CENTRICO INSURANCE REPOSITORY LIMITED

THIS PORTAL SUBSCRIPTION & HOSTING AGREEMENT ("AGREEMENT”) TOGETHER WITH THE ORDER FORM CONSTITUTE AN AGREEMENT BY AND BETWEEN CENTRICO INSURANCE REPOSITORY LIMITED (FORMERLY KNOWN AS “CDSL INSURANCE REPOSITORY LIMITED”) (HEREIN AFTER REFERRED TO AS “CIRL”) HAVING ITS REGISTERED OFFICE AT MARATHON FUTUREX, A WING, 25TH FLOOR, MAFATLAL MILLS COMPOUND, N. M. JOSHI MARG, LOWER PAREL, MUMBAI – 400 013 AND OTHER BUSINESS ENTITY OR PERSON AGREEING TO THIS AGREEMENT AND 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 & HOSTING 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 & Hosting Models. 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’s – Market & RCIM Platform 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.
- “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 Order Form” means an order form signed by Customer reflecting Customer’s acceptance for the Subscription & Hosting on the CIRL’s - Market & RCIM Application Portal.
- “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 – Market & RCIM Application 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.
- “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 & Hosting on the Portal.
- “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.
- “Hosting” shall mean a worldwide license to upload, store, manage, and transmit data on the Portal and related Services, enabling the Customer and its Portal Users to host and process information in accordance with the terms of this Agreement.
- "Intellectual Property Rights" shall mean all intellectual property and intellectual property rights worldwide arising under statutory or common law, including the 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 CIRL’s - Market and RCIM technology platform made available 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 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
- “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 & Hosting and Access

