MA1: Context and Scope

You or the entity you represent may be identified in one or more of the following ways:

•  The service contract(s) entered between you and us to become a subscriber to our services.
•  The information submitted by you during the registration process to activate your account on our platform and to become a subscriber to our services.
•  Any other contract(s), agreement(s) or shadow arrangement(s) entered between you and us which incorporate this MA by reference.

Welue Strategic Alliances Pvt Ltd. is an information and coordination company. Welue develops and deploys the multipurpose cloud platform called Multey-which reliably offers identity, link and access management for a variety of applications; namely in business automation for supply chain; private information sharing and content engagement system (PISCES) and more. Welue also operates other supply chain services like trunk line distribution network offered under consignee selling agent (CSA) format.

Most of the Welue services are rendered under the business verticals/brand names of INHX [Indian Healthcare Exchange], B2BX [B2B Exchange or Business-to-Business Exchange] and Notesroom.

Welue Strategic Alliances Pvt Ltd is a private limited company incorporated under the Indian Companies Act, 1956 and having its registered office at 207 Essel House, 10 Asaf Ali Road, New Delhi 110002; and its corporate office based at Kedar Square, L29/5 DLF Phase 2, Gurgaon 122002, India.

Unless the context of this agreement otherwise requires:

• Substance over form - the meaning and intent will prevail over the typographical presentation/composition in this agreement.
• Typographically this agreement is not case-sensitive. Therefore, reference to a defined term shall include all cases of the same - upper case, lower case, sentence case or any combination thereof.
• Unless explicitly defined, words denoting singular shall include the plural and vice versa.
• Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have the corresponding meanings.
  • In addition to terms defined in the definitions, certain terms may be defined elsewhere in this agreement and wherever such terms are used in this agreement, they shall have the meaning so assigned to them.
• Unless explicitly defined, words denoting any gender shall include all genders or any other legal entity unless the context otherwise requires.
• Graphics may be used to simplify understanding or to provide an overview. Such graphics are not open for free interpretation.
  • Terms stated in text will prevail over the inexplicit interpretation of such graphics.
  • In all cases, our interpretation of such graphics will prevail over your or any other interpretation.
• Any reference in this agreement to "writing" includes a reference to telegram, telefax, electronic mail or comparable means of communication.
• The headings and captions in this agreement are inserted for convenience and none of them shall have any force or effect and the interpretation of the various clauses shall not be influenced by any of the said headings or captions.
• All references in this agreement to statutory provisions shall be statutory provisions for the time being in force and shall be construed as including references to any statutory modifications, consolidation or re-enactment (whether before or after the date of this agreement) for the time being in force and all statutory rules, regulations and orders made pursuant to a statutory provision.
• The terms "hereof" "herein" "hereby" and derivatives or similar words refer to this entire agreement.
• Whenever this agreement refers to a number of days, such number shall refer to calendar days unless otherwise specified.
• References to the recitals, clauses, schedules and appendices shall be deemed to be a reference to the recitals, clauses, schedules and appendices of this agreement unless otherwise specified in this agreement.
• References to the word "include" shall be construed without limitation.
• Any payment, which is to be made on a day, which is not a Business Day shall be made on the next Business Day of the same month (if there is one) or the preceding Business Day in the same month (if there is not).
• The use of the word "including" in this agreement shall be read to mean "including without limitation."
• Brackets are used in many clauses simply to aid ease in reading and comprehension, and will not in any way impact or modify the meaning of the clause as if such text was not placed in such brackets and is read without such brackets.

This master agreement may have been incorporated by reference in one or more service contracts entered between you and us, or this agreement may have been incorporated by reference indirectly by way of a shadow arrangement executed between you and some other direct subscriber. Alternatively, this may be the only agreement between you and us.

MA with SC

These terms apply in addition to (and not in lieu of) other agreements or contracts.

• Additional Terms: If you entered into one or more Service Contracts with us, the terms in MA constitute an addendum to those contracts, and apply in addition to (and not in lieu of) the service contract.
• Entire agreement: If you entered into one or more Service Contracts with us, the entire agreement will include this master agreement and the service contracts.

MA without SC

As a subscriber to our services, if you have not entered into any service contact with us, then this agreement forms your entire agreement with us.

Order of Precedence

If there is a conflict between the terms of the master agreement, the service contract, or the work order, the documents will govern in the following order:

• Work Order
• Service Contract
• Master Agreement

Referenced Supplementary Information Included

This agreement is to be read with any other policy or rules or other information that may be referenced in the terms. For the purpose of the agreement, such supplementary information will be deemed to be a part of this agreement. When we use the term "agreement" in this agreement, or in any of the service contracts or work orders, all supplementary information referenced herein including but not limited to PAFs (policies and frameworks) and other information content/articles/URLs, we are referring collectively to all of them, including any specific terms that apply to a particular service or only in a specific role capacity of yours or us.

