This Master Subscription and Services Agreement (“Agreement”) is entered into between Zluri Inc. (“Zluri”)and the Customer accepting these terms (“Customer”).

Zluri and Customer shall hereinafter be individually referred to as “Party” and collectively as “Parties”.

WHEREAS

· Zluri provides an Identity Governance and Administration Platform (hereinafter referred to as Zluri Platform) that enables organizations to automate identity management, access governance, and compliance processes, along with offering related consulting services.
· The Customer is interested to avail the services provided by Zluri.
· Zluri has agreed to provide the services on certain terms provided herein and the Parties are entering into this Agreement to capture the understanding between the Parties.

NOW, THEREFORE, the Parties hereby agree that:
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2. DEFINITIONS

“Affiliate” shall mean, with respect to a party, any entity, whether incorporated or not, that directly or indirectly controls, is controlled by, or is under common control with such party or its corporate parent, where “control” (orvariants of it) shall mean the direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Identity Governance and Administration” (hereinafter referred to as IGA) shall mean a framework and technology that manage user identities, access rights, and compliance processes to ensure appropriate and secure access to organizational resources.

“Zluri Services” shall mean the specific proprietary and Zluri Platform and other related services, specified in Customer’s Order Form (refer Schedule 1).
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“Customer Application” means any third-party software application, platform, or service that is added, connected, or integrated by the Customer to the Zluri platform available at https://app.Zluri.com, whether through APIs, connectors, or other integration methods.

“Customer Application Data” shall mean all data, content, metadata, or information accessed, collected, or processed by Zluri through integrations with Customer Applications remains the property of the Customer and/or the applicable third-party provider.

“Documentation” shall mean the online/offline documentation for the Zluri Services, accessible viahelp.zluri.com, as updated from time to time.

“Malicious Code” shall mean viruses, worms, time bombs, Trojan horses and other harmful or malicious code,files, scripts, agents or programs.

“Order Form” shall mean the ordering document for Customer’s purchases of services from Zluri or its Affiliatethat are executed hereunder from time to time, including any schedules or addenda thereto (refer Schedule 1).

“Restricted Information” shall mean sensitive personal, financial, or regulated data, including government-issued identification numbers, health information, payment card information, bank account details, or other data subject to special legal or regulatory protections.

“Subscription Term” shall mean the subscription period set forth on an applicable Order Form.

“User” shall mean an individual who is authorized by Customer to use the Zluri Services. Users may include, forexample, employees of Customer or its Affiliates, consultants, contractors and agents of Customer, and third parties with whom Customer transacts business.

“Material Breach” shall mean a substantial failure by a Party to perform any of its obligations under thisAgreement or any applicable Order Form that materially impairs the value of this Agreement or the non-breachingParty’s rights hereunder, where a Material Breach includes only the following: (a) non-payment of undisputed feeswhen due; (b) unauthorized use, disclosure, or access to the Zluri Services or Confidential Information; or (c) abreach of any provision relating to intellectual property rights, data protection, or restrictions on use.
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3. ZLURI SERVICES‍

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3.1 Provision of Zluri Services. Zluri shall make the Zluri Services available to Customer pursuant to thisAgreement and all Order Forms during a Subscription Term. Customer’s purchase of the Zluri Services is not contingent upon the delivery of any future functionality.

3.2 Customer Affiliates. Customer Affiliates may use the Zluri Services purchased by Customer without signingan Order Form, if Customer sets up individuals using the Zluri Services on behalf of such Affiliate as Users.Customer Affiliates may also purchase and use subscriptions to the Zluri Services subject to the terms of thisAgreement by executing Order Forms hereunder, in which case this Agreement, as amended from time to time, shall apply to such Customer Affiliates, and such Affiliates shall be deemed the “Customer” as contemplatedherein.

3.3 Zluri Responsibilities. Zluri shall: (a) provide the Zluri Services in material compliance with theDocumentation; (b) use commercially reasonable efforts to make the Zluri Services available 24 hours a day, sevendays a week, except for: (i) planned downtime (for which Zluri shall give at least twenty four (24) hours’ noticethrough https://status.zluri.com and during non-business hours in week-ends); Zluri shall also provide advance notice to Users regarding any scheduled downtime. Notice shall be sent via email and/or notification from theSupport Team at least seven (7) calendar days prior to the scheduled downtime, Users may also subscribe toupdates on the Portal to receive notifications regarding downtime. or (ii) any unavailability caused bycircumstances beyond Zluri’s reasonable control, including without limitation, any event of force majeure, acts ofnature, acts of government, fire, civil unrest, acts of terror, earthquakes, pandemic, epidemic, strikes or other laborproblems (other than those involving Zluri employees); or (iii) any unavailability of Customer’s application; (c)provide technical, customer and onboarding support for the Zluri Services in accordance with the Order Form; and(d) provide the Zluri Services in compliance with applicable laws except to the extent any breach of the Agreementby Customer causes Zluri to be in violation of applicable law.

