PARTNER PROGRAM MASTER AGREEMENT

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PLEASE READ CAREFULLY

PLEASE READ THIS ROUTEGET TECHNOLOGIES ROUTEGET PARTNER PROGRAM MASTER AGREEMENT (“AGREEMENT“) BEFORE REGISTERING AS A ROUTEGET TECHNOLOGIES ROUTEGET PARTNER PROGRAM MEMBER.

BY REGISTERING WITH ROUTEGET TECHNOLOGIES, PLC (“ROUTEGET TECHNOLOGIES”) AND/OR CLICKING ‘ACCEPT’, YOU CONSENT AND AGREE, ON BEHALF OF YOURSELF AND THE ORGANIZATION (AS “ROUTEGET PARTNER PROGRAM MEMBER”) YOU REPRESENT, TO BE BOUND BY THIS AGREEMENT.

ACCEPTANCE: By clicking the ‘accept’ options in the registration process or signing this agreement, Routeget Partner Program Member warrants that it has full corporate power and authority to enter into this agreement, that it has read and understands this agreement and has had sufficient opportunity to consult with counsel, prior to agreeing to the terms herein and submitting its registration.

Routeget Technologies’ acceptance of Routeget Partner Program Member’s application or any order shall be contingent on (i) Routeget Partner Program Member acceptance of the terms herein; and (ii) Routeget Technologies’ approval of Routeget Partner Program Member’s application.

1. DEFINITIONS
   • “Confidential Information” means: (i) any proprietary or non-public information of a party, including, without limitation, any information relating to a party’s current and planned products and services, technology, know-how, designs, finances, accounts, manufacturing, customer lists, business forecasts and marketing plans; (ii) any other information of a party that is disclosed in writing and is conspicuously designated as “Confidential” at the time of disclosure or that is disclosed orally, is identified as “Confidential” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days of any such disclosure; and (iii) the specific terms and pricing set forth in this Agreement.
   • “Distributor” means any entity licensed by Routeget Technologies to distribute Routeget Technologies Product(s) to Routeget Partner Program Member Program Member.
   • “Documentation” means operating manuals, user instructions, technical literature and other written materials ordinarily provided by Routeget Technologies with Routeget Technologies Products.
   • “End User(s)” means a party that acquires Routeget Technologies Products for such party’s own use and not for further distribution or resale.
   • “Intellectual Property Rights” means patent rights, copyrights, trade secrets, and any other intellectual property rights recognized in any country or jurisdiction in the world.
   • “Marks” means the Routeget Technologies trademarks, service marks, trade names and logos specified in Routeget Technologies Routeget Partner Program Portal.
   • “Routeget Technologies EULA” means Routeget Technologies’ form of end user software license agreement at Routeget Technologies Routeget Partner Program Portal, as may be modified from time to time by Routeget Technologies.
   • “Routeget Technologies Routeget Partner Program Portal” means the Routeget Technologies Routeget Partner Program website located at http://partner.routeget.com or https://routeget.com. The Routeget Technologies Routeget Partner Program Portal shall contain guidelines and any updates pertaining to the Routeget Technologies Routeget Partner Program.
   • “Routeget Technologies Products” means the means the Routeget Technologies software, hardware or services which Routeget Partner Program Member Program Member is licensed to market in accordance with the terms of this Agreement, and includes, if applicable, management of product on behalf of an End User.
   • “Territory” means the countries or other geographical locations communicated to Routeget Partner Program Member upon completion of the Routeget Partner Program Member registration process.