Obligations towards Other Subscribers in the Service Ecosystem

Role based obligations are to be read in the context of your obligations towards other subscribers to this agreement; and the other shadow arrangements that you have with such other subscribers. For instance the contracts between direct and indirect subscribers like principal and reseller; principal and stockist etc. may have a bearing on the interfaces on the exchange. Similarly the employment contracts between you and your staff will have a bearing on selection of users to be linked into your enterprise account.

All Welue services are made available to individuals and entities on a subscription basis. In this regard, any user of our services, whether in an individual capacity or otherwise, is referred to as a subscriber of our services. The type of service used by subscribers and the way in which that service is used forms their overall identity on our platform. Applicability of terms may be decided by the scope of service and/or by the type of subscriber and their identities in the service ecosystem. You may assume any or all identities; and be any and all types of subscribers; in your specific business context and in relativity to other subscribers; for entire or for a part of our service. Terms applicable to each such identity will apply accordingly. Unless explicitly specified, the terms may be applicable to all services, all subscribers and all identities.

• Certain terms may carry a reference to one or more subscriber types to define their rights, obligations, conditions or other terms related to their use of our services and/or for their obligations towards other subscribers.
• You, as a subscriber, may assume one or more subscriber types depending on your relative position to us or to other subscribers. This may either be defined in the service contract with us, or by a separate shadow arrangement between you and such other subscribers, or else is governed by the nature of business relationship between you and us; or you and other subscribers, as the case may be.

Service or subscriber or identity specific terms that will apply only if you have elected to subscribe to {and/or are entitled to the use of} the particular services described in those sections.

The following table provides an overview of our services.

SOW in Info-Center

The scope of our services is broadly described along with the key aspects of the functionality of the platform in the documentation and guidelines in our Info-Center at https://multey.com/info.

The part of the scope that is applicable to the service subscribed by you is based on your service contract with us; or governed by the SC of your Principal.

For all other services the scope is defined by the work order executed between us and/or entitlements on your account on the platform.

Changes in SOW

Business is dynamic and ever-evolving, and the ways of business (including but not limited to processes, models, structures and workflows) keep changing; sometimes gradually and sometimes rapidly. Therefore, we may from time to time amend the scope of our services and/or the functionalities of our platform to align the same with better ways of doing business. While we render services to you and also to many other subscribers, the changes, although implemented evenly across, may affect your business operations in varying degrees compared to other subscribers. In all cases, the changes will be deployed in the overall interest of all subscribers and the platform at large. You agree for us to undertake such changes as and when the need arises. We may or may not consult you while such changes are made. The latest version of the SOW will remain available in the info-center.

Custom Scope to Manage SOW Exclusions

From time to time, you may encounter some unsupported services or functionalities. If you ask us to implement a service or functionality in a manner that is not customary for us, that will be executed on a separate service contract {and/or work order as the context may require} mutually agreed and signed between you and us.

For the purchase and receipt of our professional services or custom development services, you will enter into one or more service contracts with us. For each such service contract, scope will be defined and mutually agreed separately. If there is a relationship with the master agreement, the same will be referenced accordingly. Such services will be treated as additional services not within the scope of the engagement; and subject to your payment of all applicable fees.

Changes to the Services

We may change, discontinue, or deprecate any of the services (or any portions including the services as a whole) or change or remove features or functionality or URLs of the platform/services from time to time [without liability to you or anyone else]. However, as deemed necessary [solely at our unconditional discretion] we will make reasonable effort to notify you before we make any material change to or discontinuation of the services [mostly by an update on the platform or by electronic mail, as needed in the context].

Changes to the APIs: We may change, discontinue or deprecate any APIs for the platform from time to time. If needed [and feasible without affecting the overall shape, structure and specifications of the platform at that time], we will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for an overlapping period of time after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

Discontinued Service

Welue reserves the right to discontinue offering the service. If we discontinue a service component in its entirety, for which you have made an advance payment which is specifically identifiable to that service component, then we will provide you with a pro rata refund for any unused fees for that particular service component that you may have prepaid.

Who May Use the Services - You and Your Fellows

• You may not resell the services. It is entirely restricted by Welue.
• Subject to the terms of our engagement, your fellows may be granted access to the services. In such case, you are responsible for use of the services by any of your fellows to the same extent as if you were using the services yourself.
• You must incorporate the terms of our engagement by way of reference to this agreement in a written shadow arrangement between you and your subsets. As and when needed, upon our request, you agree to provide us with a confirmation or a copy of such shadow arrangements between you and your subsets.
• Unless otherwise agreed, Welue will provide support only to you, not to your subset accounts (indirect subscribers and linked users), subsidiaries, or affiliates, or anyone else permitted to use your services owing to our engagement with you. If we specifically agree in writing to provide support to your fellow accounts {and their linked users} then you are responsible for the payment of fees related to such support.

Note: Info-Center larger than SOW

For the convenience of our users, we structure a host of information all in one place. Hence, our info-center is a repository of many resources besides just the scope of our services to you. You will need to accordingly understand the scope as it applies to our engagement with you.