3.4 Customer Responsibilities. Customer is responsible for all actions taken by Customer or its Users inCustomer’s account(s) and for Users’ compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy and legality of all Customer Data; (b) ensure that any user IDs, passwords, and otheraccess credentials for the Zluri Services are kept strictly confidential and not shared with any unauthorized person;(c) promptly notify Zluri of any breach of security or unauthorized use of its account; (d) use commerciallyreasonable attempts to comply with requests made by Zluri to update various features or functionalities within theZluri Services to optimize performance of the Zluri Services to customers generally; (e) use the Zluri Services in compliance with this Agreement, applicable Order Form(s), and all applicable laws and governmental regulations;and (f) provide and/or obtain any legally required notice and consent for the use of tracking technologies used bythe Zluri Services.

3.5 Use Guidelines. Customer shall use the Zluri Services solely for its and its Affiliates’ business purposes as contemplated by this Agreement and shall not: (a) license, sell, resell, lease, transfer, distribute, or otherwise commercially exploit or make the Zluri Services available to any third party; (b) send via, upload to, or store within the Zluri Services any Malicious Code; (c) interfere with, disrupt or threaten the security, stability, integrity oravailability of the Zluri Services or the data contained therein; (d) attempt to gain unauthorized access to the Zluri Services or its related systems or networks; (e) use the Zluri Services to establish an individual’s eligibility forcredit, employment or insurance; or (f) submit to the Zluri Services or use the Zluri Services to collect, store orprocess Restricted Information.

3.6 Protection of Customer Data. Zluri will maintain administrative, physical and technical safeguards designedto protect the confidentiality and integrity of Customer Data. Zluri will only access, use, process, modify, delete or disclose Customer Data (a) to provide the Zluri Services in accordance with this Agreement and theDocumentation, (b) to provide support services and prevent or address service or technical problems, (c) ascompelled by law in accordance with the Confidentiality section below or as required under applicable law, (d) tosend to Users communications (i) about the Zluri Services, such as notice of scheduled maintenance, and (ii) ofeducational or informational nature to optimize Customer’s use of the Zluri Services, or (e) as expressly permittedin writing by Customer. The parties agree to comply with the terms of the Data Processing Addendum (“DPA”).

3.7 Protection of the Zluri Services. In the event that Customer breaches the Use Guidelines, Zluri may suspend Customer or User access to the Zluri Services. Except where Zluri reasonably believes the violation iswillful, or in an urgent or emergency situation, Zluri will notify Customer of any such suspension in advance and work with Customer in good faith to resolve the breach. Zluri will have no liability for any such suspension made in good faith. Unless this Agreement has been terminated, Zluri will restore Customer or User access tothe Zluri Services following resolution of the breach.

4. PROPRIETARY RIGHTS

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4.1 Reservation of Rights.
As between Zluri and the Customer, the Customer owns all rights, title, and interest in and to all CustomerApplication Data. Except for the limited rights expressly granted under this Agreement, Zluri retains all rights,title, and interest in and to the Zluri Services and any related materials.

Zluri does not own Customer Applications or any data obtained through integrations with Customer Applications(“Customer Application Data”) and processes such data solely in accordance with Customer’s instructions and theapplicable agreement. Zluri may use Customer’s name and logo solely to identify Customer as a customer of Zluri. No rights are granted except as expressly stated herein.

4.2 Intellectual Property Restrictions. Customer shall not (a) modify, copy or create derivative works based on the Zluri Services; (b) reverse engineer the Zluri Services; (c) alter, remove or suppress in any manner anycopyright, trademark or other notices displayed by the Zluri Services; or (d) access or provide access to a User to the Zluri Services (i) for competitive purposes, or (ii) in order to copy any features, functions or graphics of theZluri Services.
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5. CONFIDENTIALITY

5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidentialand proprietary information of a party, or any of its Affiliates (“Disclosing Party”), disclosed to the other party, orany of its Affiliates, (“Receiving Party”) that is marked or designated as “Confidential” and/or “Proprietary”, orthat reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, all information and data relating to the provision of the Zluri Services,a party’s business and marketing plans, technology and technical information, product designs, and business processes. The terms and conditions of this Agreement are the Confidential Information of both parties, the pricingand other terms reflected in all Order Forms hereunder are the Confidential Information of Zluri, and the CustomerData is the Confidential Information of Customer. Confidential Information (except for Customer Data) shall notinclude any information that: (i) is or becomes generally known to the public without breach of any obligationowed to the Disclosing Party or any third party; (ii) was known to the Receiving Party prior to its disclosure by theDisclosing Party; (iii) was independently developed by the Receiving Party; or (iv) is received from a third partywithout breach of any obligation owed to the Disclosing Party.