Grant of Subscription & Hosting during Agreement 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 & Hosting, during the term of this agreement to 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(s) and proper usage of the Subscription & Hosting by its Portal User(s).
- CIRL will provide new releases and updates to the Subscription & Hosting 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 & Hosting service, or any module thereof, for which CIRL generally charges a separate fee.
- The Portal User shall promptly notify CIRL at grievance@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:
  CIRL shall have the administrative rights to manage the Accounts of the Portal Users at its discretion. The Customer Portal users can access the Customer Data hosted by the Customer. As a condition for using the Subscription & Hosting, the Customer shall provide the required information as requested by CIRL from time to time to enable CIRL to create Accounts for the Portal Users. CIRL shall retain the final authority over the approval, modification, and deletion of any accounts or data on the Portal. Customer shall ensure that the Portal Users shall provide CIRL with accurate, complete, and updated registration information. Customer shall have the right to revise the Customer Data through the following mechanisms (i) through the Portal, hosted on CIRL’ – RCIM Reinsurance Compliance Information Solution, or (ii) via email to CIRL at grievance@cirl.co.in. The email requests from valid Market & RCIM Application Portal Users shall only be considered for processing, or (iii) optionally approve any revisions to the Customer Data before being published on Reinsurance Compliance Information Solution. The Customer shall on a regular basis carry out the required revisions and updates to the Customer Data and shall be solely responsible for such revisions and updates. Customer shall be responsible for maintaining the confidentiality of its Account. 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. 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 at all times comply with all applicable local, state, national and foreign laws in connection with its use of the Subscription & Hosting, including but not limited to those laws governing related to data privacy, data protection, international communications, and the transmission of technical information. Customer acknowledges that CIRL exercises no control over and assumes no responsibility for 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 & Hosting that is known or suspected by Customer, and (iii) not provide false, misleading or inaccurate identity information in an attempt to gain access or use to the Portal or use the Subscription & Hosting Portal, and shall ensure that all credentials and access details are kept confidential and used solely by authorized individuals.
- Access:
  The Customer shall be solely responsible for the usage of the Subscription & Hosting Portal and any actions taken under its account, including those of its Portal Users, and shall indemnify and hold CIRL harmless against any claims, loss, damages or liabilities arising from any failure to comply with this Agreement.
- System requirements:
  Customer acknowledges that, for accessing and using of the Subscription & Hosting Portals, 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. Since the access and use of the Subscription & Hosting involves hardware, software, and internet access, Customer’s ability to access and use of the Subscription & Hosting may be affected by the performance of these factors. CIRL does not guarantee uninterrupted or error-free access to the Portal and shall not be liable for any limitations, disruptions, or performance issues arising due to the Customer’s or its Portal Users’ hardware, software, or internet connectivity. CIRL reserves the right to modify or discontinue certain features, functionalities, or system requirements of the Portal at its discretion, with or without prior notice to the Customer. The Customer’s and its Portal User’s use of the Portal is subject to the terms and conditions of third-party software, if any, and by agreeing to this Agreement, the Customer and its Portal User, acknowledge and agree to comply with the applicable terms governing the use of such third-party software, if any, respectively.
- Customer Data – for Hosting Services:
  Customer is solely responsible for all Customer Data transmitted on the Portal, and for ensuring that Customer Data does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious or (iii) introduce any software viruses or other harmful or deleterious computer code, files, or programs, such as trojan horses, worms, time bombs, or cancelbots. In the event of Customer Data containing any thirty-party information or data, Customer warrants that Customer has the required permissions and approvals. Customer acknowledges and agrees that CIRL uses certain third-party tools for analytical purposes and may use Customer Data and track Customer’s usage of the Subscription & Hosting for any purpose including but not limited to research, analytics, and to improve Customer’s services. Customer shall have an option to choose the manner in which Customer would want CIRL to manage Customer Data post the expiry or termination of this Agreement. At the option of Customer, CIRL shall upon expiry or termination of this Agreement (i) hand over Customer Data to Customer (provided Customer’s system are compatible with the format in which such Customer Data is stored on the Portal) or (ii) subject to receipt of additional costs from Customer at the then current rate, maintain the stored data as an archived copy for a period opted by Customer or (iii) delete such Customer Data and provide an evidence deletion to Customer or (iv) treat it in a manner as mutually agreed between the parties in writing.
- Usage and Configuration Metrics:
