INSURANCE REPOSITORY LIMITED

THIS PORTAL SUBSCRIPTION AGREEMENT ("AGREEMENT”) TOGETHER WITH THE CIRL ORDER FORM CONSTITUTE AN AGREEMENT BY AND BETWEEN CENTRICO INSURNACE REPOSITORY LIMITED HAVING ITS REGISTERED OFFICE AT MARATHON FUTUREX, A WING, 25TH FLOOR, MAFATLAL MILLS COMPOUND, N. M. JOSHI MARG, LOWER PAREL, MUMBAI – 400 013, MAHARASHTRA, INDIA (“CIRL”) AND OTHER BUSINESS ENTITY EXECUTING THE CIRL ORDER FORM (“CUSTOMER”). THIS AGREEMENT IS DEEMED TO HAVE BEEN ACCEPTED BY THE CUSTOMER UPON ACCEPTANCE AND SIGNING OF THE CIRL ORDER FORM. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE CUSTOMER STARTS USING THE SUBSCRIPTION AS SET OUT IN THIS AGREEMENT (THE “EFFECTIVE DATE”).

Definitions
- "Account(s)" means an account generated for Customer and Portal Users by CIRL to use the Subscription. For the avoidance of doubt, an Account is specific to the Portal User for whom such account is created on behalf of the Customer by CIRL and under no circumstance may an Account be shared with any third-party.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- “Confidential Information” means all confidential or proprietary information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information excludes Customer Data. Confidential Information will not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
- “Customer Data” means data, information, and materials of Customer or its Portal Users that Customer or its Portal Users uploads to, stores on, or accesses with CIRL’s Platform.
- “Documentation” means the published user guides, manuals, instructions and/or specifications provided or made available to Customer with respect to the Portal, as amended from time to time.
- "Error(s)" shall mean any verifiable and reproducible failure or inability of the Portal to perform any material functions set forth in the Documentation due to any programming defect in the Portal, when used by Customer as specified under this Agreement or the Documentation. The term “Error”, shall however, not include any failure or inability of the Portal that (i) results from the misuse or improper use of the Portal, (ii) does not materially affect the operation and use of the Portal, (iii) results from any modification to the Portal that is not CIRL authorized change, (iv) results from any cause beyond reasonable control of CIRL, including third party cloud environment, hardware, but not limited to, firmware, malicious code like virus, trojan or malware.
- "Fixes" shall mean any modification or addition to the Portal that, when made or added to the solution or modules currently being used by Customer, corrects Errors but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by CIRL to all its customers.
- “Enhancements” means any modification, update, upgrade or addition to the Portal that, when made or added to the modules currently being used by the Customer, provides minor functionality enhancements, but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by CIRL to all its customers as a part of their subscription to the Portal.
- "Intellectual Property Rights" means rights of ownership of any kind of intellectual property, including copyrights, patents, trademarks, service marks, trade secrets, rule sets, and all other intellectual property and all rights therein, and the right to apply for, register, obtain, hold, extend and renew any of the foregoing.
- “Purpose” shall mean use of the Portal and Services by Customer for the sole purpose of its internal business use.
- “Portal” means the technology platform developed by CIRL and as more particularly set out in Annexure A hereto.
- “Portal User” shall mean any employee of the Customer who may use the Portal in accordance with the terms of this Agreement.
- “CIRL Data” means any data, information, content including but not limited to any third-party data information provided to the Customer through the Portal.
- “CIRL Reinsurance Compliance Information Solution” means the technology solution provided by CIRL consist of below Portals to exchange reinsurance compliance related information and documents in a safe, secured and structured manner to facilitate compliance with key regulatory requirements.
  - CIRL Market Application
  - CIRL RCIM Application
  - CIRL Backoffice application
- “CIRL Order Form” means a CIRL order form signed by Customer reflecting Customer’s subscription of the CIRL Portal.
- “Subscription” shall mean a worldwide license to use the Portal and related Services through which the Portal and the related Services are made available for use to Customer and its Portal Users in accordance with the terms of this Agreement.
- “Term” means the term of this Agreement as set forth in Section 15.
Subscription and Access

