TERMS OF SERVICES

This Standard Merchant Agreement (“Terms” or “Agreement”) is entered into by and between the Merchant (as defined hereinafter) and Catagrowth Technologies Private Limited (“Company” or “Unloq ”) and applies to and regulates the provision by the Company of its campaign and offer lifecycle management platform (“Platform”) to the Merchant (as defined hereinafter). The Company will provide access to the Platform to the Merchant (as defined hereinafter), in accordance with terms and conditions herein specified. Specific business terms associated with a Merchant’s subscription and access to the Platform may be set forth in one or more ordering documents executed by the parties that reference this Agreement (“Order Form / SOW”) and are hereby incorporated into this Agreement by reference. By executing an Order Form that references this Agreement, or by clicking “I Accept”, the Merchant signifies that it has read, understands, and agrees to be bound by this Agreement. This Agreement shall be effective as of the date the first applicable Order Form is executed and/or the date on which the Merchant commences using the Platform, whichever is earlier.

1.Definitions

In these Terms, the following words and phrases have the meanings set opposite them unless the context indicates otherwise:

I.“Account/Profile” shall mean the merchant profile created for the Merchant after the Merchant has successfully onboarded on to the Platform.

II.“Applicable Law” shall mean all applicable laws, statutes, by-laws, rules, regulations, orders, enactments, ordinances, protocols, codes, guidelines, policies, notices, directions, rule of common law, decree, judgments or other requirements of any authority (including any similar form of decision of, or determination, application or execution by, or interpretation or pronouncement having the force of law), whether national or of any state, or any other political subdivision thereof or issued by any governmental authority, including those issued by any court, tribunal in India and any other applicable jurisdiction.

III.“End User” shall mean the customer/s of either the Merchant and/or Bank and/or any other entity onboarded on the Platform who is desirous of availing the services of Unloq/using the Unloq platform.

IV.“Offer(s)” shall mean proposed or accepted discounts/deals/coupons/benefits/gift vouchers the entity shall or intends to provide to the End User in partnership with Banks and/or other entities who wish to partner with the Merchant to provide said Offer.

V.“Merchant/s” shall mean and include online, mobile-app based and offline merchants who provide goods and services and who are desirous of availing the Services available on the Platform.

VI.“Payment Partner” shall mean any bank, financial institution, fintech company, payment gateway provider, or other third-party service provider engaged by the Merchant, directly or indirectly, to facilitate the processing, collection, settlement, or disbursement of payments in relation to the goods or services offered by the Merchant. This includes but is not limited to entities providing services such as credit card processing, debit card processing, net banking, unified payment interface (UPI), e-wallets, and other digital or physical payment methods.

VII.“Services” shall mean the features of the Platform that the Merchant has opted to avail on the Platform.

2.Applicability and Acceptance of Terms

I.Each Merchant desirous of availing Services of the Platform, shall by way of a one-time registration, in such form, manner and substance as Unloq may prescribe, register on the Platform and Unloq shall be entitled, at its sole discretion, to accept or reject such application for registration. By applying for, registering, and clicking on “I accept”, the Merchant accepts these Terms, which shall govern the use of the Platform and shall be considered as the governing agreement between Merchant and Unloq. The Terms shall be in addition to and not in derogation of any other document that Unloq may prescribe the Merchant to sign for the purposes of access and usage of the Platform (including any Offer Forms).

II.The Merchant hereby acknowledges that the User has read and understood these Terms and agrees that the Terms shall be binding on the Merchant with regard to every action conducted by the Merchant on the Platform.

III.The Merchant agrees that the Platform is offered in line with Applicable Laws and there may be changes to the Platform in case of changes in Applicable Laws without any liability to the Merchant.

3.Scope of the Platform

I.Once registered and onboarded, the Platform shall enable Merchant to discover and be discovered by Banks and/or any other entity onboarded on the Platform in order to develop and run Offers. The Platform shall enable this through API integration with the Merchant’s systems which the Merchant shall authorise and enable or through partner app integrations which the Merchant is already using. The Company may also grant the Merchant access to an online dashboard hosted by the Company that allows Merchants to manage and create Offers and track appropriate data.

