MA3: Cloud Platform

Grant of License to Use

Welue grants you a limited license to access and make use of the platform to the extent of your scope entitlements until the end of the validity period, only in accordance with this MA. Such limited license is a non-exclusive, non-transferable, non-sub-license-able. Platform is provided on an 'as-is' basis and we may change, discontinue, add, modify or remove features or functionality from the Services from time to time.

Your use of the Platform is restricted to the applicable usage only; solely for your business purposes and solely in accordance with the engagement. Any other type of use will require you to extend the scope entitlements by executing a service contract with us.

All licenses granted to you in the engagement are conditional on your continued compliance the engagement, and will immediately and automatically terminate if you do not comply with any term or condition of the engagement. During and after the term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any services you have used.

Licensed, Not Sold

Platform Ownership: The Platform is licensed, not sold, only in accordance with this MA.

Reservation of Rights: Welue reserves all rights not expressly granted to you in the engagement. The platform, applications, websites, domains, software and any online assets are owned by Welue. Our platform currently consists of various web pages that are configured to operate from alternate domains and URLs as well as digital content on such pages/sites. The platform may expand, shrink or change from time to time.

The platform is protected by copyright, trade secret and other intellectual property laws. Welue own the title, copyright, and other worldwide intellectual property rights in the platform and all copies of the same. Welue does not grant any license or other authorization to you of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on the Platform.

License Restrictions: You are not licensed or permitted under the engagement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Platform to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Platform, or related materials or create derivative works based upon the Platform or any part thereof; (c) network the Platform; and (d) copy the Platform in whole or part, or use trade secret information contained in the Platform, to develop software to interface with the Platform. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Platform, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Welue on or within the Platform or any copies of the Platform. All license transfers are subject to written approval by Welue and may be subject to a transfer fee determined by Welue in its sole discretion. If your enterprise is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Welue regarding transferring your license to the new company.

Resale of Services: You may not resell the Services to other enterprises or users without obtaining express written consent from us. The license to use the Platform does not include any resale or commercial use of the Platform or its contents; or any derivative use of this Platform or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on this Platform for any commercial purpose.

Account Creation

You must create an account associated with the Services in order to be eligible to receive the Services. To access the Services, you must create a Multey-account.

• For individuals, a User account is created. Such a Multey-account is associated with a valid e-mail address. Unless explicitly permitted by the Service Terms, individual users may only create one account per email address.
• For entities, an Enterprise account is created. Such a Multey-account is created by an individual user authorized to represent the entity.

User Registrations

The platform requires registration of every user. So you agree that you must register and you will need to coordinate with other users like your employees, officers, directors and affiliates to register and direct/support then to activate their Multey-account to enable them to be added to the enterprise account.

Your Account is Your Responsibility

Most parts of the Multey-accounts are self-managed by the users. You are responsible for maintaining the confidentiality of your Multey-account password and you are solely responsible for all activities that occur under your password. You agree to take remedial action immediately of any unauthorized use of your password or any other breach of security related to the platform. Welue reserves the right to require you to change your password if we believe that your password no longer is secure.

You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of the engagement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.

Password Security

You choose your own login credentials (user ID and/or password) to create and operate your Multey-account. You are the only person authorized to use your user-ID and/or password and for maintaining the confidentiality of your user-ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password. If you choose to share your user-ID and/or password with your agents/representative/delegate, you do so at your own risk and you solely remain responsible for the use of the Platform under your user-ID and/or password. You authorize and direct Welue and all impacted subscribers to carry out all transactions initiated with your user-ID and/or password.

Adherence

You undertake not to use the platform in a manner inconsistent with its design or documentation. As you access and use the platform, you will adhere to all laws, rules, and regulations applicable to your use of the Services, including the Service Terms, the PAFs and other rules as defined in applicable COGs and relevant HOPs.

You may not download (other than page caching), or modify any portion of it, except with the express written or e-mailed consent of Welue.

By using the Platform, you warrant to Welue that you will not use the Platform, or any of the content obtained from the Platform, for any purpose that is unlawful or prohibited by the Service Terms and by its policies.

You shall (i) be responsible for compliance with the engagement by your personnel and account users, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the platform, and notify us promptly of any such unauthorized access or use, (iii) use the platform only in accordance with applicable laws and government regulations (including without limitation those pertaining to unsolicited email), (iv) comply with all applicable social media website terms of use in your use of social data, (v) only submit records for inclusion in the platform database that are accurate and up-to-date, and to which you have the necessary rights, licenses and/or permissions to submit; and (vi) only submit business contact records or company records for inclusion in the platform database.

