THIS MASTER SUBSCRIPTION AND SERVICES AGREEMENT GOVERNS THE ANCHOR’S USE AND AVAILMENT OF SERVICES PROVIDED BY MYND FINTECH PRIVATE LIMITED (HEREINAFTER “COMPANY”). IT CONSTITUTES A BINDING AGREEMENT BETWEEN ANCHOR AND THE COMPANY.

BY (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR (2) CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR (3) USING THE SERVICES, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “ANCHOR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT AVAIL THE SERVICES.

The Company and Anchor are individually referred to as “Party” and collectively as “Parties”.

WHEREAS:
A. The Company hosts a cloud hosted platform (which includes mobile and web-based applications with user interface) which, inter alia, provides Dynamic Discounting (defined below) through the Company’s platform/mobile application (hereinafter referred to as “Industry Connect”).

B. Anchor has availed/shall be availing certain goods or services from the Supplier (defined below) and wishes to settle dues of the Supplier through the Dynamic Discounting services offered by the Industry Connect.

C. In order to record the terms and conditions that will govern the transactions undertaken on the Industry Connect, the Anchor has agreed to enter into this Agreement to record its understanding with the Company.

NOW IN CONSIDERATION FOR THE PREMISES IT IS AGREED BY THE PARTIES AS FOLLOWS:
1. DEFINITIONS

All capitalized terms used in this Agreement shall have the meaning as ascribed to them below, unless repugnant to the context or meaning thereof:

1.1. “Applicable Laws” means any Indian law, statute, rule, regulation, order, circular, decree, directive, judgment, decision, or other similar mandate of India’s central, national, state, or local governmental authority having competent jurisdiction over, or application to, a party or subject matter in question.

1.2. “Authorized User(s)” shall mean one or more individuals, for whom the Anchor has secured access rights through the login provided by the Company and generated their username(s) and authorized by the Anchor to access/use the Industry Connect and to do all acts/deeds for and on behalf of the Anchor related to/with respect to any transaction on the Industry Connect.

1.3. “Confidential Information” means and includes all non-public and proprietary information, in whatever form (whether tangible, verbally communicated, physically and electronically communicated or disclosed in writing or otherwise including without limitation information disclosed by samples) which has been or will be disclosed by the Parties, its affiliates, subsidiaries or group companies and/or its directors, officers, managers, representatives, agents and advisors, to each other, during the term of this Agreement relating to the development analysis, transaction process, marketing plans, future product plans, business plans, financial information, contracts, customer lists and relationships, computer programs and other information relating to the business and affairs. Regardless of whether the information supplied pursuant to the said purpose is marked confidential or not, if the same falls within this definition, it will be deemed to be Confidential Information and duly protected as per the terms of this Agreement.
1.4. “Dynamic Discounting” means and refers to the service available on the Industry Connect, whereby the Anchor(s) availing the same shall have flexibility to choose how and when to pay their Supplier(s) in exchange for a lower price or discount for the goods and services purchased while the Supplier benefits by getting earlier payments of their Invoice receivables due from the Anchors.

1.5. “Intellectual Property” or “Intellectual Property Rights” means any and all now known or hereafter existing: (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trade name, trademark, or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, architecture design rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or re-issues of the foregoing, in each case in any jurisdiction throughout the world;

1.6. “Invoice” means an invoice reflecting the amount raised by the Supplier, for providing the goods or services to the Anchor.

1.7. “Supplier” shall mean a proprietary firm, a partnership firm, a limited liability partnership, a company, a government department, a public sector undertaking, any other body corporate or any other entity validly existing under the laws of incorporation enrolled as a “Supplier” with the Industry Connect for availing the Dynamic Discounting facilities.

1.8. “Trade Financing Unit” shall mean the trade unit generated on the Industry Connect using the single or multiple invoice(s)/trade document underlying the Invoice uploaded/presented by the Supplier / Anchor on the Industry Connect and accepted by the Anchor seeking Dynamic Discounting of such invoice(s)/trade documents.

1.9. “Transaction File” means the file bearing /containing one or multiple invoices approved by the Anchor, received from the Anchor’s server/ERP through the host-to-host integration service/Web based API call.

1.10. “Transaction Data” means any and all information derived from the Anchor’s usage of the Industry Connect with respect to the Dynamic Discounting facility, excluding data and information relating to the operation and/or performance of the Industry Connect.