Some words used in the agreement have particular meanings. The following terms shall, except where the context otherwise requires, have the meanings specified below.

All parties participating or mentioned in this agreement are defined in this section. Various entities are engaged with each other on the platform or otherwise dealing with the exchange. These are anchored into this agreement in some form or the other through different routes.

Parties

We or us or our or Welue or INHX or B2BX or Notesroom means Welue Strategic Alliances Pvt. Ltd. and unless it be repugnant to the context or meaning thereof be deemed to mean and include its successor in title and assigns.

You or Your means a subscriber to our services as identified in your Multey account or in the service contract between you and us, your affiliates and unless it be repugnant to the context or meaning thereof be deemed to mean and include its successor in title and assigns.

Entity, Individual, Affiliate

Entity means an organization, proprietorship firm, partnership, private limited company, firm, corporation, limited liability company, association, trust or any other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Individual means a natural human being.

Person means any entity or any individual.

Affiliate means any person that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Control shall mean the power, directly or indirectly, to direct the management or the policies of a business entity, whether through the ownership of voting securities, by contract, or otherwise. The direct or indirect ownership of at least fifty percent (50%) or, if smaller, the maximum percentage allowed by applicable law, of the voting securities of a business entity or a substantial interest in the assets, profits, or earnings of a business entity shall be deemed to constitute control of the business entity. Control also shall means the power to direct the management or policies of a person, through the power to appoint over half of the members of the board of directors or similar governing body of such Person, through contractual arrangements or otherwise.

Subscriber, Enterprise, User

Subscriber means a person (an entity or an individual) holding a valid account on our platform and/or using our services. Such an entity holds an enterprise or user account on our platform; and/or has an executed service contract with us with this agreement referenced in such contract. A subscriber may directly or indirectly through another subscriber gain access to use our services.

Enterprise means an entity using our platform. Such an entity holds an account on our platform operated by the authorized or designated users.

User means an individual using our platform and/or our services.                                                                                                                    

Enterprise Account means the account of the enterprise on our platform operated by the authorized or designated users.

User Account means the account of the individual on our platform created and operated through a self-managed identification and password.

Types of Users

Offline-Users

Offline-User means a user of our services without using our platform; or by using our platform through a proxy ie alternate user acting on behalf of such person for use of the platform.

Platform-Users

General-User or Site-User or Visitor means a user visiting any site on our platform without logging into an account on our platform.

Multey-User means a user holding an account on our platform operated through a self-managed identification and password.

Logged-In-User means a Multey-User who is logged into his/her account on our platform.

Application-Users

Linked-User or Enterprise-User means a user who has been linked/added to an enterprise account. Such users are authorized by you to access/use our applications through your account; and/or to access/use your content. Such users may include but are not limited to your employees, consultants, contractors and agents.

Position-User means an enterprise user who has been added to one or more positions in one or more units in the account.

Admin-User means an enterprise user with rights to perform certain additional tasks compared to other enterprise users.

• Account-Admin-User or Account-Admin means an enterprise user with account-level rights to perform certain additional tasks compared to other enterprise users.
• Unit-Admin-User or Unit-Admin means an enterprise user with unit-level rights to perform certain additional tasks compared to other enterprise users.

Types of Subscribers: Direct, Indirect, Support

Direct Subscriber or First-Level-Subscriber means an entity or an individual with an executed service contract with us to use our services.
Indirect Subscriber or Second-Level-Subscriber means an entity or an individual holding an enterprise or user account on our platform without an executed service contract with us to use our services.
Support Subscriber or Third-Level-Subscriber means an entity or an individual with an executed support service contract with us to provide services to us and; either holds an enterprise account on our platform or; has their staff as enterprise-users on the platform in one or more of our enterprise accounts.

Identity means the role or capacity in which any entity or individual is acting individually or in relativity to other subscribers in the given context of this agreement and/or our services.

Exchange Identities

Principal or Supplier means an enterprise listing items on the exchange.

Reseller means an enterprise appointed by the principal as a dealer or distributor to trade in items listed by such principal.

Stockist means an enterprise appointed by the principal as the warehouse, branch, depot, CFA (carrying and forwarding agent), CSA (carrying and selling agent) or such similar activities to enable transfer of goods across the distribution channel.

3PL means a support subscriber who has entered into a support service contract with us to provide composite warehousing services at the gateway locations.

Distribution Channel Partner or DCP means an enterprise in the role of reseller or stockist or both.

End Customer or EC means an enterprise in the role of buyer of items as the end-user of such items.

Custodian means an enterprise that is operating the warehouse and that currently has in its custody the physical possession of inventory of goods.

Consignee means an enterprise that is operating the warehouse and that has got goods that have been transferred (not sold) to it by another subscriber and currently has in its custody the physical possession of inventory of third-party goods.