2. APPOINTMENT
   • Appointment. Subject to Routeget Partner Program Member’s compliance with the terms and conditions of this Agreement, Routeget Technologies hereby appoints Routeget Partner Program Member, and Routeget Partner Program Member accepts such appointment, as an independent non-exclusive reseller of the Routeget Technologies Products. The foregoing appointment authorizes Routeget Partner Program Member to purchase Routeget Technologies Products from a Distributor of Routeget Technologies for resale and distribution only to end users located in the Territory. This Agreement is non-exclusive and Routeget Technologies may therefore supply Products to third parties in the Territory. Routeget Partner Program Member will not market, promote or solicit orders for the Routeget Technologies’ Products outside of the Territory, provided, that the foregoing does not restrict Routeget Partner Program Member from advertising the Routeget Technologies Products in media that is distributed both within and outside of the Territory.
   • Routeget Partner Program Member acknowledges and agrees that all Routeget Technologies Products sold or provided to any End Users either are: (i) subject to the Routeget Technologies EULA; or (ii) subject to terms no less protective of Routeget Technologies’ interests than the Routeget Technologies EULA.
   • Distribution of Software. Routeget Technologies licenses and does not sell any software. Use of terms such as “purchase, “sell” and “resell” when used in reference to the Routeget Technologies Products means the “purchase, “sale” or “resale” of a license to use any software that comprises or is included in a Routeget Technologies Product (“Software”). Subject to Routeget Partner Program Member’s compliance with the terms and conditions of this Agreement, Routeget Technologies hereby grants to Routeget Partner Program Member a non-exclusive, non- transferable license to resell and distribute the Software, only to end users located in the Territory, and only for use by such end users in conjunction with the Routeget Technologies Products with which the Software is delivered. All Software will be licensed to End Users pursuant to the Routeget Technologies EULA. Routeget Partner Program Member will notify Routeget Technologies promptly of any breach of the Routeget Technologies EULA and will assist Routeget Technologies to enforce the term and conditions thereof.
   • Restrictions on Software. Routeget Partner Program Member acknowledges that the Software contains trade secrets of Routeget Technologies, and, in order to protect such trade secrets and other interests that Routeget Technologies may have in the Software, Routeget Partner Program Member agrees not to disassemble, decompile or reverse engineer the Software or permit any third party to do so, except, and solely to the extent, if any, that applicable local law requires that such activities be permitted. Except as expressly permitted under this Agreement, Routeget Partner Program Member will not: (i) copy or modify the Software; (ii) use, sublicense, distribute or otherwise transfer the Software; or (ii) provide or make the functionality of the Software available to third parties by means of hosting, application services provider, service bureau, or any other type of services. Routeget Technologies reserves all right, title and interest in and to the Software not expressly granted by Routeget Technologies under this Agreement.
   • Trademark License. Subject to Routeget Partner Program Member’s compliance with the terms and conditions of this Agreement, Routeget Technologies grants to Routeget Partner Program Member a non-exclusive and non-transferable license to use the Marks, during the term of this Agreement, solely in connection with the marketing, promotion, sale and distribution of the Routeget Technologies Products, except that Routeget Partner Program Member shall not register any domain name containing the Mark. Any such use of a Mark by Routeget Partner Program Member must correctly attribute ownership thereof to Routeget Technologies and must be in accordance with applicable law and Routeget Technologies’ then-current trademark usage guidelines. Upon Routeget Technologies’ request, Routeget Partner Program Member will submit to Routeget Technologies for approval any advertising, marketing or promotional materials in which Routeget Partner Program Member plan to use a Mark. Routeget Technologies’ approval shall not be unreasonably withheld or delayed. Routeget Partner Program Member will not remove or obscure any Marks on or in the Routeget Technologies Products as delivered to Routeget Partner Program Member, and will not attach any additional trademarks, logos or trade designations on or to the Routeget Technologies Products. Routeget Partner Program Member acknowledges and agrees that Routeget Technologies owns the Marks and that any and all goodwill that is created by or that result from Routeget Partner Program Member’s use of a Mark hereunder inures solely to the benefit of Routeget Technologies. Routeget Partner Program Member will at no time contest or aid in contesting the validity or ownership of any Mark or take any action in derogation of Routeget Technologies’ rights therein, including, without limitation, applying to register any trademark, trade name or other designation that is confusingly similar to any Mark.

