You may use the Service, the Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on the Site (singly or collectively, the "Content") solely for your non-commercial, personal purposes and/or to learn about QuadLabs products and services. No right, title or interest in any Content is transferred to you, whether as a result of downloading such Content or otherwise. QuadLabs reserves complete title and full intellectual property rights in all Content. Except as expressly authorized by this Agreement, you may not use, alter, copy, distribute, transmit, or derive another work from any Content obtained from the Site or the Service, except as expressly permitted by the Terms of Use.

1. DEFINITIONS

1.1. "Components" means the individual modules or products that make up the System. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions

1.2. "Customer Data" means any of Customer’s information, documents, or electronic files that are provided to Company hereunder.

1.3. “Data Protection and Privacy Laws” means all applicable laws, regulations, regulatory requirements and codes of practice in connection with the use, processing and disclosure of Personal Data.

1.4. Documentation” means the help manuals and any other relevant system related documents provided by the Company.

1.5. Edition means the named configuration of the System that has been provided to the Customer. An Edition defines what Components, features, limits, and/or usage restrictions are placed on the System provided to the Customer. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions. New named Editions or versions may also be introduced from time to time.

1.6. Error means any reproducible material failure of the System to function in accordance with its Documentation.

1.7. Maintenance Windows means collectively, standard maintenance and emergency maintenance.

1.8. Personal Data means any information that may identify an individual.

1.9. Product means flight seats, car rental, travel insurance, hotel room nights.

1.10. SaaS” & ”On-Cloud means the online software-as-a-service solution that Company provides, including support, and related professional services as described this Agreement.

1.11. Service Administrator means the person(s) that Customer designate(s) to purchase on behalf of Customer usage of the System, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of System.

1.12. Source Code means all the source programs and binary executable files, configuration files, database structures and interfaces together with all supporting documentation relating to the System.

1.13. Supplier means any external company or entity from where the Customer purchases or fetches any Product details and inventory of Products to sell to its customers.

1.14. System means the “Konnect.Travel” which is owned and marketed by the Company and all other additional Modules and Services for which Customer has paid, including any Updates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing. A System is made up of multiple individual Components.

1.15. Support means the ongoing services by Company to support the System.

1.16. Taxes means any and all applicable taxes, charges, fees, levies or other assessments imposed or collected by any governmental entity worldwide or any political subdivision thereof and however designated or levied on the Fee and other charges under this Agreement, or sales, use, transfer, goods and services or value added tax or any other duties or fees related to any payment made by Customer to Company for the use rights granted by Company to Customer under or pursuant to this Agreement; exclusive, however, of any taxes imposed upon the net income or capital of Company, any taxes in lieu of such net income taxes and any other taxes which are to be borne by Company under law.

1.17. Registration Form means the online Registration form filled by the Customer during the activation of the System and in relation to that order valid Company quotations or other mutually executed documents that reference this Agreement.

1.18. Update means any patch, bug fix, release, version or successor to the System.

1.19. User means individuals to whom Customer has granted access to use the System on Customer’s behalf. Users may be Customer's employees or contractors.

2. USE RIGHT

2.1. During the Term and subject to the terms of this Agreement, Company hereby grants to Customer a non-exclusive, non-transferable, non-sub-licensable right to permit Customer’s Users to access and use the current Edition of the System on SaaS basis, for Customer’s internal business purposes. The use rights in the preceding sentence is limited to use by the number of Users for which Customer has paid.

2.2. Customer is responsible for use of the System by any party who accesses the System with Customer’s account credentials. The System shall not be used for unlawful, obscene, offensive or fraudulent content or activity, in any jurisdiction for any User, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly. Customer is not authorized to use the System to provide hosting or timesharing services to any third party or Affiliate.