5.2 Confidentiality. The Receiving Party shall use the same degree of care that it uses to protect the confidentialityof its own confidential information of like kind (but in no event less than reasonable care) (i) to not use anyConfidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii)except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of theDisclosing Party to those of its and its Affiliates’ employees, contractors and agents (“Representatives”) who needsuch access for purposes consistent with this Agreement and who are subject to written confidentiality obligationswith the Receiving Party containing protections no less stringent than those contained herein. Notwithstanding theforegoing, each party may disclose the existence and terms of this Agreement, in confidence, to a potentialpurchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or saleof all or a portion of all of the assets of any business, division, or group of such party, and Zluri may disclose theterms of this Agreement to Customer’s Affiliates in connection with the procurement of the Zluri Services by suchAffiliates. Receiving Party shall be liable for any breach of this Section, by its Representatives. The parties agreenot to disclose, discuss or share information regarding pricing, discounts or any financial terms with the thirdparties or any other parties. Any breach of this confidentiality clause may result in legal action, suspension of services and termination of the contractual relationship.

5.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

5.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) or fails to limit access to any Confidential Information of the Disclosing Party in breach of the confidentiality obligations set forth here in, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

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6. WARRANTIES & DISCLAIMERS

6.1 Zluri Warranties. Zluri represents and warrants that the functionality and overall security of the Zluri Services will not be materially decreased during a Subscription Term. In the event of a breach of this Section7.1, Customer’s exclusive remedy shall be as provided in the “Termination for Cause” section below.
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6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZLURI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION REGARDING THE USE OR PERFORMANCE OF THE ZLURI SERVICES, WHETHER MADE ORALLY OR IN WRITING, SHALL BE DEEMED TO BE A WARRANTY BY ZLURI UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT. ZLURI MAKES NO WARRANTY WITH RESPECT TO ANY THIRD-PARTY SOFTWARE OR SERVICES USED IN CONNECTION WITH THE ZLURI SERVICES, OR ANYAI-GENERATED CONTENT OR OUTPUT. ZLURI SHALL HAVE NO LIABILITY FOR ANY RESTRICTED INFORMATION PROCESSED BY CUSTOMER IN VIOLATION OF THIS AGREEMENT.

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7. MUTUAL INDEMNIFICATION

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7.1Indemnification by Zluri. Subject to Section 9 below, Zluri shall defend, indemnify and hold Customer harmless from any damages, against Customer alleging (a) a breach by Zluri of its confidentiality obligations under Section 6 hereof; (b) gross negligence or willful misconduct by Zluri, or (c) that Customer’s use of the Zluri Services within the scope of this Agreement infringes US intellectual property rights of such third party, in which case, Zluri shall in its discretion and at no cost to Customer (i) modify the Zluri Services so that they no longer infringe, without breaching Zluri’s warranties under “Zluri Warranties” above, (ii) obtain a license for Customer’s continued use of the Zluri Services in accordance with this Agreement, or if (i) and (ii) are not reasonably practicable, then (iii) terminate Customer’s subscriptions for the Zluri Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. Zluri shall have no obligation to indemnify or defend Customer to the extent any claim arises from Customer’s use of anyThird-Party Provider’s services, or Customer’s use of the Zluri Services in breach of this Agreement.

7.2 Indemnification by Customer. Subject to Section 9 below, Customer shall defend, indemnify and hold Zluri harmless from any damages, for amounts paid by Zluri under a settlement approved by Customer in writing, arising from any third Claims against Zluri alleging (a) violation of applicable law arising from Customer’s use of the Zluri Services in breach of this Agreement; (b) that Customer Data infringes the intellectual property rights of at hird party; (c) a breach by Customer of its confidentiality obligations under Section 6 here of; or (d) gross negligence or will ful misconduct by Customer.

7.3 Procedure. The party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the applicable claim for which indemnification is sought; provided, that failure to notify shall not relieve a party ofits indemnification obligations unless the indemnifying party has been materially prejudiced thereby; (b) give the indemnifying party sole control of the defense and settlement of the claim (except that the indemnifying party maynot settle a claim unless it unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with all non monetary assistance, information and authority reasonably required for the defenseand settlement of such claim.