3. ROUTEGET PARTNER PROGRAM MEMBER OBLIGATIONS
   • Qualifications. In addition to the rights and responsibilities set forth in this Agreement, Routeget Partner Program Member agrees to comply with the policies and criteria (corresponding to its assigned Routeget Partner Program Member level) established by Routeget Technologies for the Routeget Partner Program Member Program, as set forth at Routeget Partner Program Portal. Routeget Technologies may change such policies and criteria from time to time as it sees fit. It shall be the sole responsibility of Routeget Partner Program Member to check the Routeget Partner Program Portal for updates.
   • Marketing and Promotion. Routeget Partner Program Member will aggressively market and promote the Routeget Technologies Products to Resellers in the Territory in accordance with the terms of this Agreement. From time to time, Routeget Technologies will provide Routeget Partner Program Member, at no cost, with electronic files of marketing collateral to enable Routeget Partner Program Member to market and promote the Routeget Technologies Products. Routeget Partner Program Member may not modify any such marketing collateral without Routeget Technologies’ prior written consent.
   • Business Conduct. Routeget Partner Program Member will: (i) avoid deceptive, misleading or unethical practices; (ii) conduct business in a manner that reflects favorably on the Routeget Technologies Products and the good name, goodwill and reputation of Routeget Technologies; and (iii) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Routeget Technologies Products that are inconsistent with the literature distributed by Routeget Technologies.
   • Packaging. Routeget Partner Program Member will distribute the Routeget Technologies’ (Brand name “Sibyl Software” or “RGET”) Products unmodified and with all packaging and license agreements, limited warranty statements and proprietary rights statements intact as received from Routeget Technologies.

4. RECORDS
   • Records. During the term of this Agreement and for a period of three (3) years after any termination or expiration thereof, Routeget Partner Program Member will maintain complete and accurate books, records and accounts relating to the distribution of the Routeget Technologies Products and will permit Routeget Technologies’ authorized representatives to examine them on reasonable prior notice.

5. EXPORT COMPLIANCE

Export Compliance and Foreign Reshipment Liability. Each Party shall comply with all applicable laws and regulations in connection with its performance under the Agreement. Without limiting the generality of the foregoing, each Party agrees to comply with all export regulations (“Export Control”). Regardless of any disclosure made by Routeget Partner Program Member to Routeget Technologies of an ultimate destination of the Routeget Technologies Products or Documentation (or portions thereof) supplied by Routeget Technologies (“Routeget Technologies Technology”) and, notwithstanding anything contained in the Agreement to the contrary, Routeget Partner Program Member will not:

• modify, export, or re-export, either directly or indirectly, any Routeget Technologies Technology to any destination restricted or prohibited by Export Control, without first obtaining any and all necessary licenses from the government of the India or any other country that imposes Export Control;
• provide Routeget Technologies Technology to any prohibited party on the India’s Office of Foreign Asset Control list of “specially designated nationals and blocked persons”, the India’s Commerce Department’s “denied parties list” or such other applicable lists; or
• export or re-export Routeget Technologies’ technology/application/program/software/information, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by Export Control.

Routeget Technologies shall have the right to suspend performance of any of its obligations under the Agreement, without prior notice and without any liability to Routeget Partner Program Member if either fails to comply with this provision.

6. PAYMENTS; TAXES
   • Where Routeget Partner Program Member orders directly from Routeget Technologies, all amounts due by Routeget Partner Program Member to Routeget Technologies are payable and due in accordance with the applicable Routeget Partner Program Member exhibit.
   • Where Routeget Partner Program Member orders from a Distributor, Routeget Partner Program Member shall negotiate the applicable price and shipment terms with the Distributor and Routeget Partner Program Member acknowledges that any pricing information provided by Routeget Technologies is a non-binding price recommendation. Routeget Partner Program Member shall, at its sole discretion and risk, negotiate the applicable price with End Users.
   • Taxes. Routeget Partner Program Member shall bear and be responsible for the payment of all taxes, fees, or duties, (excluding taxes based on Routeget Technologies’ income) in the Territory, however designated, associated with the purchase or license of any Routeget Technologies Products or Documentation based upon this agreement.