You shall not (a) sell, resell, rent or lease the platform, (b) use the platform to upload, store or transmit infringing, libellous, threatening, or otherwise unlawful or tortious material, or store or transmit material in violation of third-party privacy or publicity rights, (c) use the platform in whole or in part for the purpose of serving as a factor in establishing an individual's eligibility for credit, employment or insurance or for any other consumer initiated transaction, (d) use the platform to store or transmit malicious code, or (e) interfere with or disrupt the integrity or performance of the online platform.

If you violate any of the Service Terms or PAFs, your permission to use the Site automatically terminates. Welue reserves unconditional rights to, either temporarily or permanently, revoke the license at any time with or without stating reasons for the same.

Prerequisites

You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the platform and for paying all charges related thereto.

In order to access and use our services; and to retain an electronic record of communications, you will need: a computer, a monitor, a connection to an internet service provider, internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept" button and accepting the engagement, you are confirming to us that you have each of these and the means to access, and to print or download, communications.

You Must Have Internet Access

You are responsible for providing, at your expense, any access to the Internet and any required equipment. We do not provide ISP services. You must have your own internet service provider.

DSL, cable or another high speed internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect you to the platform, including, but not limited to, "browser" software that supports protocol used by the platform, including Secure Socket Layer (SSL) protocol or other protocols accepted by the platform, and to follow logon procedures for services that support such protocols. Welue is not responsible for notifying you of any upgrades, fixes or enhancements to any such browser software or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by Welue. Welue assumes no responsibility for the reliability or performance of any connections as described in this clause.

The Platform may cause your computer, without additional notice, and on an intermittent or regular basis, automatically to connect to the internet to facilitate your access to content and services that are provided to you by Welue. In addition, the Platform may, without additional notice, automatically connect to the internet to update downloadable materials from these services so as to provide immediate availability of these services.

Transmission of Data

You understand that the technical processing and transmission of your electronic communications is fundamentally necessary to use of the Service. You expressly consent to Welue's interception and storage of electronic communications and/or your data, and you acknowledge and understand that your electronic communications will involve transmission over the internet, and over various networks, only part of which may be owned and/or operated by Welue. You further acknowledge and understand that electronic communications may be accessed by unauthorized parties when communicated across the internet, network communications facilities, telephone or other electronic means. Welue is not responsible for any electronic communications and/or your data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by Welue, including, but not limited to, the internet and your local network.

Consent to Conduct Business Electronically

The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities to do so. Your consent to do business electronically applies to the engagement, the Platform and any applicable business dealings with other subscribers.

You (as any subscriber in the capacity of Principal, DCP, 3PL, Buyer, Seller or any other identity) agree to electronically process and honour business transactions with other subscribers on the platform. This includes, but is not limited to, place, receive and process trade order, transfer request, invoice, goods receipt note and other business records on the exchange platform. You acknowledge that such digitally processed online transactions are legally binding contracts like any other written signed contracts.

Welue shall ensure that the Platform adheres to appropriate quality, security and performance standard and supports business continuity. Terms related to security and performance management including testing and assurance protocols will be detailed in the respective PAFs.

Welue shall: (i) make the platform available to you in accordance with the applicable scope entitlements, and (ii) use commercially reasonable efforts to make the ongoing platform services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which we shall give at least 8 hours' notice and which we shall schedule to the extent practicable during the weekend hours), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or internet service provider failures or delays, or denial of service attacks.

You agree that your use of the platform is neither contingent on the delivery of any future functionality or features or the delivery of any of our other services, nor are they dependent on any oral or written public comments made by us regarding future functionality or features.

Service Level Threshold

Welue works to provide 99.5% uptime of the Platform with respect to your use of our services during each calendar quarter of the Term, excluding regularly scheduled maintenance times. We deploy reasonable online tools to record platform's system logs to calculate any service level events.