• First/Second/Third-Degree Consignee: Goods may be consigned by the owner to the Consignee and then further by the first Consignee to another second Consignee, so on and so forth. In this multi-level consignment, the Consignees are identified as first-degree consignee, second-degree consignee, third-degree consignee and so on.
• Further Consignee means any consignee beyond the first-degree Consignee.

Trade Identities

Buyer means an entity buying items (listed goods or services) on the exchange.

Seller means an entity selling items (listed goods or services) on the exchange.

Content Identities

Publisher means an entity managing (storing, listing, creating, uploading, curating, publishing etc) information on sites using our platform.

Author means the originator of the information being published on sites using our platform.

Contributor means the provider of information being published on sites using our platform.

Reader means the consumer of information published on sites using our platform.

System-Party or Counter-Party

System-Party means an enterprise holding a Multey-account.

Counter-Party means an off-system-party represented on the platform ie an entity not holding a Multey-account and hence has been represented by entity listing on the platform by an enterprise to record business transacted with such off-system entity.

Standalone and Collective Reference

Party means either you or us.

Parties mean both you and us.

Channel Network or Channel Partners means all exchange roles linked into the given business in context except for the principal and the end-customer.

Business Network or Business Partners means all exchange roles linked into the given business in context.

Trade Partners means buyer and seller in any trade transaction on the exchange.

Subset Accounts or Subsets means all indirect subscribers (including their linked users) and linked users mapped to your account.

Fellow Accounts or Fellows means all subset accounts and support subscribers (including their linked users) mapped to your account.

Service Ecosystem means all subscribers and users of the services with the relative interfaces, roles and obligations; whether governed by the engagement terms with us or collectively with other shadow arrangements which incorporate this MA by reference.

Services

Services mean digital/online and physical/offline services provided by us as are described in the info-center, as updated from time to time.

Engagement Scope means services as defined: (a) for a first-level subscriber in the service contract between you and us or; (b) for a second-level subscriber in the service contract of your respective one or more first-level-subscribers.

Standard-Scope means the scope as it overlaps with our services.

Specific-Scope means the difference between scope and standard-scope.

Sub-Contracted Services or SCS means the services as defined in the sub-contracted service contract between us and the third-level-subscriber or with the 3PL.

Support Services means the services scoped for your specific business context in relation to your use of our platform like setup, training and user support.

Agreements

Master Agreement or MA means this master agreement between you and us.

Service Contract or SC means a one-to-one contract entered between you and us including any supplements and addendums thereto, that incorporate this MA by reference that engages us with you for your use of our services.

Work Order means an order for services under any service contract that confirms the arrangement for optional services contracted under the service contract but that still require ordering from time to time either to specify the timing or extent of service or other related terms - or in some cases simply specify the go ahead to start work.

Sub-Contracted Service Contract or SCSC means a one-to-one contract entered by us to engage the services of a sub-contractor including any supplements and addendums thereto that incorporate this MA by reference that engages the 3PL or other sub-contractors to provide services to us or our subscribers.

Service Terms means the rights and restrictions, terms and conditions, rules, policies and procedures, as may be amended and supplemented, from time to time, which are applicable to the provision of our services.

Shadow Arrangements means one or more arrangements entered into separately between two or more subscribers {to this agreement} to engage with each other {for instance between Principal and DCPs} with this MA incorporated by reference.

Master Terms means the terms of this master agreement; including any supplements and addendums thereto. It includes the policies and any other terms referenced in or incorporated into this agreement.

Additional Terms means the terms of one or more service contracts and work orders executed between us; including any supplements and addendums thereto.

Engagement Terms means collective summation of master terms, additional terms along with PAFs and HOPs.

Engagement or our engagement or the engagement or this engagement refer to the engagement {and the engagement terms} between us based on MA, SC and WO (or SCSC as the case may be) executed between us.

Digital/Online or Physical/Offline Services

Digital Services or Online Services means any online web-based cloud services and associated offline components made available by us.

Digital/Online Contracted Services means online services as scoped in one or more service contracts between you and us.

Physical Services or Offline Services means the difference between services and online services.

Physical/Offline Contracted Services means the difference between contracted services and online contracted services.

Platform & Applications

Platform or Multey means the multipurpose cloud platform comprising websites, portals, applications, documentation and software associated with our cloud offerings including programmatic interfaces and any other code/capability provided by us.

Applications mean the distinctly identified automation modules on our platform. Current applications on Multey are:

• Exchange means a supply chain automation application
• Notesroom means a private information sharing and content engagement system (PISCES)

Third Party Applications mean online and/or offline web-based applications or services that are provided by third parties and interoperate with our platform.

Licensed Platform mean the specific parts of our platform covered in the scope agreed between you and us in one or more service contracts. License is a non-exclusive, revocable (in accordance with the terms of the engagement), worldwide, non-transferable right, without any right to sub-license, to use our platform to the extent of the scope entitlements specified in our service contract with you or your direct subscriber during the applicable License Term subject to the terms and conditions hereof and solely in accordance with the applicable usage and license-type restrictions identified in the applicable contracts and agreements.