7.4 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN RESPECT OF THE TWELVE-MONTH TERM IN WHICH THE INCIDENT GIVING RISE TO LIABILITY OCCURRED. PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER WITHIN ONE YEAR IMMEDIATELY PRECEDING THE CLAIM . THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.

8.2 Exclusion of Indirect Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TOTHE OTHER PARTY FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR COVER DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANYOTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

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9. TERM & TERMINATION

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9.1 Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms entered into hereunder have terminated or expired pursuant to the terms hereof.

9.2 Term of Subscriptions. Unless terminated earlier in accordance with this Agreement or the applicable Order Form, subscriptions to the Zluri Services shall commence on the start date specified in the relevant Order Form andcontinue for the Subscription Term. The Subscription Term shall automatically renew for successive periods unless either party provides written notice of non-renewal in accordance with the applicable Order Form. Anyrenewal or modification of the Subscription Term shall be subject to mutual agreement of the parties and documented in writing.

9.3 Continued Use. In the absence of automatic renewal or a signed renewal Order Form, upon expiration of theapplicable Order Form, Zluri will cease providing the applicable Zluri Services to Customers. In the event that theparties are negotiating renewal in good faith, Zluri may, for a limited period of time, allow Customer to continue touse the Zluri Services hereunder beyond the expiration of such Order Form, and Customer agrees: (i) to pay forsuch use of the Zluri Services in an amount equal to the fees in effect immediately prior to such expiration(entitlements and fees prorated for such period), and (ii) that Zluri will cease providing the Zluri Services at the endof such period if Customer has not signed a new Order Form.

9.4 Termination for Cause. Either party may terminate this Agreement or any applicable Order Form for causeupon written notice if the other party commits a Material Breach and fails to cure such breach within a reasonableperiod after receiving notice. Either party may also terminate this Agreement immediately if the other partybecomes subject to insolvency, bankruptcy, liquidation, or similar proceedings, to the extent permitted byapplicable law. Upon termination for cause, the parties shall settle any outstanding obligations in accordance withthe applicable Order Form and this Agreement.

9.5 Customer Data Deletion. During the term of this Agreement, Customer may export its Customer Data inaccordance with the Documentation. Upon termination or expiration of this Agreement, Zluri shall ceaseproviding the Zluri Services and shall handle Customer Data in accordance with applicable law, theDocumentation, and the Data Processing Addendum.

9.6 Surviving Provisions. Sections 6 through 10 shall survive any termination or expiration of this Agreement.

10. GENERAL PROVISIONS

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create apartnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

10.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

10.3 Notices. All notices under this Agreement shall be sent in writing via mail or email. Notices of termination orof an indemnifiable claim (“Legal Notices”) shall be identified as Legal Notices. Legal Notices to Zluri shall beaddressed to the attention of its Legal Counsel at legal@zluri.com with email subject (in English) “Legal Notice”.Legal Notices to Customer shall be addressed to the attention of its legal department. Billing-related notices toCustomer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customerwill be addressed to the relevant Zluri Services system administrator or any other appropriate contact designated by Customer.

10.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided here in are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.5 Severability. Any provision of this Agreement, which is prohibited and unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions here of or affecting the validity or enforceability of such provisions in anyother jurisdiction.

10.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of lawor otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned ordelayed). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, in connection with a merger, acquisition, corporatere organization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall bevoid and of no effect. Subject to the foregoing, this Agreement shall bind and insure to the benefit of the parties,their respective successors and permitted assigns.

10.7 Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of Delaware,without regard to its conflicts of laws rules. Any dispute, controversy, or claim arising out of or relating to thisAgreement, including its interpretation, validity, or termination (a “Dispute”), shall be finally resolved by bindingarbitration in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the AmericanArbitration Association (AAA). The arbitration shall be conducted virtually by video conference. The seat of arbitration shall be the State of Delaware. The arbitration shall be conducted by a single arbitrator appointed inaccordance with the AAA Rules. Each Party shall bear its own costs and attorneys’ fees, unless the arbitratordetermines otherwise due to a Party’s bad faith or as required by applicable law. The arbitrator’s award shall befinal and binding upon the Parties.

10.8 Entire Agreement. This Agreement is the entire agreement between the parties regarding Customer’s use ofthe Zluri Services and supersedes all prior and contemporaneous agreements, proposals or representations, writtenor oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties. The parties agree that any term or condition stated in aCustomer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In theevent of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) any exhibit, schedule or addendum to this Agreement, and (3) the body of this Agreement. The language used in this Agreement shall be deemed to be language chosen by both parties hereto toexpress their mutual intent, and no rule of strict construction against either party shall apply to rights granted here in or to any term or condition of this Agreement.