For direct subscribers only, on a case basis if required and at the unconditional sole discretion of Welue, if in any calendar quarter this uptime threshold is not met by Welue and you were negatively impacted (i.e., attempted to log into or access the Service and failed due to the unscheduled downtime of the Service), Welue shall provide, as the sole and exclusive remedy, a service credit adjustable against future billings. No cash payments are made against such service credit. Such service credit will under no circumstances exceed a maximum amount of half month's fee for the use of the Service. Half month's fee will be computed as the average monthly billings to you over the immediately preceding 12 months divided by two.

You are not entitled to a service credit if you are in breach of your obligations under the engagement, including your payment obligations under the service contracts between you and us.

Scheduled and Unscheduled Maintenance

Regularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled if it is communicated at least 8 hours in advance of the maintenance time. Regularly scheduled maintenance time typically is communicated at least a week in advance, generally scheduled to occur at night on the weekend, and takes less than 10-15 hours each quarter. Welue will publish such schedules in the Info-Center to reserve time-slots for routine scheduled maintenance as needed.

Welue in its sole discretion may take the Platform down for unscheduled maintenance and in that event will attempt to notify you in advance. Such unscheduled maintenance will be counted against the uptime guarantee.

Updates/Notice

This service level threshold may be amended by Welue in its discretion but only after providing adequate advance notice. Notices will be sufficient if provided to a user designated as an administrator of your Welue account either: (a) as a note published in the Info-Center, or (b) by email to the registered email address provided for the administrator(s) for your account.

Exclusions from Service Threshold

Only the functionalities in an active-state are covered under the service level threshold. Beta-state or lab-state functionalities and other test environments are expressly excluded from this or any other service level threshold.

The service level threshold does not apply to any downtime, suspension, or termination of any Welue services:

• that result in account suspension or termination due to your breach of the engagement;
• caused by factors outside of our reasonable control, including any force majeure event or internet access or related problems beyond the reasonable capabilities of Welue;
• that result from any actions or inactions of you or any third party; or
• that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than those which are under our direct control).

The rate limit for cloud queues on the platform is finite based on the overall capacity of servers deployed. Although we maintain adequate surplus at any time on the anticipated usage levels across all subscribers, if the total exceeds the total available capacity, cloud queues may be throttled or stopped. We continually take proactive measures to avoid any such an occurrence.

Your designated administrator is responsible for role administration. You may self-manage role administration via the Multey Control Panel. When making permission changes with Role-Based Access Control, there may be a delay before the implementation of changes, including self-managed changes. Some changes may require you to logout and login again to start a fresh session for the changes to take effect. Welue is not responsible for any loss that may occur due to the delayed implementation of changes.

Risk of Unintended Access to Your Data

The platform enables you to provide public access to your data stored in our online databases. It is very important that you carefully follow the instructions in the info-center and review your platform settings (including but not limited to settings for sharing of content, records, objects and visibility of list views) before publishing a site or enabling access to anyone to your data on the platform. If you publish a site or enable access to your data with settings that you did not intend, you could cause your confidential information stored in our online databases on the platform to be disclosed to unintended third parties or to the public.

Welue is not responsible to you for unauthorized access to your data or the unauthorized use of the services unless the unauthorized access or use results from Welue's failure to meet its security obligations stated in the engagement. You are responsible for the use of the services by any employee of yours, any person you authorize to use the services, any person to whom you have given access to the Services, your indirect subscribers, your linked users and any person who gains access to your data or the services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.

Avoid Careless Misuse

You shall cautiously select the users in your account strictly on a need basis. Harmless yet unwanted addition of users to your account may expose your account and its data to potentially meaningless access and action. You shall review the roles assigned to users on a regular basis to ensure that the same are aligned with the current needs and business realities of your enterprise. While you shall provide your authorized consultants, agents, auditors, counsels and other representatives, temporary access to the account, it is imperative that such access be revoked after the purpose is complete.

Principal, as a direct subscriber, shall screen the number of enterprise users to be provided to its indirect subscribers to limit the exposure of the platform on a need basis only.

End User Violations

You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to the engagement, your data/content or use of the services. You are responsible for end users' use of your account, data, content and the services. You will ensure that all end users comply with your obligations under the engagement and that the terms of your agreement with each end user are consistent with the engagement. If you become aware of any violation of your obligations under the engagement by an end user, you will immediately terminate such end user's access to your account, data, content and the services.

You agree to: (a) use reasonable security precautions in light of your use of the Services; (b) cooperate with Welue's reasonable investigation of outages, security problems, and any suspected breach of the engagement; (c) immediately notify Welue of any unauthorized use of your account or any other breach of security.