II.The Platform shall provide the facility of lifecycle management of the Offer.

III.The Platform shall not be responsible for any information provided by the Merchant on the Platform and any claims/damages arising out of it.

IV.The Platform is only a technological intermediary and shall not itself participate in the curation of the Offer, any commercials or disputes related to it.

V.Services on the Platform shall always be contingent on the Merchant providing relevant access to information, data, APIs, and any other assistance (include remote access) requisite for performance.

VI.Subject to the data retention timelines communicated by the Merchant and Applicable Law, any form or manner in which data is received, shall, by virtue of its existence within the operational framework, be retained in accordance with internal mechanisms for processing solely in accordance with the terms of this Agreement.

VII.Merchant represents and covenants that it shall honour all Offers even after the expiration or termination of this Agreement, and that its Offers shall be compliant with all Applicable Laws. Merchant agrees that it shall not impose any restrictions on redemption of the Offers unless such restriction is expressly communicated to Unloq and the End User (suitably in advance) and is in compliance with Applicable Law.

VIII.Merchant specifically agrees to maintain a public-facing privacy policy / notice that accurately describes the collection, sharing and use of any personal or sensitive data and information by or on behalf of the Merchant, as may be required under Applicable Law.

4.Rights and Obligations of Merchant

I.The Merchant shall be entitled, subject to these Terms, to avail Services on the Platform.

II.The Merchant shall be responsible for the accuracy of any information provided on the Platform and shall ensure that any information provided does not infringe any third-party intellectual property. The Merchant shall be liable to compensate the Bank and/or any other entity onboarded on the Platform and Unloq for any loss arising on account of any error. Unloq shall provide Services on the basis of information fetched, provided by Merchant without independent verification thereof.

III.Unloq, Bank and/or any other entity onboarded on the Platform disclaims all liability for execution of an Offer in good faith and in compliance with what is agreed on the Platform.

IV.The Merchant authorizes Unloq to integrate with its system and fetch any information related to the Offer including but not limited to performance of the Offer for the purposes of reconciliation and in order to share it with the Bank and/or any other entity onboarded on the Platform.

V.The Merchant agrees that any Offer executed on the Platform shall be irrevocable once executed unless mutually modified between Merchant and Bank and/or any other entity onboarded on the Platform.

VI.The Merchant shall be solely responsible for any damage, claim, and issue arising out or in connection with any purchase by End User of goods/services from the Merchants on which the Offer is available. The Merchant understands and agrees that all such losses, damages and issues shall constitute a claim against such Merchants.

VII.The Merchant shall be responsible for dealing with any End User grievances in relation to the Offer unless otherwise agreed.

VIII.The Merchant shall inform Unloq immediately of any inquiry, question or issue raised by any authority including but not limited to any statutory authority or official regarding and relating to the usage of Platform by the Merchant and/or the Offer, as well as expeditiously notify Unloq of any show causes, seizure or similar action and provide copies of any notices, memos, correspondences received from such authority. Merchant shall not unilaterally file any response / reply to such an authority without the prior approval and vetting by Unloq.

IX.The Merchant shall be solely responsible for keeping its login credentials confidential and not share it with any third party. Unloq shall not be responsible for any liability arising out of use, whether authorized or unauthorized, of Merchant’s credentials by any third party.

X.The Merchant hereby grants Unloq and the Bank and/or any other entity onboarded on the Platform a worldwide, non-sublicensable, limited, perpetual license to use the Merchant’s trademarks, namely name and logo (“Marks”) for the purposes of displaying them on marketing and promotional materials. Unloq shall also display the Marks on the Platform and/or its website.

XI.In consideration for providing the Platform and Services, Unloq shall be entitled to such fees as shown on the platform for offering its services.

XII.