Grant of Subscription during Subscription Term:
- Subject to Customer and its Portal User ’s compliance with the limitations and restrictions set forth in this Agreement, and, without limitation, Customer’s payment of any applicable Fees, CIRL grants to Customer and Portal User a limited, revocable, nonexclusive, non-sublicensable and nontransferable Subscription, during the Subscription Term to: (a) access the Portal and the Services consistent only for the Purpose; Portal and Service is licensed to Customer, not sold. Customer will be solely responsible for the acts and omissions of its Portal User and proper usage of the Subscription by its Portal User.
- CIRL will provide new releases and updates to the Subscription service that it generally provides to its other customers, provided that CIRL will not be obligated to provide to Customer any new release or update to the Subscription service, or any module thereof, for which CIRL generally charges a separate fee.
- The Portal User shall promptly notify CIRL at contact@cirl.co.in upon becoming aware of any event or circumstance concerning its or any Portal Users’ use of the Portal which might reasonably be expected to give rise to a claim or demand against CIRL or it (as applicable) and would be in breach of terms of this Agreement.
Confidentiality.
- The receiving Party shall only use the Confidential Information for the Purpose, for which it is disclosed. Furthermore, the receiving Party shall keep Confidential Information received from the disclosing Party, in strict confidence and shall not disclose it to any third parties, except to a limited group of the receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis. In the event, the receiving Party is required to disclose the Confidential Information of the disclosing Party pursuant to a court order or government authority, then the Confidential Information shall be disclosed by the receiving Party, but only to the extent so ordered, and provided that the receiving Party promptly notifies the disclosing Party of the pending disclosure in writing so that the disclosing Party may attempt to obtain a protective order or otherwise protect the confidentiality of the Confidential Information. In the event of a possible disclosure under this subsection, if requested by the disclosing Party, the receiving Party will provide reasonable assistance to the disclosing Party (at the disclosing Party’s expense) in obtaining a protective order or otherwise protecting the confidentiality of the Confidential Information.
- Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. Notwithstanding the disclosure of Confidential Information, all Confidential Information shall be and shall remain the sole property of the disclosing Party.
- The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.
- The confidentiality obligations stated herein shall survive for a period of three (3) years from the date of termination or expiration of this Agreement.
Customer Obligation.
- Account Management:
  Customer shall have administrative rights to manage the accounts of its Portal Users, at its discretion. Customer shall be solely responsible for managing its Account and accounts of any of its Portal User(s) and updating the same from time to time. As a condition for using the Subscription, the Customer and the Portal Users shall be required to register with CIRL and select a password and enter his/her email address. Customer shall ensure that the Portal Users shall provide CIRL with accurate, complete, and updated registration information. Customer understands that failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Portal User's account. It is the primary responsibility of Customer to ensure that the Portal Users use the Portal as directed, however, this shall in no manner undermine any authority, access or rights of CIRL. Customer shall be responsible for maintaining the confidentiality of its Account. CIRL shall not be liable for any loss of data or functionality caused directly or indirectly by the Portal User.
- Compliance with Laws:
  Customer and its Portal Users shall comply with all applicable local, state, national and foreign laws in connection with its use of the Subscription, including those laws related to data privacy, international communications, and the transmission of technical. Customer acknowledges that CIRL exercises no control over the content of the information transmitted by Customer or the Portal User through the Portal. Customer and its Portal User shall not upload, post, reproduce or distribute any information, Portal or other material protected by copyright, privacy rights, or any other Intellectual Property Right without first obtaining the permission of the owner of such rights.
- Unauthorized Use; False Information:
  Customer and its Portal Users shall: (i) notify CIRL immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to CIRL immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by Customer, and (iii) not provide false identity information to gain access to the Portal or use the Subscription.
- Access:
  Customer shall be solely liable for the usage of the Portal and the Subscription by all Portal Users and shall indemnify and save harmless CIRL from and against any claims in relation to usage of the Portal and the Subscription by such Portal Users.
- System requirements:
  Customer acknowledges that, for accessing and use of the Portal and the Subscription, the Portal Users may be required to use one or more compatible devices, internet services and certain software and may require obtaining updates or upgrades of the Portal from time to time. Because the access and use of the Subscription involves hardware, software, and internet access, Customer’s ability to access and use of the Subscription may be affected by the performance of these factors.
- Usage and Configuration Metrics.
  CIRL, and its third-party service providers that perform Services in connection with the Subscription may collect information regarding User Information, Usage Data, Technical Information, Performance Metrics, Subscription Information, Security Information and may use such information only for CIRL’s internal business purposes, including to perform its obligations under this Agreement and to ensure compliance with this Agreement. To the extent that the Customer will be handling personal data and/or sensitive personal information, the Customer agrees to comply with the applicable data protection laws. Customer agrees to CIRL’s collection, usage, and disclosure of their personal information/ personal data, under this Agreement shall be governed by CIRL’s Privacy Policy available at Privacy Policy
CIRL Ownership.