  CIRL, and its third-party service providers that perform Services in connection with the Subscription & Hosting may collect and process User Information, Usage Data, Technical Information, Performance Metrics, Subscription Information, Security Information. CIRL may use such information exclusively for CIRL’s internal business purposes, including to perform its obligations under this Agreement, service performance monitoring and improvement, security monitoring, fraud detection, and threat prevention, analytics, research, and reporting for operational enhancements, providing support and maintenance services, 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 all the applicable data protection laws including but not limited to the Information Technology Act, 2000 and relevant rules framed thereunder, the Digital Personal Data Protection Act, 2023, and relevant rules framed thereunder, General Data Protection Regulation (if applicable) and any other local, state, national, or international privacy regulations governing the collection, storage, processing, and transmission of personal data. Customer explicitly 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 and shall remain the exclusive intellectual property of CIRL, its Affiliates and their licensors, and shall be constituted as 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 shall not have any ownership rights, title, or interest in the Portal, Documentation, or any related intellectual property, whether by implication, estoppel, or otherwise. The Portal and Services are licensed, not sold to the Customer under this Agreement. CIRL, its Affiliates, and licensors retain all rights, title, and interest in and to the Portal, Documentation, and any enhancements, modifications, derivative works, or improvements thereof. 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 & Hosting 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 & Hosting or portion thereof in violation of any applicable export control laws or regulations; iv) allow use of the Subscription & Hosting by its Affiliates or anyone other than the Portal Users; v) use the Subscription & Hosting to develop, market or sale any competing or similar product; vi) engage in any Licensable Activity; vii) use any of the Portal’s components, add-ons, files, modules, externals, contents including associated Subscription & Hosting material separately from the Portal; viii) 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 (E) tamper with or breach the security of the Portal. All rights not specifically and unequivocally granted to the Customer are reserved by CIRL. ix) use or access the Portal or Subscription & Hosting for any purpose other than the Purpose.
- Prohibited Activities. Without limitation, the Customer agrees that neither the Customer nor any Portal User shall: (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) sell, rent, lease, assign, or otherwise commercially exploit Portal;(vi) compromise the integrity, performance, or security of Portal or its infrastructure in any way, including by way of uploading or transmitting any data that contains or redirects to a harmful component or technology – such as a virus, trojan horse, or anything similar – that accesses, downloads, impedes, or otherwise interacts with Portal in an unauthorized or illegal way; or(vii) attempt to gain unauthorized access to the Portal or utilize any procedures or tools to bypass the Portal’s security, or utilize or allow Portal to be utilized for the purpose of hacking, tunnelling, or otherwise gaining unauthorized access to any computer or system; or(viii) transmit, store, or process health information subject to applicable laws and regulations; (ix) use the CIRL Data for any purpose other than the Purpose.
- The Customer shall contact CIRL at grievance@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. CIRL shall not be liable for any loss, damages, or unauthorized access resulting from the Customer’s failure to notify CIRL helpdesk within the reasonable timeframe of occurring such incidents. CIRL retains the right to take necessary corrective measures, including but not limited to suspension of access, investigation, and implementing security patches at its discretion.
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. CIRL may use automated monitoring to detect patterns of misuse, unauthorized access, or activities inconsistent with normal use.
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 during the term of this Agreement. 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 defective portion of 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 & Hosting 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 & Hosting Term. All warranty claims must be submitted to CIRL in writing within such Subscription & Hosting 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 AFFILIATES, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO USE OF THE PORTAL AND 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, ERRORS, FAULTS 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 CIRL 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, 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, implied or otherwise, in and to the Portal, Documentation, customizations to the Portal, Enhancements, its contents and branding thereto, 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 & Hosting. 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 Customer Data. The Customer grants CIRL a worldwide, non-exclusive, and non-transferable limited-term Subscription & Hosting Model to host, copy, transmit, analyse, process, display, store, configure, and perform the Customer Data solely as necessary to provide the Subscription & Hosting purpose.
- 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.
- As between the Customer, its Portal User and CIRL and to the extent permitted under the applicable laws, the Customer own the inputs and Customer Data and keep all proprietary rights, including Intellectual Property Rights to them. Every time the Customer and its Portal User submit an input to the Portal, the Customer and its Portal User confirms that it has the right to submit the input together with Customer Data and understand that the Customer have the legal right and authority to do so. The Customer acknowledges and agrees that such submission is made at its sole risk and that the Customer shall bear full responsibility for the Inputs, Customer Data, and any consequences arising from their use of the Portal. The Customer shall indemnify, defend, and hold harmless CIRL, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) the Customer’s or its Portal User’s submission of Inputs and Customer Data, (ii) any breach of the foregoing representations and warranties, or (iii) any third-party claim alleging that the Inputs or Customer Data infringe or misappropriate any rights, including Intellectual Property Rights, of any third party.
- During the Term of this Subscription & Hosting Agreement, or while the Customer and/or its Portal User are still using or is in possession of the Portal, including any updates and/or corrections thereto, the Customer and its Portal User hereby unconditionally and irrevocably warrants not to create or attempt to create, or permit any third party to create or attempt to create, by disassembling, reverse engineering or otherwise, the source and object codes or any part thereof from the object program or the compliance database or any other tool or information made available to the Customer and its Portal User, in any form whatsoever, in terms of this Agreement.
Indemnification