1.11. “Website” shall mean the registered domain of the Company https://myndfin.com/ for hosting the Industry Connect and shall include its uniform resource locator.

2. INTERPRETATIONS

2.1. Certain terms may be defined in the recitals or elsewhere in the Agreement and wherever, such terms are used in this Agreement, they shall have the meaning so assigned to them.

2.2. The terms referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meaning ascribed to them under the relevant statute/legislation.

2.3. References to the knowledge, information, belief or awareness of any person shall be deemed to include the knowledge, information, belief or awareness of such person would have if such person had made reasonable, due and careful enquiry.

2.4. Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only, shall not form part of the operative provisions of this Agreement or the Schedules hereto, and shall not be viewed as reference in interpreting the same.

3. THE INDUSTRY CONNECT

3.1. The Anchor understands that to provide Dynamic Discounting facility to the Anchor, the Partner shall require access to and evaluate the Anchor’s Data for necessary due diligence and risk assessment. The Anchor provides its consent/ approval to the Company to store Anchor’s Data and share with the Partner(s) for the aforesaid purpose.

3.2. The Anchor may access Industry Connect for availing the Dynamic Discounting facility through host-to-host integration service/web based API call/service provider interface (“Integration”). The obligations of the Parties under Integration may vary and depend upon the nature of the Integration entered into between the Parties. The Parties agree to mutually decide the terms on which the Integration shall be availed in future.

3.3. The Anchor agrees and acknowledges that the process flow may be improved basis the best industry practices, and feedback from time to time. Any such improvements in the process flow shall be intimated to the Anchor reasonably in advance before such change is made effective and by continuing to access or use the Services on the Industry Connect, the Anchor agrees that it shall be bound by the amended Process Flow.

4. DYNAMIC DISCOUNTING PROCESS

4.1. Creation of Trade Financing Unit on the Industry Connect: Basis the information / data underlying the Invoice entered by the Supplier/Anchor (as the case may be) on the Industry Connect, Trade Financing Unit shall be generated.

4.2. Limit Setting: The Anchor exclusively determines liquidity availability and seller limit management (if any).

4.3. Review and acceptance by the Anchor of the Transaction:

i. The Trade Financing Unit generated by the Supplier on the Industry Connect shall be required to be accepted by the Anchor on the Platform. However, in case the Trade Financing Unit is created by the Anchor, the same shall be deemed to be accepted by the Anchor and no further acceptance shall be required.

ii. In case the Anchor is accessing the Industry Connect through use of host to host integration Service/Web based API call, the Transaction File (the file bearing /containing one or multiple Invoices, received from the Anchor’s server/ERP) is uploaded /presented on the Industry Connect by the Anchor (through ‘Host to Host Integration Service’ /Web based API call), shall be deemed to be duly accepted/approved Trade Financing Unit(s) by the Anchor and shall not require any further acceptance by the Anchor.

4.4. Discounting of the Trade Financing Unit

i. Suppliers have Industry Connect access to view approved Trade Financing Unit, to select/present any Invoice(s) for immediate payment or at a target payment date in the future.

ii. Anchor offers to make immediate payment or at a target payment date (earlier than the due date of the Invoice) in the future (against a discount on the Invoice amount) to the Supplier arising out of the Approved Trade Financing Unit.

iii. Discount rates offered by the Anchor is agreed by the Supplier on the Industry Connect.

iv. The Anchor makes an early payment (immediate payment or at a target payment date (earlier than the due date of the Invoice) in the future) as agreed between the Anchor and Supplier on the Industry Connect, of the Trade Financing Unit to the Supplier at a discount.

v. If the Supplier and Anchor does not agree for early payment on a discount, the relevant Approved Invoice shall remain payable to the applicable Supplier by the Anchor in accordance with the terms of the Invoice.

4. FEES AND EXPENSES OF THE COMPANY

4.1. In consideration of accessing and using the Dynamic Discounting facility provided by the Company through the Industry Connect, the Company shall charge a fees as mutually agreed in writing from time to time (“Service Fees”).

4.2. Service Fees shall be payable by the Anchor for the Dynamic Discounting facility availed by the Anchor/Supplier.

4.3. The Service Fees shall be subject to annual review and shall be subject to mutual agreement between the Company and the Anchor.