2.3. All rights in and to the System not expressly granted herein are reserved by Company.

3. USE RESTRICTION

Customer shall not, directly or indirectly:

3.1. Copy, reverse engineer, decompile or disassemble the System.

3.2. Modify, create derivate works based upon, or translate the System.

3.3. License, sell, distribute, rent, lease, lend, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing.

4. SYSTEM ADMINISTRATOR; USER ACCESS

4.1. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing the User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing password and/or user names with unauthorised users.

5. CUSTOMER DATA

5.1. Customer owns all right, title and interest in the Customer Data. Customer hereby grants to Company, a non-exclusive, non-transferable (except as set forth in Section below), non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for the purposes of Customer’s use of the System. Company shall not use the Customer Data except to improve the System performance and as necessary to perform its obligations hereunder.

6. SECURITY

6.1. Customer is solely responsible from maintaining the security of all user names and passwords granted to it, for security of its information systems used to access the System, and for its User’s compliance with the terms of this Agreement. Company will act as though any electronic communication it receives under Customer’s user names have been sent by Customer. Customer will immediately notify Company if it becomes aware of any loss or theft or unauthorised use of any of Customer’s passwords or user names. Company has the right at any time to terminate or suspend access to any User or to Customer if Company believes in good faith that such termination or suspension is necessary to preserve the security, integrity or accessibility of the System or Company’s network.

6.2. Company will provide Customer notice of any unauthorized third party access to System using Customer’s passwords or user names of which Company becomes aware and will use reasonable efforts to remediate identified security vulnerabilities. If Customer’s content is lost or damaged, Company will assist Customer in restoring it to the System from Customer’s last available backup copy in compatible format.

6.3. Company will not be responsible for any business losses that the Customer may bear because of unethical usage, hacking or exploiting of the system by any 3rd party.

7. SUPPORT

7.1. Subject to the terms of this agreement, Company shall use commercially reasonable efforts to make the System available to Customer.

7.2. Updates: Company shall deliver Updates to the System that apply to the Customer’s current Edition at no additional charge. From time to time, new Components or features may be released that are applied selectively to different Editions of the System. Only those Updates that apply to the Customer’s current Edition will be delivered automatically to the Customer at no additional charge.

7.3. Support Options and Procedures: Company shall provide general support to the Customer as set forth on the Support Section of the Company website for the Customer's current Edition. Different Editions of the System will be entitled to different levels of support. In addition, Company may offer premium support options to Customer at an additional charge.

7.4. Error Correction: Company shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible using its reasonable efforts during Company's normal business hours. Customer shall provide such access, information, and support as Company may reasonably require in the process of resolving any Error. This paragraph is Customer's sole and exclusive remedy for Errors.

7.5. Support Exclusions: Company is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:

7.5.1. the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment;

7.5.2. any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Company's firewall);

7.5.3. Customer’s use of the System other than in accordance with the System’s documentation; or

7.5.4. a Force Majeure Event.

7.6. Limitation of Remedies: Correction of Errors as defined in this Agreement are Customer’s sole remedies for any Errors in the System. All loss in business caused due to the error will be sole responsibility of the Customer and the Company will not incur any liability for the same.

8. CHARGES, TAXES, PAYMENT AND VERIFICATION

8.1. In return of the products, services and use rights provided by Company to Customer, Customer shall pay to Company the fees specified in the Registration From(“Fees”) and accepted by Customer plus the payment of applicable Taxes.

8.2. Other expenses: All travel expenses, living expenses and other incidental expenses incurred during performance of this Agreement shall be reimbursed at actual, by the Customers to Company. Such expenses shall be billed in addition to the Fees. Company will take the Customer’s prior consent before incurring such expense.

8.3. Finance Charge: If Customer fails to make payment of any sums by the due date, Company may at its option, assess a finance charge of the lesser of 18% per annum, accrued, calculated and payable monthly, or the highest amount allowed by law, on all past due amounts due to Company, calculated from the first day the amount is past due until the amount is paid in full. Further, the Company shall have the right to suspend access to the System and/or provision of all services to the Customer or terminate this Agreement.