7. CONFIDENTIALITY
   • Protection of Confidential Information. Each party shall protect the other’s Confidential Information from unauthorized dissemination and use the same degree of care that such party uses to protect its own like information. Each party will not use the other party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Confidential Information shall not include information that the receiving party can show i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) was rightfully in the receiving party’s possession at the time of disclosure, without an obligation of confidentiality; iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
   • Permitted Disclosure. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; or (iv) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party. The foregoing obligations of each party shall continue for the period terminating three (3) years from the date on which the Confidential Information is last disclosed.
   • Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or in the event that Routeget Technologies reasonably determines that Routeget Partner Program Member no longer requires access to the Confidential Information in order to perform its obligations, Routeget Partner Program Member shall return to Routeget Technologies, or shall destroy, as Routeget Technologies shall specify, all copies of all the Confidential Information in Routeget Partner Program Member’s possession. Within five (5) calendar days thereafter, Routeget Partner Program Member shall provide Routeget Technologies with a certificate, executed by an officer of Routeget Partner Program Member, confirming that all copies of all such Confidential Information have been returned to Routeget Technologies or destroyed, as the case may be.

8. DATA SECURITY AND USE OF PERSONAL INFORMATION

Personally identifiable information or data concerning or relating to individuals which is collected or received in the performance of Routeget Partner Program Member’s obligations under this Agreement, including but not limited to credit card or other financial account information, emails, email addresses, pass codes, addresses, social security numbers, driver’s license numbers, or other personal information regulated by Privacy and Data Security Regulations (“Personal Information”) shall be treated as Confidential Information hereunder. Routeget Partner Program Member shall collect and process Personal Information in accordance with applicable law. Routeget Partner Program Member represents that Routeget Partner Program Member’s data protection policies and practices are, and will be maintained, at a minimum in accordance with standard industry practices applicable to data protection, information security, and privacy. Routeget Partner Program Member shall provide immediate written notice of any unauthorized access, use or disclosure of Personal Information or any security breach that could affect Routeget Technologies or End Users or could impact the activities to be performed under this Agreement. In such event, Routeget Partner Program Member shall immediately take remedial action as required by applicable data protection legislation and as requested by Routeget Technologies. Routeget Partner Program Member warrants that it has obtained all necessary consents to provide End User Personal Information to Routeget Technologies for the purpose of performing this Agreement. Routeget Partner Program Member shall upon reasonable request provide appropriate evidence of Routeget Partner Program Member’s compliance with this Section 8.

9. WARRANTIES

ROUTEGET TECHNOLOGIES MAKES NO WARRANTIES OR REPRESENTATIONS TO ROUTEGET PARTNER PROGRAM MEMBER OR TO ANY OTHER PARTY REGARDING THE ROUTEGET TECHNOLOGIES PRODUCTS OR ANY SERVICES PROVIDED BY ROUTEGET TECHNOLOGIES, EXCEPT AS SET FORTH IN ROUTEGET TECHNOLOGIES’ LIMITED WARRANTY THAT ACCOMPANIES THE ROUTEGET TECHNOLOGIES PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROUTEGET TECHNOLOGIES DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ROUTEGET PARTNER PROGRAM MEMBER WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS IN ROUTEGET TECHNOLOGIES’ NAME OR ON ROUTEGET TECHNOLOGIES’ BEHALF.