Customer accepts and 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, damages, loss, costs, causes of action, fine, penalty, liabilities, judgement, fees and expenses (including reasonable attorney’s fees and court costs), incurred in connection with or arising from any of the claims including without limitation (“Claim”)as a result of or in connection with: (a) Customer’s or its Portal Users’ access or use of the Portal; (b)acts, omissions, failure, breach, negligence or wilful misconduct of any of the obligations or this Agreement (including CIRL’s Privacy Policy) by the Customer or its Portal User; (c) breach of or violation of applicable laws and regulations, (d) use by Customer or its Portal User of the Portal and/or Services other than as permitted under this Agreement; (e) 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 that the Customer or its Portal User has illegally or without permission claimed someone else’s rights. If any action or proceeding is brought against CIRL, its Affiliates, its owners, directors, employees, representatives and assigns by reason of any such Claim as mentioned hereinabove, the Customer shall, on notice from CIRL, defend the said Claim at its sole expense with counsel reasonably satisfactory to CIRL. 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 & HOSTING 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 Thirty (30) 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 Fifteen (15) 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

a) The parties shall comply with the provisions of India’s Prevention of Corruption Act, 1988, and all similar national laws, as applicable and amended from time to time, with an intention to prevent bribery and corruption that apply to either such party.
Term and Termination
- Term of Agreement. This Agreement commences on the Effective Date and continues until all the Subscription & Hosting under the CIRL’s Order Form have expired or have been terminated.
- Subscription & Hosting Term. The term of each Subscription & Hosting is set forth in the CIRL’s Order Form. Any renewal to the Subscription & Hosting terms shall be as agreed between the parties mutually in writing. Any changes in the pricing during any automatic renewal term from the prior Subscription & Hosting 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 immediately without prior notice to Customer.
- Consequences of Termination. If the Agreement is terminated before expiration of Agreement, then in that case the Subscription & Hosting Fees shall be refunded proportionately. On termination of Agreement due to breach by Customer, the Subscription & Hosting 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. CIRL shall not be liable for any data loss, corruption, or any such issues arising from the export process.
- Data Retrieval. Upon expiration or termination of this Agreement, the rights granted by CIRL to Customer under this Agreement will lapse and Customer and its Portal Users will immediately cease all use of the Portal and delete (or, at CIRL’s request, return) related Documentation, passwords, and any CIRL Confidential Information in its possession or control. Upon expiration or termination of this Agreement (other than termination by CIRL for Customer’s breach), the Portal User shall have the option to export its data from the hosting servers, subject to payment of applicable fees. CIRL shall have no obligation to maintain or provide access to the Customer Data after the above periods have expired and will delete such data unless legally prohibited.
- 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 & Hosting, the Customer shall pay the Fees as set forth in the applicable CIRL’s Order Form.
- Except as otherwise specified in the applicable CIRL’s Order Form:
  - 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’s Order Form and the Customer will bring any claims or cause of action it may have in a separate action.
- The Subscription & Hosting Term shall commence only upon full payment of Fees and automatically terminate on the expiry of the Subscription & Hosting 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 and Dispute Resolution. This Agreement is governed by the laws of India, without reference to conflict of laws principles, and specifically excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties to this Agreement undertake to use the best commercial efforts to amicably settle any disputes arising hereunder. If the dispute is not resolved mutually, either Party shall send a written notice to the other Party informing the existence of such dispute/ difference, and the intention of such party to refer the dispute for resolution by arbitration. The Parties shall refer it to a sole arbitrator which shall be mutually appointed by the Parties. The seat and place of arbitration shall be Mumbai, India. Such arbitration proceedings will be held in consonance with the provisions of Arbitration and Conciliation Act, 1996 and any statutory modification or re-enactment thereof for the time being in force. The arbitrator's fee shall be borne equally by the Parties. All other costs and expenses of the arbitration shall be borne by the Parties as the arbitrator may award. Notwithstanding anything contained in this Clause, the courts at Mumbai shall have exclusive jurisdiction over any of the disputes arising out of or in connection with this Agreement.
- 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 registered 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 Fifteen (15) 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’s Order Form, as applicable, constitutes entire agreement with respect to its subject matter, and supersedes and replaces any and all prior discussions, negotiations, understandings, and agreements, written and oral, regarding such subject matter. 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, or any applicable CIRL’s Order Form, 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 state 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, CIRL shall not be responsible or liable in any manner for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond CIRL’s reasonable control. This includes any ‘acts of God’, fire, war, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, public health emergencies, pandemic, epidemic, earthquakes, storms or other elements of nature, blockages, embargoes, riots, technical issues, network issues, disruption in power supply, acts or orders of government, acts of terrorism, or war.
- 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 registered email, or such address as mentioned in on the CIRL’s 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 1 September, 2025.

Annexure A

Description of the Portal

CIRL’s Market Application (market.centrico.co.in) 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.

CIRL’s – RICM Application (rcim.centrico.co.in) is technology platform part of Reinsurance Compliance Information Solution provided by CIRL which enables Customers to host and revise Reinsurance compliance related 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.

Portal Subscription & Hosting Agreement (CIRL - Market & RCIM Application)