8.4. Customer shall i) maintain, and provide upon request, records, system tools output, and access to Customer’s premises, as reasonably necessary for Company and its independent auditor to verify Customer’s compliance with this Agreement, and ii) promptly order and pay for required entitlements at Company’s then current rates and for other charges and liabilities determined as a result of such verification, as Company specifies in an invoice. These compliance verification obligations remain in effect during the term of this Agreement and for 5 years thereafter.

9. WARRANTIES

9.1. Company warrants that the System and all services provided on the System will be accessible to Customer’s authorized Users 99% of the time in a given calendar month, subject to and excluding maintenance windows. Further, the System and all services provided on the System will be made accessible using commercially reasonable care and skill. This limited warranty ends when this Agreement ends.

9.2. Notwithstanding the foregoing, Company does not guarantee network availability between Customer and the Company hosting server, as such availability can involve numerous third parties and is beyond control of the Company. Company shall not be liable for, nor provide any service credits hereunder for any downtime caused in whole or in part by a third party data center provider not for any downtime that Customer experiences as a result of Customer or Customer User’s won network connectivity issues. If Customer experiences a System or service outage and is unable to access the System or any service, Customer must immediately contact Company’s help desk, providing any/all necessary information that may assist Company in determining the cause of the outage.

9.3. EXCEPT FOR THE LIMITED SERVICE LEVEL COMMITMENT SET FORTH IN SECTION 9.1, COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONAILITY, PERFORMANCE OR RESULTS OF USE OF THE SYSTEM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THE LIMITED SERVICE LEVEL COMMITMENT SET FORTH IN SECTION 9.1, COMPANY DISCLAIMS ANY WARRANTY THAT THE SYSTEM, THE SERVICES PROVIDED BY COMPANY, OR THE OPERATION OF THE SYSTEM ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED OR THAT COMPANY WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

9.4. Company warranties will not apply if there has been misuse, hacking, modification, damage not caused by Company, failure to comply with instructions provided by Company.

10. LIMITATION OF LIABILITY

10.1. Company’s entire liability for all claims related to this Agreement will not exceed the amount of any actual direct damages incurred by Client up to the lesser of three (3) months charges paid by Client, regardless of the basis of the claim. This limit applies collectively to Company, its subsidiaries and contractors.

10.2. TO THE EXTENT PERMITED BY APPLCIBALE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOST REVENUES, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

11. INTELLECTUAL PROPERTY INDEMNIFICATION

11.1. If a third party asserts a claim against Customer that the System, access to which is granted under this Agreement infringes a patent or copyright, Company will defend Customer against that claim and pay amounts finally awarded by a court against Customer or included in a settlement approved by Customer, provided that Customer promptly (i) notifies Company in writing of the claim, (ii) supplies information requested by Company, and (iii) allows Company to control, and reasonably cooperates in, the defense and settlement, including mitigation efforts.

11.2. In addition, if such a claim is or is likely to be made, Company will, exercise the first of the following remedies that is practicable:

11.2.1. obtain for Customer the right to continue to use, System consistent with this Agreement;

11.2.3. replace the System, or other affected System, with non-infringing ones that comply with this Agreement

11.3. If Company determines that none of the above alternatives is reasonably available, then Company will issue Customer a refund equal to the lesser of three (3) months charges or the amount paid by Customer.

11.4. Exclusions: Company has no responsibility for claims based, in whole or part, on non- Company products and services, items not provided by Company, or any violation of law or third party rights caused by Customer’s content, materials, designs, or specifications.

11.5. Sole and Exclusive: This Section 11 states Company's entire liability for claims of intellectual property infringement by System provided by Company.

12. INTELLECTUAL PROPERTY OWNERSHIP & SOURCE CODE

12.1. No right in copyright, patent, registered design, trade mark, service mark, design right, moral right, database right, topography right, or application to register any of these rights, trade secret, right in know-how, right of confidence, other intellectual property rights of any nature (“Intellectual Property Rights”) are granted by the Company to the Customer. All such Intellectual Property Rights are and shall remain exclusively owned by the Company

12.2. Company does not transfer any ownership rights in the System, including localization and/or customization to the System and all services provided on the System.