10. INDEMNIFICATION
    • Routeget Technologies Indemnity. Routeget Technologies will defend or settle any action brought against Routeget Partner Program Member to the extent that it is based upon a third-party claim that the Routeget Technologies Products, as provided by Routeget Technologies to Routeget Partner Program Member under this Agreement, infringes any Indian patent or any copyright or misappropriates any trade secret, and will pay any costs and damages made in settlement or awarded against Routeget Partner Program Member in final judgment resulting from any such claim, provided that Routeget Partner Program Member: (i) gives Routeget Technologies prompt notice of any such claim; (ii) gives Routeget Technologies sole control of the defense and settlement of such claim; and (iii) gives Routeget Technologies, at Routeget Technologies’ expense, all information and assistance reasonably required for the defense and settlement of such claim. Routeget Technologies will not be bound by any settlement or compromise that Routeget Partner Program Member enters into without Routeget Technologies’ express prior consent.
    • Injunctions. If Routeget Partner Program Member’s right to distribute the Routeget Technologies Product under the terms of this Agreement is, or in Routeget Technologies’ opinion is likely to be, enjoined due to the type of claim specified in Section 10.1, then Routeget Technologies may, at its sole option and expense: (i) procure for Routeget Partner Program Member the right to continue to distribute such Routeget Technologies Products under the terms of this Agreement; (ii) replace or modify such Routeget Technologies Products so that they are non­infringing; or (iii) if options (i) and (ii) above cannot be accomplished despite Routeget Technologies’ reasonable efforts, then Routeget Technologies may terminate Routeget Partner Program Member’s rights and Routeget Technologies’ obligations hereunder with respect to such Routeget Technologies Products.
    • Indemnity Exclusions. Routeget Technologies will have no obligation under Sections 10.1 or 10.2 for any claim of infringement or misappropriation to the extent that it results from: (i) the combination, operation or use of a Routeget Technologies Product with or in equipment, products, or processes not provided by Routeget Technologies; (ii) modifications to a Routeget Technologies Product not made by or for Routeget Technologies; (iii) Routeget Partner Program Member’s failure to use an updated or modified Routeget Technologies Product provided by Routeget Technologies; or (iv) Routeget Partner Program Member’s use or distribution of a Routeget Technologies Product other than in accordance with this Agreement.
    • Limitation. THE FOREGOING PROVISIONS OF THIS SECTION 10 SET FORTH ROUTEGET TECHNOLOGIES’ SOLE AND EXCLUSIVE LIABILITY AND ROUTEGET PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
    • Routeget Partner Program Member Indemnity. Routeget Partner Program Member will defend, indemnify and hold Routeget Technologies harmless from and against all liabilities, damages, costs, fees and expenses, including reasonable attorney’s fees arising out of or resulting from any third-party claim based on or otherwise attributable to: (i) Routeget Partner Program Member’s gross negligence or intentional misconduct; (ii) any misrepresentations made by Routeget Partner Program Member with respect to Routeget Technologies or the Routeget Technologies Products; (iii) a breach of Section 2.5 (Trademarks) or Section 3.3 (Business Conduct); or (iv) any of the conditions specified in Section 10.3.

11. LIMITATION OF LIABILITY
    • Exclusion of Certain Damages. IN NO EVENT WILL ROUTEGET TECHNOLOGIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS, GOODWILL OR OTHER ECONOMIC LOSS), OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY ROUTEGET TECHNOLOGIES PRODUCTS OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT ROUTEGET TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    • Total Liability. ROUTEGET TECHNOLOGIES’ TOTAL LIABILITY TO ROUTEGET PARTNER PROGRAM MEMBER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED AMOUNTS PAID TO ROUTEGET TECHNOLOGIES DURING THE TWELVE (12) MONTH PERIOD LEADING UP TO THE CLAIM, UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000.00 USD).