The Portal, the Documentation, and any authorized copies thereof made by Customer are the intellectual property of and are owned by CIRL, its Affiliates and their licensors, and constitute the Confidential Information of CIRL. CIRL and its Affiliates retain title to and ownership of all right, title and interest in the Portal and the Documentation. The Customer does not have any right, title, or interest in the Portal or the Documentation. All rights not expressly granted in this Agreement are reserved by CIRL and its Affiliates and their licensors.
Restrictions and Requirements.
- Proprietary Notices. Customer and its Portal Users shall not remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Portal or the Documentation or add any other markings or notices to the Portal or the Documentation.
- User Obligations. Customer shall not and shall ensure that its Portal User shall not, directly or indirectly, i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce or otherwise make any changes to the Portal; ii) use the Subscription in any manner to provide time-sharing, benchmarking or other computer services to third parties, or except as expressly provided herein, allow any third party to access or benefit from the functionality of the Portal; iii) use the Subscription or portion thereof in violation of any applicable export control laws or regulations; iv) allow use of the Subscription by its Affiliates or anyone other than the Portal Users; v) use the Subscription to develop, market or sale any competing or similar product; vi) engage in any Licensable Activity; viii) use any of the Portal’s components, add-ons, files, modules, externals, contents including associated subscription material separately from the Portal; ix) itself or allow its Portal Users to remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Portal or the Documentation or add any other markings or notices to the Portal or the Documentation. The Customer shall not use or permit the use of any software, hardware, application, or process that (A) interferes with the Portal, (B) interferes with or disrupts servers, systems, or networks connected to the Portal, or (C) accesses or attempts to access another customer’s accounts, servers, systems, or networks without authorization, or (D) harasses or interferes with another Customer’s use and enjoyment of the Portal, or (v) tamper with or breach the security of the Portal. All rights not specifically and unequivocally granted to the Customer are reserved by CIRL. (k)use or access the Portal or Subscription for any purpose other than the Purpose.
- Prohibited Activities. Customer and its Portal Users shall not (i) modify, port, adapt, translate or create any derivative work based upon the Portal or the Documentation, (ii) reverse engineer, decompile, disassemble, or otherwise derive or attempt to derive the source code of the Portal, except for any non-waivable right to decompile the Portal expressly permitted by applicable mandatory law, (iii) copy, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, screenshot, use or offer the Portal on a service bureau basis, deliver or otherwise transfer the Portal, in whole or in part, or (iv) access Portal to create competitive products to CIRL or engage in the competitive analysis of the Portal (v) use the CIRL Data for any purpose other than the Purpose.
- The Customer shall contact CIRL at contact@cirl.co.in if (i) it or one of its Portal Users has reason to believe that someone else is trying to access the Portal using its or one of its Portal User’s details; or (ii) it or one of its Portal Users discovers a defect in the Portal.
Fair Use
- Usage of the Portal should be reasonable at Portal User level. In the event that usage is considered by CIRL to be affecting the integrity of the overall service or unnecessary for normal use of the Portal, CIRL reserves the right to (i) suspend or terminate a Portal User’s login credentials; or (ii) suspend all activity associated with the Portal User’s Account.
- In order to monitor fair use of the Portal, CIRL shall Process the Portal User’s Personal Data on its own behalf (as a Controller) by creating and storing user activity logs.
Limited Warranty.
- Authority. Each party represents and warrants that (i) this Agreement has been duly entered into and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with such party’s entering into or performance of this Agreement; and (iii) the entering into and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
- Limited Warranty. CIRL warrants that the Portal will perform substantially in conformance the Documentation. This limited warranty is void if failure of the Portal has resulted from (i) failure to use the Portal in accordance with this Agreement or the Documentation, (ii) modifications made by the Customer, a Portal User, or a third party not authorized by CIRL, (iii) a Force Majeure event, or (iv) any material breach of this Agreement by the Customer (other than non-payment of Fees); or (v) breach of the terms of this Agreement by a Portal User. In the event of any Error in the Portal, the Customer’s sole and exclusive remedy, and CIRL’s entire obligation and liability shall be, at CIRL’s sole option, to either (i) provide Fixes to the Portal, (ii) correct or replace the Portal, or (iii) refund the Customer, a pro-rated amount of the applicable Fees pre-paid by the Customer covering the whole months that would have remained, absent such early termination, in the Subscription Term following the effective date of such early termination, and terminate this Agreement. Any corrected, upgraded or updated version of the Portal will be warranted for the remainder of the Subscription Term. All warranty claims must be made to CIRL in writing within such Subscription Term.
- EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PORTAL, SERVICES OR ANY OUTPUTS OR DELIVERABLES THEREOF ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CIRL AND ANY SUBSIDIARIES OR AFFILIATED COMPANIES OF CIRL, HEREBY DISCLAIM ALL OTHER IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, LOSS OF DATA OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. CIRL FURTHER DISCLAIMS WARRANTIES THAT THE PORTAL AND THE SERVICES WILL MEET CUSTOMER'S OR PORTAL USER'S REQUIREMENTS OR SPECIFICATIONS OR THE PORTAL AND THE SERVICES WILL BE COMPATIBLE WITH CUSTOMER'S INFRASTRUCTURE, THAT THE OPERATION OF THE PORTAL AND THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY BUGS OR ERRORS OR DEFECTS WOULD BE FIXED OR THE PORTAL WILL OPERATE IN COMBINATION WITH CUSTOMER'S CONTENT OR PORTAL, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY CIRL. IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CIRL MAKES NO WARRANTIES THAT CUSTOMER’S USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE SITE OR ANY OTHER WEB SITE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ALL SPECIFICATIONS, DOCUMENTATION, INFORMATION, AND OTHER MATERIALS PROVIDED BY CIRL TO CUSTOMER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING ANY STATUTORY WARRANTIES THAT MAY APPLY TO SUCH SPECIFICATIONS, DOCUMENTATION, INFORMATION OR MATERIALS. CUSTOMER ACKNOWLEDGES THAT CIRL DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, THE INTERNET, AND THAT THE PORTAL MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES AND CIRL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURED SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN.
INTELLECTUAL PROPERTY RIGHTS
- Any and all rights to the Portal, Documentation, customizations to the Portal, Enhancements, and branding thereof, the CIRL content including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of CIRL. This Agreement does not grant the Customer or any of its Portal Users any rights, title and interest in and to the Portal, Documentation, customizations to the Portal, Enhancements, its contents and branding thereto, the CIRL content including CIRL’s intellectual property rights except where expressly and unequivocally granted herein.
- From time to time, the Customer and/or its Portal Users may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Portal or the Subscription. The Customer hereby assigns to CIRL all right, title and interest into such Feedback and an exclusive right to create any developments based on such Feedback.
- The Customer shall retain title to and all ownership rights in the Customer Data. The Customer grants to CIRL a worldwide, non-exclusive, and non-transferable limited-term subscription to host, copy, transmit, analyse, process, display, store, configure, and perform the Customer Data solely as necessary to provide the Subscription.
- The Customer agrees that the Customer shall not assert, or authorize, assist, or encourage any third party to assert, against CIRL or any of its Affiliates, vendors, business partners, or licensors, any infringement or misappropriation of intellectual property infringement claim regarding the Portal or professional services.
Indemnification