License Term or Service Term means the time period during which the License for the applicable platform or services shall be in effect as specified in the applicable service contracts (subject to earlier termination pursuant to the terms hereof).

Features or Functionalities

Features and Functionality or Features or Functionality or Features or Functionality or Functionalities or F&F means any, some or all components, aspects and/or attributes of the platform (or of one or more of the applications), either alone or clubbed into relevant sets, which can: (a) perform some specific action for the user or; (b) enable a user to have a set of capabilities or; (c) aid user experience or user interface.

Lab or lab-state means features or functionality and/or related ideas, concepts, designs, thoughts, resources, web-links, suggestions etc. that are in pre-release state-which may or may not be released in the future.

Beta or Beta-State or Test-Service means features or functionality that is released with a beta tag until it is graduated to active state or withdrawn, as the case may be. This may include temporary testing of features or functionality which may or may not qualify to the active state. Such service may be identified as beta, limited release, early access, preview, pilot test, or with similar designation.

Active or Active-State or Active-Service means features or functionality that is live and available as services on our platform. Only active-state features or functionality are treated as services. Lab and Beta are not included in our services.

Discontinued or Discontinued-State or Discontinued-Service means features or functionality that is retired by us and is no longer available as services on our platform.

New Release means a modified or enhanced version of features, functionality, modules or applications that is designated by us as a new release of that features, functionality, modules or applications and that we make generally available to the subscribers.

Exchange Services

Exchange Services or Exchange means Gateway and Grid as defined below.

Gateway means Trunk Line Distribution Network operated by us while we are appointed as the national consignee selling agent (CSA) by the Principal; and while we subcontract warehousing services from 3PL to offer a network of stocking points across select locations.

Grid means Supply Chain Automation Cloud Platform owned and operated by us to offer an inter-org-IT-system for integration of trade, contracts and order management between the buyers and sellers.

DC-Grid means distribution-channel-grid covering primary trade and transfers amongst principal and its channel network.

EC-Grid means end-customer-grid covering secondary trade and transfers either between principal and end-customers; or between the DCP and end-customer; while the end-customer is a system party.

Content Services

PISCES means Private Information Sharing and Content Engagement System (PISCES).

Other Services

Professional Services means services scoped for specific business needs including supply chain assessments, go-to-market strategy etc.

Custom Development means services as an extension of our platform to meet specific business needs.

Other Platform Terms

Internal Network means a private, proprietary network resource accessible only by employees and individual contractors (i.e. temporary employees) of an entity or similar business association. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations, and similar organizations.

API means an application program interface plus any other programmatic interface, code, method, or process used to interface with our platform, without limitations.

Malicious Code means computer viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

Suggestions or Feedback means all suggested improvements to our platform or services that you provide to us. It includes all suggestions, comments, improvements, or other feedback about our platform/services that anyone provides to us either directly or indirectly.

Error means a failure of our platform or any of our applications to conform substantially to the expected functionality as per applicable documentation.

Maintenance or Platform Maintenance means activities performed from time to time, to apply upgrades, patches, bug fixes or other maintenance to the platform.

Data means items, content and records, alone or in any combination, interfaced and/or managed on our platform that you: (a) run on the platform, (b) cause to interface with the platform, or (c) upload to the platform under your account or otherwise transfer, process, use or store on or through our platform or, (d) upload, create, modify, manage, curate, publish, store, access, interface, receive, transmit, transfer, share or exchange using our platform.

Content, Items, Records, Site

Content means data pertaining to any piece of information/knowledge, in any of the admissible formats, like but not limited to text, files, audio, video, pictures, web-links etc.

Items or item means data pertaining to goods or services listed on the exchange for trade and transfer.

Records means records pertaining to the business transacted on or through the exchange; and related masters, balances etc.

Site means any website that is run using our platform.

Elements mean pieces of content other than the site.

Identifications

Personally Identifiable Information or PII means any data, either alone or in combination with other information, by which an individual i.e. a natural person can be identified or located, or that can be used to identify or locate a natural person. PII includes: (a) a combination of any information that identifies an individual with that individual's sensitive and non-public financial, health or other data or attribute, such as a combination of the individual's name, address, phone number or email address with the individual's identification number issued by any governmental agency, financial account number, date of birth, address, biometric data, mother's maiden name, or other personally identifiable information; (b) any non-public personal information, and (c) any protected health information. In some contexts PII may also include the social data with social media user identifications corresponding to individual's records linked into and sourced from the internet.

Entity Identifiable Information or EII means any data, either alone or in combination with other information, by which an entity can be identified or located, or that can be used to identify or locate the entity. EII includes identity and contact information pertaining to an entity like but not limited to company name, address, website, telephone number email address etc.

Other Data Related Terms

Third Party Content means content made available to you by any third party on the platform or in conjunction with our services.