Welue reserves the right to modify, suspend, or discontinue any features and functionalities on the platform at any time without notice to you. For example, Welue may make changes to the materials, user experience and/or services at any time without notice. As a cloud based service, we will process new releases on the platform from time to time without notice to you. Such releases may change the features and functionalities, incrementally or substantially as the case may be. These updates and upgrades may cause changes to the platform that may or may not be aligned with your preferences. You acknowledge that such updates and upgrades are a regular part of use of our services; and you approve of all such changes as are implemented with the updates and upgrades.

You agree that we may establish new procedures for your use of the services as we deem necessary for the optimal performance of the services.

If you use any Services that have been identified as a "Beta-State" service, limited release, early access, preview, pilot test, or with similar designation, then your use of the Test Service is subject to the following terms:

• You acknowledge that the Test Service is a pre-release version and may not work properly.
• You acknowledge that your use of the Test Service may expose you to unusual risks of operational failures.
• You should not use the pre-release version of the Test Service in a live production environment. You must not use the Test Service in any hazardous environments, life support, or weapons systems.
• We may terminate the Test Service at any time, in our sole discretion.
• The Active-State version of the Test Service may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the Active-State or subsequent releases.
• You are not entitled to any service level credits under our service level thresholds for downtime or other problems that may result from your testing.
• During the beta test we will provide only limited support for your use of the Beta-State.
• You agree to provide prompt feedback regarding your experience with the Test Service in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you experience. You agree that we may use your feedback for any purpose, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your testing of the service shall be owned exclusively by Welue.
• You agree that all information regarding your beta test, including your experience with and opinions regarding the Test Service, will be "Confidential Information" of Welue, and may not be disclosed to a third party or used for any purpose other than providing feedback to Welue.
• The Test Service is provided "AS IS" with no warranty whatsoever.
• Welue disclaims any and all warranties with respect to the Test Service including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

The maximum aggregate liability of Welue and any of its employees, officers, directors, agents, affiliates, or suppliers, under any theory of law (including breach of contract, tort, strict liability, and infringement) for harm to you arising from your use of the Test Service shall be at the sole unconditional discretion of a Welue and the only remedy may be to issue service credit for an amount not exceeding INR 20,000 (Indian Rupees Twenty Thousand Only).

Normal Usage

The platform is subject to limits as detailed in the Enterprise Fact Sheet on Platform Entitlements most of which are published in the Control Panel. Those limits per Enterprise Account include (but are not limited to) those below:

• Number of Users
• Number of Items
• Number of Principals
• Number of DCPs
• Number of Sites
• Number of Elements

The limits are applied on an as-is basis at any point in time. For instance, one user may be replaced by another user without consuming additional limit. Hence the limits can be reassigned to new users by replacing former users who no longer require ongoing use of the platform. Likewise, items or elements limits are applied on total consumed without considering replacements or deletions.

Abnormal Usage

In the event that we observe unfair or abnormal use of the platform by you or your subsets (ie your linked users or your indirect subscribers), Welue reserves the rights to put additional sanctions with extended restrictions. In such case the account may be 'put on alert' and additional usage limits may be added to include (but are not limited to) those below:

• Number of Page Views per Month
• Bandwidth Limit per Month
• Platform Server Time Limit per Month

While we will send you intimation about abnormal usage in your account and if your account is on put on alert, we reserve the rights not to provide any explanations. Hence we may or may not state reasons for the same.

Monthly Page Views: Based on our billing rate, we will derive at the reasonable allowable page views per calendar month. The number of page views is calculated as the aggregate number of page views for all users in your enterprise plus all content published through your account, including pages served from all the platform servers (including origin and cache servers). Calendar months are measured in accordance with Indian Standard Time (IST).

Bandwidth Limits: Bandwidth is calculated as the number of bytes served and received from all data in your Enterprise account, including from the platform servers (including origin and cache servers). Bandwidth limits are generally applied on a monthly basis. In the event of high-alert the same may be applied in rolling 24-hour periods.

Platform Server Time Limits: Platform server time is calculated as the total server time required in generating pages for all the data in your Enterprise. Platform server time limits are generally applied on a monthly basis. In the event of high-alert the same may be applied in rolling 24-hour periods.