The Merchant shall not:

a.attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or documentation (as applicable) in any form or media or by any means unless otherwise expressly agreed;

b.attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform;

c.access all or any part of the Services and documentation in order to build a product or service that competes with the Services and/or the documentation;

d.use the Services and/or documentation to provide services to third parties;

e.license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or documentation available to any third party except the authorised users;

f.attempt to obtain, or assist third parties in obtaining, access to the Services and/or documentation, other than as provided under these Terms;

g.remove or obscure any copyright, trademark or other proprietary notices, legends or Unloq branding contained in or on the Platform;

h.use the Platform in any way that violates any applicable federal, state, local or international law or regulation, or introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

i.attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the dashboard, the server on which the dashboard is stored, or any server, computer or database connected to the Platform;

j.use the Platform to send or store materials that is obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy rights.

Unloq may, in its sole discretion, immediately suspend Merchant’s access to the Platform if Merchant violates the terms of this Section.

5.Rights and Obligations of Unloq

I.The Services and the Platform are provided on an “as is'' basis without warranty of any kind. Unloq disclaims all warranties, whether express, implied, or statutory, regarding the Services. Unloq specifically disclaims all implied warranties of merchantability, accuracy, authenticity and/or accuracy of data, results of use, accuracy, authenticity, reliability, fitness for a particular purpose, title, infringement of third-party rights, interference with quiet enjoyment and any warranties or conditions arising out of course of dealing or usage of trade. Unloq disclaims any warranty that the Merchant’s use of the Services will meet any or all of Merchant’s requirements or that such use will be uninterrupted, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, complete, free of harmful code or error-free.

II.Unloq hereby grants Merchant a worldwide, non-sublicensable, limited license to use Unloq’s name and logo (“Unloq Marks”) for the purposes of displaying them on the Merchant’s website to showcase partnership between Merchant and Unloq. Nothing in these Terms give the Merchant any right, title, or interest in intellectual property (including the Platform) owned by Unloq. Merchant acknowledges and agrees that Unloq and its licensors are the owners of all right, title and interest in and to the Platform and all updates, upgrades, and derivative works thereto, including anything developed or created by Unloq as part of the Services, and all intellectual property rights therein including anything developed or created by Unloq as part of the Services, and that Merchant will not obtain or claim any ownership interest in the foregoing.

III.

Unloq may facilitate payments from and to the Merchants, in which case the Merchant authorises Unloq to deduct its fees as well as pay any agreed-upon reimbursement or settlement amounts due to third-party partners (including Banks/NBFCs/Fintechs or other entities) from amounts payable to or received from the Merchant and subsequently transfer the balance to the respective parties.

a.In the event the Merchant fails to pay any invoiced fees or outstanding dues within the payment timelines specified on the Platform or the applicable Order Form/SOW, interest shall accrue on the unpaid balance at a rate of 18% per annum (calculated pro-rata daily) from the due date until full payment is received. Furthermore, without prejudice to any other legal remedies, if any payment remains unpaid for more than fifteen (15) days past its due date, Unloq reserves the right to immediately suspend the Merchant’s Account/Profile, restrict access to the Platform, and pause all active Offers or active campaigns without any liability to the Merchant until all outstanding amounts and accrued interest are cleared in full.

IV.Unloq shall have the right to suspend, terminate the Merchant’s Account(s) and/or access to the Platform at its sole discretion with or without notice to the Merchant.

6.Sharing of Information

I.The Merchant authorises Unloq to process all personal data of the Merchant’s End Users, Account(s) and records received while providing the Services under it. Unloq and the Merchant agree to comply with all Applicable Laws governing data protection and privacy, including but not limited to the Digital Personal Data Protection Act (DPDP), 2023, Information Technology Act, 2000., where applicable.

II.The Parties acknowledge and agree that in connection with the activities contemplated under this Agreement, the Merchant shall act as a data fiduciary in relation to the processing of any personal data of its End-Users or such other individuals that is shared with or otherwise made available to Unloq. Unloq shall act as the data processor in relation to such personal data and shall process such personal data on behalf of, and in accordance with the instructions of the Merchant, only for the purposes set out in Schedule-I, or as otherwise instructed in writing by the Merchant from time to time.

III.The Merchant further acknowledges that Unloq shall take reasonable measures to protect the confidentiality, integrity, and security of the data shared, as required by Applicable Law. In the event that Unloq becomes aware of any personal data breach involving personal data processed on behalf of the Merchant, Unloq shall notify the Merchant of such breach without undue delay, and provide the Merchant with all information reasonably necessary to enable the Merchant to discharge its obligations under applicable law.