Customer agrees to indemnify, keep indemnified, defend and hold harmless CIRL, its Affiliates and its respective directors, officers, employees, representatives, from and against any and all claims and resulting losses, costs, liabilities, and expenses (including reasonable attorney’s fees), arising as a result of or in connection with: (a) Customer’s or its Portal Users’ breach of or violation of applicable laws and regulations, (b) use by Customer or its Portal User of the Portal and/or Services other than as permitted under this Agreement; (c) any acts or omissions and negligence or misconduct on part of the Portal Users; (d) a third party claim for infringement or misappropriation based upon Customer’s combination or use of the Portal and/or Services with, services, or products developed by Customer or third parties or any Customer Data; or (e) use of Portal and/or Services other than as permitted under this Agreement. The provisions of this section shall survive the expiry or termination of this Agreement.
Limitation of Liability

EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND CUSTOMER’S MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PORTAL, THE DOCUMENTATION, OR THE USE THEREOF, OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUSIONS SET FORTH IN THE PRECEDING SENTENCE, CIRL’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY CUSTOMER FOR THE PORTAL SUBSCRIPTION UNDER THE RELEVANT CIRL ORDER FORM FOR THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. The limitations of liability and exclusions of damages in this Section 11 form an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in this Agreement is found to have failed its essential purpose.
Suspension

(a) For Breach. In the event of any reasonable security reasons or breach of this Agreement by Customer (including non-payment), at CIRL’s sole discretion, without limiting CIRL’s other rights and remedies and notwithstanding anything in this Agreement to the contrary, CIRL may temporarily suspend Customer’s use of the Portal. CIRL will use reasonable efforts to provide at least ten (10) days’ notice prior to any suspension under this Section, except where CIRL reasonably believes immediate suspension is necessary. CIRL shall use reasonable efforts to resume providing access to the Portal as soon as reasonably possible after the event giving rise to the suspension is cured. If Customer does not fully address the reasons for the suspension within sixty (60) days after suspension, CIRL may terminate Customer's access to the Portal with no liability whatsoever.
Variation

CIRL may at any time make variations to this Agreement. Unless specified otherwise, such variations shall be effective 28 days after notification of the variation to the User Administrator(s). Continued access or use of the Portal is deemed to be acceptance of the modified terms.
Anti-Bribery / Corruption Laws