Disabling Account Usage

Generally, a warning is issued when usage levels are consistently above normal but not crossing 120% of normal. If your account usage levels range from 120% to 150% of normal, the account is put on alert. From 150% to 200% of normal, the account is put on high-alert. Over 200% is unacceptable usage level and warrants suspension or disabling of account usage. Depending on the impact on overall service optimisation, triggered by the rate of increase in usage, available response times are notified to you.

Disabling Usage Due to Continued Abnormal Usage: If the abnormal usage continues despite alert and high-alert intimations, Welue reserves the unconditional discretionary rights to disable the services, either temporarily or permanently, as the case may be.

You may execute a fresh or revised service contract with additional entitlements to accommodate higher levels of usage.

No Obligation to Monitor: Welue has no obligation to monitor your use of the platform or your data. However, you acknowledge and agree that Welue has the right to monitor the platform electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the service properly, or to protect itself or its subscribers. Welue will not intentionally monitor or disclose any private data unless required by law. Welue reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of the service terms.

No Pre-Screening or Monitoring of Content: You agree that Welue has no obligation to pre-screen, verify, or monitor the content on the platform. We shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful or otherwise objectionable content originating with or otherwise provided by you or other third parties.

Usage Data: We collect and store information related to your use of the services. You agree that we may use this information for our general business purposes and may disclose the information to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you.

Usage Reports: Upon written request from Welue, you agree to provide to Welue a usage report with respect to our services. Such report may include (but not limited to) a list of all individuals you have added to your account, items listed. Each such report shall be certified by your authorized representative as to its accuracy.

Investigations

Screening: We do not review all content uploaded to the platform, but we may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behaviour (for example, patterns of activity that indicate spam or phishing, or keywords).

Disclosure: We may access or disclose information about you, or your use of the services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, our subscribers, or the public.

Data Privacy, Security & Control

Privacy Policy: Your access to the services is via a Welue-controlled website. As such, your interaction with the website, and any PII that may be collected by the website, is governed by the Welue Privacy Policy located at https://multey.com/privacy.

Security Policy: Welue agrees to follow security procedures at least as stringent, in Welue's reasonable judgment, as those described in the security policy located at https://multey.com/security.

Data Controller: You are and shall remain the data controller of the content you upload or provide as part of the services/platform. Welue is a service provider to you and has the role of data processor. Welue does not own or otherwise act as data controller of the content. It is your responsibility to verify that the security and privacy protections offered by the services/platform are adequate and in compliance with all applicable laws governing the type of data included in the content which is uploaded in or provided to the services.

Your Data Security: You acknowledge that you are solely responsible for taking steps to maintain appropriate security, protection and backup of your data. You are solely responsible for determining the suitability of the services/platform in light of the type of your data used with the services/platform. We do not maintain any knowledge or control over your IT system(s) {whether or not integrated/interfaced with our platform} and the data you store on your system, including the content, quantity, value or use of such data. You are therefore responsible for taking all reasonable steps to mitigate the risks inherent in storing or transmitting your data between our platform and your IT system(s), including data loss.

Welue Access to Your Data/Content

You acknowledge that the structure of the Welue systems used in connection with the services makes it technically possible for Welue to access your data/content; however, the nature of the services is such that direct access to your data/content by Welue is not intended. In the event Welue is required to access your data/content, Welue will not use or disclose your data/content to non-Welue third parties except: (i) with consent or as otherwise directed or instructed by you; (ii) in furtherance of or in connection with performing services pursuant to the engagement; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (vi) to enforce/protect the rights and properties of Welue or its affiliates or subsidiaries; or (vii) with the prior informed consent of the data subject about whom the PII pertains.

Storage & Backups

Crowded Host Process: You agree that we may migrate your data within the same data center or to alternate data centers if we determine in our reasonable judgment that server migration is required to remediate service degradation or shared resource constraints. In each case we will give you reasonable advance notice and use all reasonable endeavors to minimize the effect that such change will have on your use of the services.

Backup Copy: Welue recommends you to make regular backup copies of your data and content. You have the option to create a snapshot or backup of your data, however, it is your responsibility to initiate the snapshot or backup and test your data backup to determine the quality and success of your backups. Although the data on our platform may be used as the active version, you agree that you will maintain at least one additional current copy of your data and content stored somewhere other than our platform. In this regard, you are responsible for performing and testing restores as well as testing your systems and monitoring the integrity of your data.