13. CUSTOMER’S RESPONSIBILITIES

13.1. In Case any additional module and connectivity to any external supplier is required, It shall be the responsibility of the Customer to provide interface credentials for the Suppliers needed to be connected to the System.

13.2. Any delay in grant of access to the System on account of delay in Supplier’s credential shall be the sole responsibility of the Customer and Company shall not be liable in any manner for such delay.

13.3. Any costs such as those relating to bandwidth, third party software licenses, and access to third party networks, required for accessing or interfacing with the System shall be exclusively borne by the Customer.

13.4. The Customer shall be solely responsible and liable for any data that is fetched thru any Supplier connected through any form of technology. The Company shall not be responsible for any such data. All data, structure of the data & accuracy of the data will be the responsibility of the Customer and their Supplier.

13.5. The Company may agree to do connectivity to any Supplier as requested by the Customer an a additional module, but the Company shall have no responsibility or liability of any Supplier connectivity required thru Scrapping of the Supplier website or portal. ‘Scrapping’ means unethically fetching the data from the internet website or portal of any entity without their consent.

13.6. Customer assumes all risk arising from use of Personal Data with the System, including the risk of any inadvertent disclosure or unauthorised access thereto. Customer is responsible for ensuring that Customer and Customer’s Users use of the System is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.

13.7. The Customer shall defend, hold harmless and indemnify, including legal fees, the Company and its personnel from any litigations or damages from any Supplier resulting due to a breach of contract between the Customer and the Supplier.

14. TERM

14.1. This Agreement is effective immediately on acceptance of these terms and will remain in force until the duration until termination by a notice of 1 month by the customer. The Customer can anytime terminate this Agreement and the use of the system through the billing control panel provided in the system.

15. TERMINATION

15.1. Either party may with immediate effect terminate this Agreement in writing without liability at any time, if:

15.1.1. The other party becomes insolvent; or

15.1.2. The other party ceases to carry on its business; or

15.1.3. the other party commits a material breach of any of the provisions of this Agreement and either such breach is incapable of remedy or, if capable of remedy, it fails to remedy such breach within thirty (30) days after service of a notice on it by the party not in breach giving particulars of the breach and requiring such breach to be remedied.

15.2. Either party may terminate this Agreement for reasons other than those mentioned in Section 15.1 with a notice of 3 months.

16. DATA PROTECTION

Both parties shall during and after the term of this Agreement,

16.1. Comply with the applicable Data Protection and Privacy Laws;

16.2. Implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from unauthorised or unlawful processing, or accidental loss, destruction or damage to Personal Data and to the nature of the Personal Data which is to be protected;

16.3. Not do, or cause or permit to be done, anything that may cause or otherwise result in a breach by either party or any third party of the Data Protection Laws.

16.4. The Company reserves the right to extract generic product usage data (which does not fall under data protection) in terms of users and bookings made in the system. This information will only be used for optimising and improvising the system performance and internal functional logics.

17. CONFIDENTIAL INFORMATION

17.1. Each party agrees to regard and preserve as confidential all information, documents and materials (in whatever format or media) related to the business and activities of the other party, its customers, clients, suppliers and other entities with whom the other party does business (including, without limitation, price lists, passwords and pass codes, business and trade secrets, passenger, customer or client lists and records, and economic and business and marketing information, plans and data, know-how, schematics and diagrams), that may be obtained by such party from any source or may be developed as a result of this Agreement whether identified as such or might reasonably be understood from the circumstances as confidential (referred to as “Confidential Information”).