The parties shall comply with the provisions of India’s Prevention of Corruption Act 1988, and all similar national laws intended to prevent bribery and corruption that apply to such party.
Term and Termination.
- Term of Agreement. This Agreement commences on the Effective Date and continues until all the subscription under the CIRL Order Form have expired or have been terminated.
- Subscription Term. The term of each subscription is set forth in the CIRL Order Form. Any renewal to the subscription terms shall be as agreed between the parties Any increase in the per-unit pricing during any automatic renewal term from the prior subscription term shall be mutually agreed.
- Termination. This Agreement may only be terminated by a party upon written notice to the other party upon providing thirty (30) days' written notice to the other party without any cause. CIRL shall have the right to terminate this Agreement in case a breach is noticed and the same is not rectified within seven (7) days of notice by Customer. In case of severe breach of terms and conditions as determined by CIRL, CIRL may terminate this Agreement without prior notice to Customer.
- Consequences of Termination. If the Agreement is terminated before expiration of Agreement, then in that case the subscription Fees shall be refunded proportionately. On termination of Agreement due to breach by Customer, the subscription Fees shall not be refundable. In the event of termination without cause, the Portal User shall have the option to export Customer Data from the hosting servers, subject to payment of applicable fees. CIRL disclaims any and all format compatible issues that may arise with regard to the data exports from the hosting services.
- Survival. Sections 1 (Definitions), 3 (Confidentiality), 4 (Customer Ownership, Responsibility), 5 (CIRL Ownership), 6 (Restrictions and Requirements), 8 (Limited Warranty), 10 (Indemnification), 11 (Limitation of Liability), 12 (Suspension), 15 (Term and Termination), 16 (Fees) and 17(General) will survive the expiration or termination of this Agreement.
Fees
- In consideration of the Subscription, the Customer shall pay the Fees as set forth in the applicable CIRL Order Form.
- Except as otherwise specified in the applicable CIRL Order Form or SOW:
  - the Fees and fees for the professional services are non-cancellable and non-refundable; and
  - all the Fees and charges including the fees for the professional services under this Agreement shall be exclusive of taxes, cess, duties (“Taxes”) and such Taxes shall be borne by the Customer.
- The Customer shall not setoff or offset against CIRL’s invoices, amounts that the Customer claims are owed to it by CIRL under this Agreement, or any CIRL Order Form/SOW and the Customer will bring any claims or cause of action it may have in a separate action.
- The Subscription Term shall commence only upon full payment of Fees and automatically terminate on the expiry of the Subscription Term. In the event, the Customer fails to pay the Fees within the prescribed timeline, CIRL shall be entitled to charge an interest at the rate of 12% per annum and/or suspend the services.
General
- Parties. CIRL and Customer are independent contractors. Nothing in this Agreement shall be deemed to constitute a joint venture or partnership between the parties, nor constitute any party as the agent of the other party for any purpose or entitle any party to commit or bind the other party in any manner.
- Non Solicit. Each Party agrees that it will not, during the term of this Agreement and for a period of one (1) year after the termination or expiration of this Agreement, directly or indirectly, solicit or hire the services of (for employment, consulting or otherwise), accept the services of, or employ or engage any person who is employed by the other Party.
- Governing Law, Jurisdiction and Attorneys’ Fees. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by laws of India. Each party irrevocably agrees that the Courts of Mumbai are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Agreement and that accordingly any proceedings arising out of or in connection with these Agreement shall be brought in such courts.
- Dispute Resolution. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY. This Agreement shall not be governed by the conflict of law rules of any jurisdiction, the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act, the application of which is expressly excluded. If any action is pursued to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs and any other relief to which such party may be entitled.