Your Submissions means content that you post or otherwise submit to or through our platform.

Info-Center or Multey-Info-Center or MIC means the documentation as currently available at https://multey.com/info and as may be amended/updated by us from time to time. It includes, but not limited to, the master agreement, policies, frameworks, guidelines, procedures, help, tips and rules, describing features and functionalities, reference resources, blog-posts, reports and more. Main blocks of documentation in the info-center include MA, HOPs and PAFs.

Policies & Frameworks or Policies or Frameworks or PAFs means those named in the table below and as currently available in the URL mentioned against their respective name in the table below and as may be amended/ updated by us from time to time. PAFs are subject to change from time to time depending upon change in our services or our scope with you or the functionalities available on our platform. For the latest PAFs, please refer the link provided in the table below. Any action or inaction specified in this agreement should be governed by then current PAF. Such PAFs shall be deemed to be an integral part of this agreement. 

Help & Operating Procedures or Help or HOPs means documentation in the info-center aimed at helping users to understand the functionalities on the platform to learn the steps for use of the platform by means of online self-reference. Such documentation may be updated by us from time to time. It also includes developer guides, getting started guides, user guides, quick reference guides, support guidelines and other technical and operations manuals and specifications for the platform and the services.

Support means (a) the availability of assistance by us with training and experience relative to our services and (b) any additional level of assistance offered by us for the specific services contracted by you. Support includes the provision of new releases and, may also include telephone support, web-based support tools, and correction of errors, all to be provided to you by us; depending on the level of support scoped in one or more service contracts between you and us.

Enterprise Fact Sheets or Fact Sheets or EFS means such documents that contain supporting information about you and/or your business that keeps dynamically evolving, as is furnished by you to enable us in rendering our services and to define the scope areas of or extent of your usage of our services. Revisions to EFSs will be made as and when updates happen to accommodate the evolving needs of the business and to align expectations between you and us. Such Facts Sheets shall be deemed to be an integral part of this agreement. Some of the facts sheets are listed below and as it may be amended and updated by us from time to time.

• About the Enterprise
• Gateway Locations
• Distribution Network
• Platform Entitlements
• Designated Contacts

Control & Operating Guidelines or COGs means such documents that contain supporting specific information about you and/or your business that keeps dynamically evolving, as is furnished by you and agreed between you and us for release or otherwise. COGs may contain your business information in context of our services that is: (a) needed to enable us in rendering our services; (b) cover requirements specific to your business context; (c) scope areas of or extent of your usage of our services; (d) procedures and protocols for business interactions in the context of this agreement; (e) other information as is relevant in the context of this agreement. Revisions to COGs will be made as and when updates happen to accommodate the evolving needs of the business and to align expectations between you and us; and/or between you and other subscribers. Such COGs shall be deemed to be an integral part of this agreement. More COGs may be added to accommodate your business needs and for better inter-party coordination, compliance, alignment and efficiency. Sample set of COGs are listed below and as it may be applicable in your business context from time to time.

• Internal Control Requirements
• Confidentiality and Compliance Statement
• Business Conduct Principles
• Storage & Handling Norms
• Product Warranty Information
• Service & Support Guidelines

Documentation means all of the above collectively including MIC, MA, PAFs, HOPs, EFSs and COGs.

Products mean those products, which are offered for sale to the reseller by the principal which are manufactured and/or distributed by the Principal (as the same may be modified from time to time) and any improvements, changes or additions thereto. The principal may from time to time in its sole discretion, add to or delete from the list of products. Notwithstanding the preceding sentence, products shall not include, any other products sold by the principal which are not listed on the exchange, unless so designated in the future by the principal at its sole discretion.

Counterfeit Products mean and include products designed, dressed, branded and/or packaged in a manner intended to be indistinguishable from that of the genuine original and not manufactured and/or distributed by the Principal.

Diverted Products mean the redirection of products from the manufacturer's intended area of sale to a different geography or distribution channel.

Device means a product make or model that the principal has registered with any regulatory agency and that is being actively marketed by the principal directly or through/with the channel partners.

Adverse Event means any hazard, contra-indication, side-effect, precaution, untoward medical occurrence, noxious event, untoward and unintended response or other unexpected adverse reaction associated with the use of a product/(s), whether or not considered attributable to the product/(s) or to its compounds or to the packaging, labelling or the instructions for use, including but not limited to: (a) any event or complaint resulting from an overdose of the product, whether accidental or intentional; (b) any event or complaint resulting from the abuse of the product; (c) any event or complaint resulting from the recall or withdrawal of the product and any failure of the expected pharmacological action; (d) any malfunction, failure or deterioration in the characteristics and/or performance of the product; (e) any inadequacy in the packaging, labelling or the instructions for use which, directly or indirectly, might lead to the death of a patient or consumer or of other persons or to a serious deterioration in their state of health; (f) any technical or medical factor in relation to the characteristics or performance of the product might lead to a recall or withdrawal of the product.