17.2. Information shall not be considered Confidential Information to the extent that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement or any other agreement; (iii) becomes publicly available through no wrongful act of either party; (iv) independently developed by one party without reference to any of the Confidential Information of the other; or (v) required to be disclosed pursuant to a requirement of a governmental agency or law enforcement authority or regulatory body, or by judicial decision so long as the parties provide each other with reasonable advance written notice of such requirements.

17.3. Each party will as soon as reasonably practicable notify the other party of any actual or suspected misuse or unauthorised disclosure of the other party’s Confidential Information.

17.4. Upon the termination of this Agreement, at the other party’s instruction, each party will either (i) return to the other party all of the disclosing party’s Confidential Information in its possession and provided in connection with this Agreement or any Statement of Work, or (ii) destroy such Confidential Information. Each party will confirm in writing its compliance upon the request of the other party.

18. BRANDING AND MARKETING

18.1. The Customer grants to Company license to use, reproduce, display Customer’s name and logo in Company’s marketing material and collateral as a customer and user of the System.

18.2. Customer shall not remove any copyright, trademark or patent notices from the Software.

18.3. Both parties can publish press releases in the appropriate channel with mutual consent from the other party.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1. This Agreement shall be governed by the laws of India and, subject to the terms of Clauses 19.2, the courts at Delhi shall have exclusive jurisdiction over any dispute arising out of this Agreement.

19.2. All disputes and differences arising out of or in connection with any of the matters set out in this Agreement, if not resolved by amicable settlement, shall be finally and conclusively determined by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration will be conducted before a panel of three arbitrators to be selected as provided under the Arbitration and Conciliation Act, 1996. Each party shall appoint one arbitrator and the two arbitrators shall collectively appoint a third arbitrator. The arbitration shall be conducted in English, and the venue for arbitration shall be Delhi.

20. MISCELLANEOUS

20.1. Force Majeure: Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement, due to reasons which are beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of public enemies, acts or orders of any kind of any governmental authority, insurrection, military action, war, whether or not declared, sabotage, riots, civil disturbances, explosions or partial or entire failure of utilities other cause beyond the reasonable control of such party that arise without the fault or negligence of such party, and that result in the delay of performance hereunder (“Force Majeure”). In the event of such Force Majeure, the party claiming the occurrence thereof shall promptly inform the other party in writing and shall use its best efforts to resume performance of its obligations, or any part thereof, as soon as possible. However, if any obligation of either party pursuant to, under and in connection with this Agreement is delayed for longer than three months, then either party shall have the right to terminate this Agreement with immediate effect on written notice to the other.

20.2. Assignment: Customer shall not assign its rights or delegate or subcontract their duties under this Agreement to third parties or Affiliates without the prior written consent of the Company. Any unauthorized assignment of this Agreement by the Customer is void. The Company may assign this Agreement in whole or in part, to any of its Affiliates.

20.3. Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid.

20.4. Waiver: The failure of any party at any time to enforce or require performance of any provision hereof shall in no way operate as a waiver or affect the right of such party at a later time to enforce the same. Any waiver of an obligation, agreement or condition contained herein shall be valid and effective only if in writing and signed by the party to whom such compliance is owed. No such waiver shall be deemed to be a waiver of any subsequent breach, claim or failure to perform or of any obligation, agreement or condition other than the one expressly waived.

20.5. Notices: All documents, approvals, consents and notices are required to be given in writing by either Party to the other at the addresses mentioned above unless specified otherwise. In case of a change of address, the concerned Party shall inform the other Party, in writing, about the change of address within 15 (fifteen) days of such change of address.

20.6. Amendment: All documents, approvals, consents and notices are required to be given in writing by either Party to the other at the addresses mentioned above unless specified otherwise. In case of a change of address, the concerned Party shall inform the other Party, in writing, about the change of address within 15 (fifteen) days of such change of address.

20.7. Entire Agreement: This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or understanding between the parties relating to the subject matter of this Agreement.

20.8. Survival: All provisions of this Agreement that are by their context or nature meant to survive the expiry or termination of this Agreement shall survive such expiry or termination.