12. TERM AND TERMINATION
    • Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in effect for a term of one (1) year thereafter. At the end of such one (1) year term (“Expiration Date”), this Agreement will automatically renew unless either party notifies the other party, in writing, of its intent to not renew this Agreement, at least thirty (30) days prior to Expiration Date.
    • Termination For Cause. Either party may terminate this Agreement, at any time, if the other party breaches any material term of this Agreement and fails to cure that breach within thirty (30) days after notice thereof from the non-breaching party. Routeget Technologies may also terminate this Agreement, at any time, if: (i) Routeget Partner Program Member breaches any of its payment obligations under this Agreement and fails to cure that breach within ten (10) days after notice thereof from Routeget Technologies; (ii) Routeget Partner Program Member becomes the subject of a voluntary or involuntary petition in bankruptcy or proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) Routeget Partner Program Member is merged or consolidated, sells all or substantially all of its assets, or is subject to any substantial change in management or control.
    • Termination for Convenience. This Agreement may be terminated by either party at will, for any reason or for no reason, upon no less than thirty (30) calendar days’ prior written notice to the other party hereto. The parties acknowledge and agree that, due the complex nature of their commercial relationship and each party’s need to manage its supplier and/or Routeget Partner Program Member relationships, this Section 12.3 is a material inducement for each party to enter into this Agreement, and this provision shall be enforceable by the other party in all circumstances.
    • Effect of Termination. Upon the termination or expiration of this Agreement: (i) Routeget Technologies may, at its option, repurchase any or all the Routeget Technologies Products then in Routeget Partner Program Member’s possession at prices not greater than the prices paid by Routeget Partner Program Member for the Routeget Technologies Products; (ii) where applicable, the due dates of all outstanding invoices to Routeget Partner Program Member for the Routeget Technologies Products will automatically be accelerated so they become due and payable on the date of termination or expiration, even if longer terms had been provided previously; iii) all purchase orders or portions thereof remaining undelivered on the date of termination or expiration will automatically be canceled; (iv) each party will promptly return to the other party all Confidential Information of the other party in its possession or control, and will provide the other party with a certification, signed by one of its officers, certifying the return of all such Confidential Information; (v) Routeget Partner Program Member will cease using the Marks; and vi) Routeget Partner Program Member will return to Routeget Technologies any copies of Routeget Technologies marketing collateral in Routeget Partner Program Member’s possession or control.
    • No Damages Upon Termination; No Dealer Protection. ROUTEGET PARTNER PROGRAM MEMBER EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO RECEIVE ANY COMPENSATION, INDEMNITY, TERMINATION FEE OR DAMAGES UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAWS OF THE TERRITORY OR OTHERWISE, INCLUDING ANY DEALER OR PARTNER PROTECTION LAWS IN ANY APPLICABLE JURISDICTION UNDER ANY THEORY, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
    • Survival. The rights and obligations of the parties under Section 4 (Records and Reports), Section 6 (Payments), Section 7 (Confidentiality), Section 9 (Warranties), Section 10 (Indemnification), Section 12.4 (Effect of Termination), Section 12.5 (No Damages upon Termination), Section 12.6 (Survival), Section 13 (Dispute Resolution) and Section 14 (General) will survive the termination or expiration of this Agreement.

13. DISPUTE RESOLUTION
    • Informal Dispute Resolution. Except as specified in Section 13.2, the parties will attempt to resolve all disputes, claims, or controversies arising under or related to this Agreement or its subject matter or any right or obligation created by this Agreement (“Dispute”) through good faith negotiations conducted by the representatives of the parties. The party asserting the Dispute will give prompt notice to the other party describing the Dispute in reasonable detail.
    • Arbitration. If the parties are unable to resolve a Dispute through good faith negotiations conducted in accordance with the provisions of Section 13.1 above, then, the Dispute will be settled by final and binding arbitration in Chennai, India in accordance with (i) the then-current Commercial Arbitration Rules of the Indian Arbitration Council (the (“Rules”) and (ii) the terms of this Agreement. The terms of this Agreement will control in the event of any inconsistency between such terms and the Rules. The arbitration will be conducted by a single arbitrator reasonably familiar with the technology and business covered by this Agreement selected by mutual agreement of the parties. If the parties fail to select the arbitrator within thirty (30) days following the date of either party’s notice of arbitration, then the Indian Arbitration Council will appoint the arbitrator in accordance with the Rules. The arbitration proceeding and all pleadings and written evidence will be in the English language. The award of the arbitrator will be in writing setting forth findings of fact and conclusions of law. Judgment on the arbitrator’s award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. The arbitrator’s fees will be shared equally by the parties and each party will bear its own costs and attorneys’ fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties.