4.4. The Anchor shall be liable to bear all central, state and local levies, taxes, duties, fines and penalties (including without limitation Goods and Service Tax, sales taxes, customs duties, or any proposed or future tax, as applicable), by whatever name called, as may become due and payable in relation to the Dynamic Discounting facility provided by the Company under this Agreement, and any amounts payable by the Anchor to the Company may be subject to deduction only on account of any tax required to be deducted at source (including service tax, if any) in accordance with the Applicable Laws.

4.5. The Company agrees to undertake and provide all the invoices and other details in the format as may be agreeable to the Anchor.

5. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

Each of the Parties hereby represent and warrant (which will be deemed repeated when a Anchor signs any Product Annex) to the other Party (which representation and warranty shall be valid throughout the term of the Agreement) as follows:

5.1. It is validly existing under the laws of India and has the full power, capacity and authority to enter this Agreement and ability to execute, deliver and perform its obligations under this Agreement and it has obtained all the necessary permissions, consent and approvals as may be required under the Applicable Laws or otherwise for the execution, delivery and performance of this Agreement.

5.2. The obligations assumed under this Agreement are legally valid, binding and enforceable against it in accordance with the terms of this Agreement.

5.3. The execution, delivery and performance of this Agreement by it will not violate any provisions of the Applicable Laws; will not conflict with its constitutional documents; and will not breach any agreement, covenant, court order, judgment, or decree to which it is a party or by which it is bound.

5.4. No order has been made/petition presented or meeting convened for bankruptcy, dissolution, its winding up or for the appointment of a provisional liquidator and no receiver has been appointed in respect of the whole or any part of its property, assets and/or undertakings, or in the event such order, petition, appointment or winding up exists, the same has been stayed, dismissed, struck out or discharged, as the case may be, before the Effective Date.

5.5. The obligations assumed under this Agreement are legally valid, binding and enforceable against it in accordance with the terms of this Agreement.

6. UNDERTAKINGS OF THE ANCHOR

The Anchor agrees and undertakes as under:

6.1. Since the settlement of funds is not undertaken by the Industry Connect as such Company does not undertake any guarantee for settlement of funds.

6.2. The Anchor shall address any issues arising out of any transaction and shall not hold the Company responsible or liable in any way for the actions or omissions of any Supplier.

6.3. The Anchor acknowledges that any disputes and / or legal proceedings arising out of the Transaction between the Supplier and the Anchor shall be outside the purview of Company and in no case the Company shall be made party to such disputes/legal proceedings.

6.4. The Anchor agrees to maintain sufficient funds in its nominated bank account and undertakes to pay all the money payable out of transaction to the relevant Supplier in case of Dynamic Discounting.

7. TERM AND TERMINATION

7.1. This Agreement shall be valid for a period of one year unless terminated earlier by either Party in accordance with the terms of this Agreement.

7.2. either Party may, in its sole discretion, with or without cause, terminate the Agreement by giving the other Party a written notice of 30 (thirty) days.

7.3. A termination as envisaged above shall result in: (a) terminating the Anchor’s right to access the Industry Connect and undertaking transactions thereunder; (b) terminating the Anchor’s registration with the Industry Connect.

8. DATA SECURITY AND PRIVACY

8.1. The Company may use sub-contractors/third parties to facilitate Dynamic Discounting services, provided that Company shall ensure that the sub-contractors/third parties are bound by confidentiality which is at least as stringent as such Party’s obligation under this Agreement and data security obligations as per Applicable Law.

8.2. The Company may: (i) copy, use, modify, distribute, display and disclose Transaction Data solely to the extent necessary to provide the Industry Connect to the Anchor pursuant to the terms and conditions of this Agreement; (ii) copy, modify and use Transaction Data in connection with internal operations and functions, including but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes; (ii) copy, modify and use Transaction Data on an aggregate and de-identified basis, stripped of any personally identifiable information, for internal business purposes and analytics, provided that such use or disclosure does not identify the Anchor’s choice of Dynamic Discounting facility.

8.3. The Company shall be obliged to maintain all data security and privacy-related safeguards as required under applicable laws for protecting the Anchor’s Data uploaded on the Industry Connect.

8.4. The Company will fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity or behaviour of any Anchor or suspected to have engaged in an illegal activity on the Industry Connect. The Parties shall comply with all applicable laws with respect to data protection, including but not limited to the (Indian) Information Technology Act, 2000, and the rules made thereunder.