The platform supports the configuration of a custom domain, custom URL or custom subdomain. It allows you to opt for a domain or URL of your choice to access and use the service. Welue shall configure the custom domain or URL based on a service contract executed by you.

You may also associate your account or a site published from your account with your own domain name, which is registered or will be registered through the Internet Corporation for Assigned Names and Numbers ("ICANN"). Based on the service contract executed by you, you shall contract Welue to register, renew, or transfer a domain name chosen by you. Welue will procure and administer the custom domain on your behalf. You acknowledge that the availability of the desired domain name is not in the control of Welue. Welue shall submit the request to the domain name services provider (the Registrar) on your behalf. Welue's sole responsibility is to submit the request to the Registrar. Welue is not responsible for any errors, omissions, or failures of the Registrar. Your use of domain name services is subject to the Registrar's applicable legal terms and conditions.

You acknowledge that your use of custom domain name registered with ICANN is subject to ICANN's policies, including without limitation, being bound by the terms of the ICANN Uniform Domain Name Dispute Resolution Policy located at ICANN's website and as may be amended or relocated from time to time.

Custom Domain/URL Configuration

Welue shall undertake configuration of settings as per the needs of the platform to direct the chosen custom domain or URL to the defined webpage on the platform. There are two options for the configurations as follows:

Limited Configuration: In this case you opt to set the custom domain/URL pointed to a site or webpage for open-read-only-access without activating the login functionality on the platform using the custom domain. The domain will only allow access to content that is set for open-access public viewing.

Full Configuration: This adds activating the Secure Socket Layer (SSL) protocol on the domain using a SSL certificate for safe browsing and secure data transfer through https. This option activates the login functionality on the platform using the custom domain. In this case you or your linked-users can login, access secure data and also operate the Control Panel with admin and editing functionalities on the platform.

Rejection or Disabling of Custom Domain/URL

Rejection of Domains before Configuration: We may in our sole discretion reject any custom domain, URL or subdomain proposed by you with or without providing any reasons.

Disabling of Domains after Configuration: If, after you have submitted a custom domain/URL/subdomain and we have completed the configuration or associated it with a webpage, we determine in our sole discretion that it violates the service terms or the MA, or if we receive a notice or claim alleging that any such custom domain/URL/subdomain violates or infringes any law or third-party right, we may disable the associated domain/URL and make reactivation of those webpages/sites conditional on your submitting a new custom domain/URL/subdomain acceptable to us. We reserve these rights irrespective of whether or not ICANN requires you to cease using a domain.

Interoperability

Interoperability allows disparate information systems from multiple vendors to readily work together and exchange data. It enables valuable business connections, whether across processes, between people and information, or among companies in a value chain. Providing Interoperability helps customers decrease complexity and better manage heterogeneous environments-while enhancing choice and innovation in the market.

Welue remains open to supporting broad-ranging technology and business practices that promote greater interoperability. Our approach includes delivering interoperability with our platform by collaborating with you and other subscribers to create a networked exchange ecosystem that can seamlessly create efficiency for you and your business network. Our interoperability efforts are managed on a case-by-case basis and fall under separate service contracts for professional services and custom development to create solutions that address your specific interoperability needs and in enhancing your leverage from the use of our platform and services. We work together with you to design and deploy programmatic interfaces that bridge our platform with your technology stack.

Third Party Services: In connection with your use of the Site, you may be made aware of services, products, offers and promotions provided by third parties, and not by Welue. If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party, and not Welue, is responsible for the performance of the Third Party Services.

API Code Support

If you engage us for API Code Support Services, Welue will provide support for those aspects of code development and/or troubleshooting related to integrating and deploying applications with Welue Services. Code support is limited to distinct, isolated issues within Welue's scope of services. You acknowledge that code support is provided on a best efforts basis as may be described in the service contract for the same and while Welue will endeavor to troubleshoot and provide workarounds for code development issues, Welue makes no guarantee that code support includes resolution of code development issues submitted to Welue. Welue does not guarantee that any code developed as part of the code support will be error free or secure. Code developed as part of code support must be tested in a non-production environment. To the maximum extent permitted by law Welue disclaims any and all warranties not expressly stated, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Code support does not include the following:

• making changes within your active product code
• support of the underlying application itself or application code review
• high-level design
• unsupported third-party technologies utilization and integration
• assistance with changing the software internals
• support for non-specific code issues (for example, creating code for a project)