IV.The Merchant warrants that its instructions for the processing of personal data are and shall remain lawful, that all data shared with Unloq is accurate, lawful, and obtained with appropriate consents from the relevant data principals for such processing in relation to the purposes identified in Schedule-I, where necessary. The Merchant agrees to indemnify and hold Unloq harmless from any claims, penalties, or liabilities arising out of the Merchant’s failure to comply with data protection obligations.

V.Upon (i) the expiry or termination of this Agreement, or (ii) a written request from the Merchant, Unloq shall promptly erase or return, as instructed by the Merchant, all personal data processed on behalf of the Merchant, and shall certify such erasure or return in writing to the Merchant, to the extent reasonably practicable. Unloq shall retain personal data to the extent required under any applicable law.

VI.Unloq shall provide the Merchant with reasonable assistance to enable the Merchant to respond to requests from End Users exercising their rights under the Digital Personal Data Protection Act, 2023.

VII.For the purpose of this agreement, the terms personal data, data fiduciary, data processor, and data principal shall have the meaning assigned to them under the Digital Personal Data Protection Act, 2023.

7.Limitation of Liability

The Merchant agrees and acknowledges that Unloq shall not be liable and shall in no way be held responsible for any damages whatsoever whether such damages are direct, indirect, incidental or consequential and irrespective of whether any claim is based on loss of revenue, interruption of business, information provided or disclosed by Unloq regarding Merchant’s Account(s) or any loss of any character or nature whatsoever and whether sustained by the Merchant or by any other person. While Unloq shall endeavour to promptly provide Services, Unloq shall not be responsible for any non-response or delay in responding due to any reason whatsoever, including due to failure of operational systems or any requirement of law. Unloq shall not be liable for any loss, claim or damage suffered by the Merchant and/or any other third party arising out of or resulting from failure of Services on account of reasons outside Unloq’s control.

8.Indemnity

The Merchant agree/s, at its own expense, to indemnify, defend and hold harmless Unloq, its directors and employees, representatives, agents, and its affiliates against any claim, suit, action or other proceeding brought against Unloq, its affiliates, directors and employees, representatives or agents by a third party, to the extent that such claim, suit, action or other proceeding brought against Unloq, its affiliates, directors and employees, representatives or agents is based on or arises in connection with the use of the Platform with reference to:

I.Any violation of the Terms by the Merchant;

II.Any attempts at hacking, reverse engineering, altering or any unauthorized use of the Platform by the Merchant or by any third party but attributable to the Merchant;

III.Any breach of any obligation to be performed by the Merchant hereunder;

IV.Any fraud, error, inadequate financial capacity to fulfil obligations and/or provide remedies;

V.Any legal risks including but not limited to exposure to fines, penalties, or punitive damages resulting from supervisory actions, as well as private settlements due to omissions and commissions of Merchant;

VI.Against any losses which may be suffered or incurred by Unloq, Bank and/or any other entity onboarded on the Platform which must arise out of or in connection with such events that are directly or indirectly caused by the acts or omissions of the Merchant.

The Merchant hereby agrees that under no circumstances, Unloq’s aggregate liability for claims relating to the Platform, whether for breach or in tort including but not limited to negligence shall be limited to the fees or consideration paid by the Merchant within the previous two (2) months for the Platform.

9.Dispute Redressal Mechanism

I.This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.

II.All disputes and differences arising out of or in connection with any of the matters set out in this Agreement (“Dispute”), if not resolved by amicable settlement within 30 (thirty) days from the Dispute, shall be finally and conclusively determined by arbitration by a sole arbitrator mutually appointed jointly by both the parties, in accordance with the Arbitration and Conciliation Act, 1996, of India, for the time being in force.

III.The arbitrator shall reach and render a decision in writing with respect to the appropriate award to be rendered or remedy to be granted pursuant to the dispute.

IV.To the extent practical, decisions of the arbitrator shall be rendered no more than 180 (One Hundred Eighty) days following the commencement of proceedings with respect thereto.