Confidential Information means all nonpublic information shared by the disclosing party/subscriber, its affiliates, business partners or its respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to the disclosing party'/subscriber' technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that the disclosing party/subscriber is obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or respective affiliates; or between you or us with any other subscriber.

• Confidential Information does not include any information that: (a) is or becomes publicly available without breach of the engagement; (b) can be shown by documentation to have been known to you at the time of you receipt from the disclosing party/subscriber; (c) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (d) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
• Confidential Information includes: (a) unpublished prices and other terms of service, audit and security reports, product development plans, nonpublic information of the disclosing party/subscriber relating to its business activities or financial affairs, data center setup designs, server configuration designs, and other proprietary information or technology, and (b) information that is marked or otherwise conspicuously designated as confidential. Information that is developed by you/us, without reference to the other's confidential information, or that becomes available to you/us other than through violation of the engagement or applicable law, shall not be confidential information of the other party.
• Confidential Information includes all information provided by us with regard to scope of the engagement, our platform or our services, including info-center, analysis, reports etc. regardless of whether the information is provided through any medium such as written, oral, digital, audio, video, documents or otherwise.
• Confidential Information includes trade secrets and other confidential and proprietary information of any party, including without limitation, such party's formulas, techniques, and methods of manufacture and/or operation; product designs, drawings, specifications, prototypes and samples and results of research and development, including abandoned projects; Intellectual Property Rights; computer programs in source code or object code; costs of products; the prices it obtains or has obtained or at which it sells or has sold its products or services, including discounts; customer lists, including name, address, telephone number, customer contact, sales history and product mix; compensation paid to employees and other terms of employment; specialized equipment used in its processes; any other information which one Party/Subscriber (the "Receiving Party/Subscriber" may become privy to by reason of its relationship with the other Party/Subscriber (the "Disclosing Party/Subscriber"); any oral or written information from the Disclosing Party/Subscriber involving the foregoing or other written information marked "confidential"; the terms and conditions of the engagement, the cost of the Products and all information and work product supplied to the Receiving Party/Subscriber.
• Confidential Information may also include, but is not limited to, the terms of the engagement; technical and product information; drawings, diagrams, schematics and specifications; marketing, customer, pricing, financial, and sales information; regulatory information and materials; each Party/Subscriber's intellectual property embodied in each Party/Subscriber's products and materials, and sample products that may be furnished to either Party/Subscriber. Confidential Information will also include all information, knowledge, know-how, or data regardless of form (whether written, oral, photographic, electronic, magnetic, computer or otherwise) which is treated or designated by a Party/Subscriber as confidential or which by nature of the information disclosed, the Receiving Party/Subscriber reasonably should know that such information is confidential. Without limiting the generality of the aforesaid, Confidential Information, if not marked as "confidential" (or words of similar import) by the Disclosing Party/Subscriber at the time of disclosure may be designated as Confidential Information by the Disclosing Party/Subscriber, upon the Disclosing Party/Subscriber providing the Receiving Party/Subscriber with written confirmation of such within thirty (30) days after the Disclosing Party/Subscriber's disclosure.
• Exclusions from the Definition of Confidential Information: The confidentiality and non-use obligations under the engagement will not apply to the following as established by reasonable proof: (a) Information that at the time of disclosure is in the public domain; (b) Information that, after disclosure, becomes part of the public domain by publication or otherwise, except through a breach of the engagement; (c) Information that the Receiving Party/Subscriber can establish was in its possession prior to disclosure or was subsequently and independently developed by employees of or on behalf of the Receiving Party/Subscriber without use, direct or indirect, of information required to be held confidential hereunder, who had no knowledge of the Confidential Information disclosed; (d) Information approved in writing by the Disclosing Party/Subscriber for release by the Receiving Party/Subscriber; or (e) Information that is or was received by the Receiving Party/Subscriber from a third party having legal right to transmit the same, free of any obligation of confidence.
• Confidential Information means and includes information which is disclosed to or obtained by the Receiving Party/Subscriber from the Disclosing Party/Subscriber in the course of its engagement, during the Term whether (without limitation) in graphic, written, electronic or machine readable form on any media or orally and whether or not the information is expressly stated to be confidential or marked as such and includes, but is not limited to, information of value or significance to the Company such as: (a) Intellectual Property of Disclosing Party/Subscriber and/or its Affiliates or in which the Disclosing Party/Subscriber and/or its subsidiaries have an interest and Receiving Party/Subscriber's contribution including information relating thereto or any part thereof; any devices or schemes designed by the Disclosing Party/Subscriber and/or its subsidiaries to prevent unauthorized copying thereof; trade secrets of the Disclosing Party/Subscriber or its subsidiaries; (b) Data of transactions or deals in which the Disclosing Party/Subscriber and/or its subsidiaries has been engaged/involved; (c) Information, processes, investments and technology used in conducting the Disclosing Party/Subscriber's Business, including details as to strategic decisions, analysis of market for the Disclosing Party/Subscriber's Business, procedures and strategies, the fees, discounts, commissions and other credits of Disclosing Party/Subscriber or its Affiliates; (d) Business information, particularly information relating to new investments, projects, services, products, pricing agreements and joint ventures in which the Disclosing Party/Subscriber and/or its subsidiaries is/are involved; (e) Information and Personal Data in respect of the Disclosing Party/Subscriber's employees, customers, distributors, consultants, agents, representatives of the Disclosing Party/Subscriber and/or its subsidiaries including details of their compensation and commission; (f) Research and development information, particularly information relating to strategies/analysis of expansion of facilities and improvements in technologies to be made by the Disclosing Party/Subscriber and/or its Affiliates relating to its Business; (g) Financial information, in particular, concerning budgets, projections, targets, fees and revenue calculations, sales figures, financial statements, costing, profit margins and profit expectations of the Disclosing Party/Subscriber and/or its Affiliates; (h) Information which, to the Receiving Party/Subscriber's knowledge or otherwise, is not intended by the Disclosing Party/Subscriber for general dissemination; (i) Information received by the Disclosing Party/Subscriber and any its subsidiaries/employees of the Disclosing Party/Subscriber from third parties under obligation of confidentiality; (j) Any information derived from any of the above; or (k) Any copies of the abovementioned information.
• Confidential Information does not include information that is in the public domain other than being in the public domain as a result of the Receiving Party/Subscriber's breach of the engagement.