- Publicity. Customer authorizes CIRL to use Customer’s name, logo, and/or trademark in connection with promotional, marketing, sales and public relations activities only. If requested by CIRL, Customer shall cooperate with CIRL in marketing-related activities, which may include a press release, case study, testimonial or customer reference (collectively, the “Testimonials”). If Customer provides any written or recorded Testimonials to CIRL, Customer hereby authorizes CIRL to reproduce, publish, distribute and/or translate such Testimonials for marketing purposes (i) on websites or social media channels operated by CIRL, (ii) in commercial presentations or events.
- Modification To The Portal. CIRL reserves the right to modify the Portal, at its sole discretion at any time. CIRL will notify the Customer about the material modifications of the foregoing either by providing the Customer ten (10) days’ prior written notice via email to the designated admin’s email id of the Customer or by publishing about the same on its website. Following such notice, in case the Customer is dissatisfied with such material modifications, the only remedy for the Customer is to terminate this Agreement by providing CIRL at least thirty (30) days’ advance written termination notice, in which case the termination will become effective at the earlier of the entry into effect of such modification or the termination date indicated in the notice.
- Entire Agreement; Waiver. This Agreement, together with the Exhibit(s), and CIRL Order Form, as applicable, is the parties’ entire agreement with respect to its subject matter, and supersedes any prior communications, discussions, understandings, or agreements. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
- Severability. If any provision of this Agreement is held to be unenforceable, the unenforceable provision shall be replaced by an enforceable provision that comes closest to the parties’ intentions underlying the unenforceable provision, and the remaining provisions of this Agreement shall remain in full force and effect. The unenforceability of any provision in any jurisdiction shall not affect the enforceability of such provision in any other jurisdiction.
- Assignment. CIRL may assign or transfer this Agreement, in whole or in part, to any Affiliate or in connection with any acquisition, consolidation, merger, reorganization, transfer of all or substantially all of its assets or other business combination, or by operation of law without Customer’s consent upon written notice. CIRL shall notify Customer of any such assignment or transfer as soon as practicable, but such notice shall not be a condition to such assignment or transfer. Customer may terminate this Agreement by providing written notice of termination to CIRL no later than thirty (30) days after receiving notice of such assignment or transfer, if (i) CIRL or this Agreement is acquired by Customer’s direct competitor, (ii) CIRL is acquired by a vendor with whom Customer has an active dispute and/or litigation, or (iii) CIRL is acquired by a vendor that is subject to a pending regulatory investigation as per applicable law. Customer may not assign or transfer any part of this Agreement by business combination, operation of law or otherwise without CIRL’s prior written consent, which consent shall not be unreasonably withheld. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and permitted assigns.
- Force Majeure. Except for Customer’s payment obligations, neither party shall be liable for its failure to perform caused by any condition beyond its reasonable control, including acts of God or nature, government acts, civil unrest, network issues, technical issues, disruption in power supply, or acts of war or terrorism.
- Notices. All notices given under this Agreement shall be in writing and shall be deemed given upon receipt. All notices shall be sent to the parties at their respective address on the CIRL Order Form, as applicable, or to such email address or address as subsequently modified by written notice given in accordance with this section.
- Change In Terms: CIRL reserves to change this Agreement at any time and to notify the Customer by posting an updated version of the Agreement on the website. Customer is responsible for regularly reviewing the terms of this Agreement.
  The Agreement was last modified on 15 December, 2023.

Annexure A

Description of the Portal

CIRL Market Application is technology platform part of Reinsurance Compliance Information Solution provided by CIRL which enables Customers to subscribe Reinsurance Compliance Data in a safe, secured and structured manner to facilitate compliance with key regulatory requirements. This also includes website www.centrico.co.in, designed and exclusively built and operated by it, for the delivery of this technology solution.

Subscriber Agreement (Reinsurance Compliance Solution)