9. OWNERSHIP AND CONFIDENTIALITY

9.1. Each Party shall retain their respective rights, title and interest in its Intellectual Property including, but not limited to patents, copyrights, trademarks, proprietary marks and/or licensed software, service marks and trade secrets. All ownership rights, title and interest in and to the respective Intellectual Property, as modified, upgraded and/or enhanced from time to time will remain with and belong exclusively to the respective Party. The Company reserves all rights, title and interest in and to the Industry Connect. Notwithstanding the aforesaid, both the Parties grant a limited, non-exclusive, non-assignable, non-sub licensable and non-transferable license to each other during the term of the Agreement, to display the tradenames, trademarks, service marks, logos and domain names for marketing and promotional purposes to represent the availment of the Dynamic Discounting facility on the Industry Connect.

9.2. The Parties agrees and undertakes that each Party shall keep the Confidential Information, confidential and shall not disclose the same to any person and shall use reasonable efforts to ensure that the Confidential Information is not disclosed to any person during the term of this Agreement and thereafter. Except as specified in this Agreement, neither the Anchor shall without the prior written consent of the Company, disclose, use, copy, publish any Confidential Information for the benefit of such Anchor or any other person.

9.3. The provisions of aforesaid Clause shall not apply to:

9.3.1. Disclosure of Confidential Information that is or comes into the public domain or becomes generally available to the public other than through the act or omission of the receiving Party or as a result breach of this Agreement;

9.3.2. Disclosure, after giving prior notice to the other Party to the extent practicable under the circumstances or permissible by Applicable Laws and subject to any practicable arrangements to protect confidentiality, to the extent required by Applicable Laws or by any Government Authority or in any judicial process or as per generally accepted accounting principles credit insurance requirements;

9.3.3. Confidential Information acquired independently by a party from a third-party source not obligated to the Party disclosing Confidential Information to keep such information confidential;

9.3.4. Confidential Information already known or already in the lawful possession of the party receiving Confidential Information as of the date of its disclosure by the Party disclosing such Confidential Information;

9.3.5. Disclosure of Confidential Information to its authorized agents and representatives (“Agent(s)”) or Partner(s) who necessarily require access for successful completion of the transactions under this Agreement, provided that: (a) such Agent(s)/Partner(s) shall agree in writing to be bound by terms and conditions no less restrictive regarding the use and disclosure of Confidential Information than the terms and conditions applicable under this Agreement; and

9.3.6. Disclosure in connection with the performance of obligations including performance of normal business activities or the exercise of rights (including remedies) under this Agreement.

10. INDEMNIFICATION
Notwithstanding anything contained in the Agreement, the Anchor shall defend, indemnify and hold harmless Company (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims (including third party claims), demands, costs, losses, liabilities, and expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) breach or non-compliance of its obligations or representations or warranties; (ii) gross negligence, fraud, wilful misconduct; (iii) any breach of Clauses 4,5 and 6; or (iv) any violation of Applicable Laws governing the Services and products solely attributable to the Anchor.

11. LIMITATION OF LIABILITY

11.1. The Company shall not be liable for any losses which the Anchor may suffer as a result of the use of the Industry Connect (unless such losses have been caused due to the fraud, wilful misconduct or gross negligence of the Company).

11.2. Since the Anchor and the relevant Supplier uploads the relevant documents and also verifies the data filled in/ uploaded by Anchor/Supplier (as the case may be) on the Industry Connect before undertaking any transactions under the Dynamic Discounting facility, the Anchor and the relevant Anchor/Supplier shall be solely responsible for any liability that may arise due to any error, inaccuracy, incompleteness, of data.

11.3. Notwithstanding anything stated in this Agreement or anywhere else, the Parties understand and agree that:

11.3.1. The Industry Connect including any and all materials provided in connection with the Dynamic Discounting facility, are provided on an “as is” and “as available” basis. Except as expressly stated in this Agreement, there are no warranties, express or implied, including, but not limited to, the implied warranties of fitness for a particular purpose, of merchantability for a purpose other than as stated under this Agreement.

11.3.2. Notwithstanding anything to the contrary stated herein, the Anchor acknowledges and agrees that the availability of the Dynamic Discounting facility is subject to the availability of connection services to and within the internet and to other network functions within and around the internet and that the internet, by its nature, is not fault-tolerant and the Company shall not have any liability for any breach of any representation, warranty or covenant of this Agreement that arises out of or relates to the unavailability of such connection services and other network functions for whatever reason.