Disclosing Party/Subscriber means a party/subscriber disclosing Confidential Information pursuant to the engagement

Receiving Party/Subscriber means a party/subscriber receiving Confidential Information pursuant to the engagement.

Intellectual Property includes patents, inventions, know how, trade secrets, trademarks, service marks, designs, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, and other confidential and proprietary information, data, documents, instruction manuals, records, memoranda, notes, user guides, ideas, concepts, information, materials, discoveries, developments, and other copyrightable works, and techniques in either printed or machine-readable form, whether or not copyrightable or patentable;

Intellectual Property Rights means collectively all rights in copyrights, domain names, Inventions, Marks, Patents and Trade Secrets which any Party may at any time own, adopt, use, or register with respect to the business, services, products or otherwise. Intellectual Property Rights include (i) all right, title, and interest under any statute or under common law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; (iv) right to obtain and hold appropriate registrations in Intellectual Property and,(v) all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same (viii) any knowledge, material, ideas or content created in the course of engagement under the engagement or otherwise during the course of employment by an employee;

Property includes, but is not limited to the: (a) internal memoranda, computer equipment (including software), laptops, training materials, books, and all other like property, including all copies, duplications, replications, and derivatives of such property which embody Confidential Information and Intellectual Property or any other information concerning the business of the entity, whether such documents have been prepared by the entity or anyone else; (b) blueprints, drawings, photographs, charts, graphs, notebooks, lists, computer disks, tapes or printouts, sound recordings and other printed, typewritten or handwritten documents, sample products, prototypes and models concerning the business of the entity; (c) any immoveable property, automobile, fittings and furnishings, communication equipment, other equipment and all other items concerning the business of the entity; and (d) any tangible expression of Confidential Information, including, without limitation, photographs, plans, notes, renderings, journals, notebooks, computer programs and samples relating thereto concerning the business of the entity.

Inventions means all inventions, developments, concepts or improvements, including but not limited to all inventions, developments, concepts or improvements in or relating to the business, services, products or otherwise whether currently in existence or created, developed or obtained during the duration of the engagement and in the context of our services.

Marks means all trademarks, service marks, trade names, trade dress, logos, slogans, designs and other commercial symbols and source-identifying indicia, and all applications and registrations therefore for use in any way in connection with the business, field and/or products whether in use or existence currently, or used, created, developed, obtained or intended for use during the duration of the engagement and in context of our services.

Patents means all patents issued in the territory and any continuations, continuations-in-part, applications, divisionals, reissues, or re-examined patents thereof, covering in whole or in part or relating to any aspect of the business, services, products or otherwise, whether currently in existence or created, developed or obtained during the duration of the engagement and in the context of our services.

Trade Secrets means any valuable information, not generally known to the public, including but not limited to all technical information, used in the in connection with the business, services, products or otherwise, whether currently in existence or created, developed or obtained during the duration of the engagement and in the context of our services.

Business Day means 10:00 a.m. to 6:00 p.m. Monday through Friday, India Standard Time, excluding public holidays.

Electronic Communications means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the internet.

• June 11, 2018: Document visibility changed back from signed-users only to all users.
• June 30, 2017: Added links to the Disaster Recovery Plan.
• June 24, 2017: Added links to the Acceptable Use, Privacy, Security and User Support Policies.
• January 4, 2017: Document visibility changed from all users to signed-in users only.
• December 16, 2015: Initial version of the document published.