If you use code support, and submit code to Welue in connection with the services ("your code"), you represent and warrant that you have the right to distribute and modify your code provided to Welue in connection with code support. You also represent and warrant that additional licenses are not necessary for Welue to use your code as required under code support. You agree that if we, our affiliates, or any of our or their respective employees, agents, or suppliers is faced with a legal claim by a third party alleging facts that constitute a breach of your representations and warranties in this clause, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages awarded, fine or other amount imposed on Welue as a result of the claim. Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights and other intellectual property owned or developed prior to the performance of the code support. You grant Welue a royalty-free, non-exclusive, sub-licensable, worldwide license to reproduce, modify and distribute your code for the sole purpose of enabling Welue to provide code support in accordance with the engagement. Any intellectual property developed by Welue during the performance of the code support shall belong to Welue.

To the extent that your code includes any open source code, the parties agree that Welue may contribute any modifications or developments it makes to open source code to an open source project. You shall at all times be solely responsible for any loss or restoration of altered files, data, programs or code.

Third Party Applications and Services

In addition, Welue or third party providers may offer Third Party Applications or services, including implementation, customization and other consulting services related to Customers' use of the Service. Except as set forth in the Estimate/Order Form, Welue does not warrant any such Third Party Applications or services, regardless of whether or not such Third Party Applications or services are provided by a third party that is a member of a Welue partner program or otherwise designated by Welue as "certified," "approved" or "recommended". Any procurement by Customer of any Third Party Applications or services is solely between Customer and the applicable third party provider.

Welue is not responsible for any aspect of third party applications or services that you may procure, connect or integrate with our platform or use in connection with our services. We take no responsibility for any descriptions, promises or other information related to the foregoing. If you install or enable third party applications or services for use with our platform, you agree that Welue is not responsible for your data privacy or security as may be exposed due to the interoperation of such third party applications with the platform, and any exchange of data or other interaction between you and the third party provider is solely between you and such third party provider. Welue shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third party applications or third party providers. No procurement of such third party applications or services is required to use the service.

Non-Welue Applications and Your Data: If you install or enable non-Welue applications for use with the platform and enable integration in any manner, you acknowledge that we may allow providers of those non-Welue applications to access your data as required for the interoperation of such non-Welue applications with the platform. We shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by non-Welue application providers.

Standard scope may sometimes need some extensions or modifications to meet specific business needs and to align with your ways of business. We do not profess 'one-size-fits-all' approach and acknowledge the need for specific custom developments that you may need to strengthen the leverage from the use of our platform. Welue remains open to supporting broad-ranging technology and business practices that promote greater alignment with your business. Our approach includes delivering custom features and functionalities on our platform tailored to meet your specific needs to create higher efficiency for you and your business.

Our custom development projects are scoped on a case-by-case basis and fall under separate service contracts to create solutions that address needs that are specific to your business and in enhancing your leverage from the use of our platform and services. We work together with you to design and deploy features and functionalities that bridge our platform with your specific business needs.

If you engage us for custom development, Welue will provide support development and deployment of additional features and functionalities as are decided in the separate service contract executed for this purpose. You acknowledge that custom development is provided on a best efforts basis as may be described in the service contract for the same and while Welue will endeavor to provide desired features and functionalities, Welue makes no guarantee that it will be able to meet all your needs as the custom development is done within the parameters of the overall platform design without compromising the service levels at large.

You will bear the cost for custom development and maintenance of such features and functionalities thereafter.

You acknowledge that the provision of such custom features and functionalities remains contingent on the service optimization of the platform at large, both before and after the release of such custom F&Fs. Welue provides no guarantees that the custom F&Fs will remain unaltered after they are released into the active-state. With the ongoing evolution of the platform, some scenarios may present in a way that may warrant modifications and/or discontinuation of such custom F&Fs.

The custom features and functionalities will become an integral part of our platform and you shall have no rights on the same. The custom F&Fs shall become and remain the sole property of Welue. You shall not lay any claims as to the ownership of such F&Fs or any part of the platform. Any intellectual property developed by Welue during the performance of custom development shall belong to Welue.

• June 11, 2018: Document visibility changed back from signed-users only to all users.
• January 4, 2017: Document visibility changed from all users to signed-in users only.
• December 16, 2015: Initial version of the document published.