11.3.3. The Anchor acknowledges and agrees that the Company does not conduct any due diligence on the Suppliers enrolling on the Industry Connect for any of the Dynamic Discounting facility. The Anchor acknowledges and agrees that, it shall do its due diligence with respect to the Suppliers mapped with the Anchor for Dynamic Discounting facility and shall not hold the Company liable in any manner for any losses that it may suffer due to any inaccuracy.

12. FORCE MAJEURE

12.1. In this Agreement, “Force Majeure” means an event where a Party:

12.1.1. is wholly or partially prevented from performing any of its obligations under the Agreement by reason of any event or condition which is beyond the control of the Parties, including, without limitation, an act of God, war, civil commotion, terrorist act, labour strike or lock-out, epidemic, failure or default of public utilities or common carriers, destruction of facilities or materials by fire, earthquake, storm or like catastrophe and failure of systems/machinery (provided that such failure could not have been prevented by the exercise of skill, diligence and prudence that would be reasonably and ordinarily expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances). Force Majeure situation shall also include any judicial pronouncements or change in the Applicable Laws or a delay in any approval from a Government Authority which may prevent a Party from carrying out its obligations in accordance with this Agreement;

12.1.2. A Party in order to exercise this Clause shall inform the other Party of the occurrence of such an event and give written notice explaining the circumstances, within 7 (Seven) days and take all possible steps to revert to normal conditions at the earliest.

13. EMAIL INSTRUCTIONS

13.1. The Anchor hereby request and authorise the Company to, from time to time (at their discretion), rely upon and act or omit to act in accordance with email communications/directions/ instructions received from the Authorized User(s) through email, purported to be given in connection with but limited to creation of the Authorized User(s) of the Anchor, for submitting any documents w.r.t operation of account with Industry Connect etc. The Anchor agrees and undertakes to honour all such email instructions.

14. COMMUNICATIONS AND NOTICES

14.1. Any notice to be given in relation to this Agreement shall be in writing and shall be deemed duly served if delivered personally or sent to the corporate office address as set forth opposite its name in the beginning of the Agreement or through the communication reference provided at the time of enrolment on the Industry Connect.

14.2. Each Party may, from time to time, change its address or Authorised User by giving prior written notice of 10 (ten) days to the other Party, before giving effect to such change.

15. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of India under the exclusive jurisdiction of the courts of Delhi. Issues, questions and determinations regarding any dispute shall be resolved by reference to the laws of India.

16. ARBITRATION

16.1. All disputes, differences and/or claims arising out of these presents or and in any way relating or concerning the same or as to construction, meaning or effect hereof or as to the rights and liabilities of the Parties hereunder which remain unresolved after exhausting the remedy of mutual discussion between the Parties shall be settled by arbitration to be held in accordance with the Arbitration Rules of the New Delhi International Arbitration Centre (“NDIAC Rules”). The arbitration shall be conducted by a sole arbitrator mutually appointed by the disputing Parties. The arbitrator shall not be required to give any reasons for the award and the award of the arbitrator shall be final and binding on all Parties concerned. The arbitration proceedings shall be held in Delhi. The law governing the arbitration proceedings shall be the Arbitration and Conciliation Act, 1996. The language of arbitration shall be English.

17. ENTIRE AGREEMENT AND AMENDMENTS

This Agreement shall constitute the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, between the Parties hereto with respect to the subject matter hereof. This Agreement is entire in itself and cannot be changed or terminated orally. No modification, waiver or amendment of this Agreement shall be binding unless communicated in writing and signed by both the Parties. All legally required amendments shall automatically become an integral part of this Agreement.

18. BINDING EFFECT

The terms of this Agreement shall be binding upon and shall inure to the benefit of the Parties successors and permitted assigns.

19. NO PARTNERSHIP OR AGENCY

The Parties to this Agreement are independent contractors with respect to the activities described in this Agreement. Nothing contained in this Agreement shall be deemed or construed to create between or among the Parties a partnership or joint venture or employment relationship or any fiduciary duty on the part of either Party for the benefit of the other Party. No Party shall have the authority to act on behalf of any other Party, or to commit any other Party in any manner or cause in any way not specifically authorized by this Agreement.