V.The arbitration shall be conducted in English, and the venue for arbitration shall be Bengaluru, India.

10.Termination

Termination by Unloq: Unloq may terminate this agreement or suspend the Merchant’s access to the Platform with immediate effect upon the occurrence of any of the following events:

a.The Merchant breaches any of the provisions of this agreement.

b.The Merchant engages in any fraudulent activity, misuse of the Platform, or other conduct detrimental to Unloq or its partners.

c.Unloq is directed to terminate services by any regulatory or statutory authority or due to changes in Applicable Laws.

d.The Merchant becomes insolvent, files for bankruptcy, or is otherwise unable to fulfil its obligations under this agreement.

e.The Merchant fails to cure a payment default within sixty (60) days from the original due date of the unpaid invoice.

II.Termination by the Merchant: The Merchant may terminate this agreement by providing at least 30 (thirty) days’ prior written notice to Unloq, provided that all outstanding obligations, including payments due, have been settled.

III.

Consequences of Termination:

a.Upon termination, the Merchant’s access to the Platform and all associated services will be revoked immediately.

b.Unloq shall not be liable for any claims, losses, or damages arising from the termination of the Merchant’s access to the Platform.

c.The Merchant shall settle all outstanding dues, including commission fees, within 15 (fifteen) days of termination.

d.Any licenses granted under this agreement, including the use of Unloq trademarks, shall immediately cease.

e.Survival of Obligations: Provisions under Sections 6 (Sharing of Information), 7 (Limitation of Liability), 8 (Indemnity), and any other clauses that by their nature are intended to survive termination shall remain in full force and effect.

Reinstatement: In cases of termination due to breach, Unloq may, at its sole discretion, reinstate the Merchant’s access to the Platform upon rectification of the breach and fulfilment of any conditions imposed by Unloq.

11.General

I.Each party shall be deemed to be an independent contractor hereunder. This Agreement creates no relationship of joint venture, partnership, or agency between the parties, and the parties hereby acknowledge that no other facts or relations exist that would create any such relationship between them.

II.Merchant shall not transfer or assign any of its rights or obligations or any part thereof, under this Agreement, without the prior written permission of Unloq. This Agreement shall be binding upon and shall inure to the benefit of each party and its permitted successors and assigns.

III.If any provision of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of the Agreement shall be enforced to the full extent permitted by law.

IV.The headings of various paragraphs of this Agreement are inserted merely for the purposes of convenience and do not expressly or by implication limit, define, or extend the specific terms or text of the paragraph so designated. In resolving any dispute or construing any provision hereunder there shall be no presumptions made or inferences drawn because one of the parties drafted the Agreement and each party waives any rights under any law that would require the interpretation of any ambiguities in the Agreement against the party that drafted it.

V.Unloq may modify the Terms from time to time, and such modification shall be effective upon notice being provided to the Merchant.

SCHEDULE – I – PURPOSES OF PROCESSING

Merchant acknowledges and agrees that Unloq shall have the right to process, in connection with this Agreement, all information made available to Unloq for the following purposes:

1.Collect and store all necessary information and data from the Merchant and End Users to the extent required to provide the Services, in accordance with Applicable Law;

2.Communicate with End Users for the effective provision of Services hereunder, including by means of text messages or other communications from Unloq,

3.Collect, use, and store such data and/or information in any manner that complies with Applicable Law.

4.As part of providing the Services and access to the Platform, Unloq may collect data related to the use and performance of the Platform and for implementation of the Offers. Unloq may collect and analyse such data and other information relating to the provision, use and performance of the Platform for the purpose of improving the Platform and other business purposes on an aggregated or de-identified basis.

5.Merchant may interact with regulated entities on the Platform and hence by virtue of such interaction may be required to provide access to such regulated entity and their regulators to all information and data related to the Offer.

Unloq may share information:

a.with Unloq’s employees/agents/group entities/auditors, regulators, statutory authorities; or

b.with Unloq’s service providers or any such person with whom Unloq contracts or proposes to contract in relation to the provision of the Services through the Platform.

c.for the purposes of enabling Merchant to partner with other entities on the platform for running reward programs and offers.