

(d) Survival. Sections 7.(c), 8., 9., 10., 11., 12., and 14., and any other section that by its nature is meant to survive, will survive termination or expiration of this Agreement.

(e) Modifications. Any amendment of this Agreement must be in writing and signed by an authorized representative of each Party.

(f) Waiver. No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

(g) Entire Agreement. This Agreement, with its Schedules, constitutes the entire understanding between the parties regarding the subject matter of this Agreement. In the event that the Terms of Service and Privacy Policy conflict with this Agreement, this Agreement, then the Terms of Service, and then the Privacy Policy shall govern.

(h) Severability. If any provision of this Agreement is unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not) and all other provisions will not be affected.

(i) Further Assurances. Each Party shall take such action (including, but not limited to, the execution, acknowledgment, and delivery of documents) as may reasonably be requested by the other Party for the implementation or continuing performance of this Agreement.

(j) Assignment. Vendor shall not assign or otherwise transfer any rights or other obligations under this Agreement without Sumyatra's prior written consent, such consent not to be unreasonably withheld. This Agreement will inure to the benefit of and be binding upon each of the Parties and their permitted successors and assigns.

(k) Counterparts. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(l) Attorneys' Fees. In the event that any Action is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the prevailing Party is entitled to recover its actual attorneys' fees and court costs from the non-prevailing Party.

(m) Export Regulation. The Platform may be subject to US export control Laws, including the US Export Administration Act and its associated regulations. Vendor will not directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any country, jurisdiction or person to which export, re-export, or release is prohibited by applicable law. Vendor will comply with all applicable Laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the United States