14. GENERAL
    • Assignment. Neither Party may assign or transfer the Agreement or any obligation hereunder without the prior written approval of the other Party, except that, Routeget Technologies may assign or transfer this Agreement or any obligation hereunder to (i) a subsidiary or affiliate, or (ii) an entity acquiring all or substantially all of the assets of Routeget Technologies, whether by acquisition of assets or shares, or by merger or consolidation. Any assignment in violation of this Section shall be void. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
    • Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Tamilnadu, India, excluding its conflict of laws principles. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Except as specified in Section 13, any legal action or proceeding arising under this Agreement will be brought exclusively in the republic or state courts located in the Tamilnadu, India and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
    • Compliance with Law. Routeget Partner Program Member will have and maintain all permits and licenses required by any governmental unit or agency and will comply with all applicable laws and regulations in performing this Agreement. If this Agreement or any transaction or act contemplated herein is legally required to be approved, registered, notified or recorded with or by any government agency in the Territory, Routeget Partner Program Member will assume all such obligations and will indemnify and hold harmless Routeget Technologies from any liability or expenses including reasonable attorneys’ fees and costs) from any failure by Routeget Partner Program Member to so comply.
    • Compliance with Foreign Corrupt Practices Act. It is the intent of the parties that all payments or transfers of value by Routeget Technologies or Routeget Partner Program Member made in connection with this Agreement comply with the anti-corruption or anti-bribery laws, statutes and regulations of any country, including, but not limited to, the Indian Arbitration Act of 1940, as amended (the “IAA”), and that neither Routeget Technologies nor Routeget Partner Program Member engage in any bribery, extortion, kickbacks, or other unlawful or improper means of conducting business. Routeget Partner Program Member represents, warrants and covenants that it and its Affiliates and their respective owners, members, Routeget Partner Program Members, officers, directors, employees, agents and representatives have not violated, and will strictly comply with, the anticorruption or anti-bribery laws, statutes and regulations of any country including, but not limited to, the IAA, which makes it unlawful to offer, pay, promise to pay, or authorize the payment of any money, or to offer, give, promise to give, or authorize the giving of anything of value, directly or indirectly, to a Covered Recipient (defined herein) for a Prohibited Purpose (defined herein). For purposes hereof, “Covered Recipient” means a foreign official, foreign political party including any official thereof) or candidate for foreign political office; and “Prohibited Purpose” means assisting a party to obtain or retain business for or with, or to direct business to, any person, by: (i) influencing any act or decision of a Covered Recipient in such Covered Recipient’s official capacity; (ii) inducing a Covered Recipient to do or omit to do any act in violation of such Covered Recipient’s lawful duty; (iii) securing any improper advantage; or iv) inducing a Covered Recipient to use such Covered Recipient’s influence with a foreign government or instrumentality thereof) to affect or influence any act or decision of such government (or instrumentality thereof).
    • Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
    • English Language. The original of this Agreement has been written in English, and that version will govern. Routeget Partner Program Member waives any rights it may have under any applicable law to have this Agreement written in any other language. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party.
    • Notices. All notices, approvals, consents and other communications required or permitted under this Agreement will be in the English language, in writing, will reference this Agreement, and will be deemed given: (a) if by Routeget Partner Program Member, in hard copy, five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid, to the attention of Routeget Technologies’ General Counsel, at Plot 11, Balamurugan Garden First Main Road, Thoraipakkam, Chennai – 600097, India, or to such other address as provided in writing by an authorized representative of Routeget Technologies, (ii) by Routeget Technologies to the mailing address listed on Routeget Partner Program Member’s company website, or (iii) by Routeget Technologies if placed on its Routeget Partner Portal. Notices by Routeget Technologies shall be deemed received one (1) business day after being sent by electronic mail.
    • Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
    • Relationship of the Parties. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. Neither party will have the power to bind the other party or to incur any obligations on its behalf, without the other party’s prior consent.
    • Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
    • Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
    • Equitable Relief. Routeget Partner Program Member acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or Confidential Information of Routeget Technologies will cause Routeget Technologies irreparable injury and significant injury for which there are inadequate remedies at law. Accordingly, notwithstanding the provisions of Section 13, Routeget Technologies will be entitled to obtain immediate equitable relief to enjoin any such breach, in addition to all other rights and remedies that it may have under this Agreement, at law or otherwise.
    • Click-through Version Governs. The click-through version of this Agreement, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to its subject matter.
    • Updates on Routeget Technologies Web Site. Notwithstanding anything to the contrary, this Agreement, along with other Routeget Partner Program materials on the Routeget Technologies Routeget Partner Program Portal, may be updated by Routeget Technologies from time to time in its discretion, and Routeget Partner Program Member shall be bound by such updates. Routeget Technologies reserves the right to modify this Agreement in its sole discretion and Routeget Partner Program Member shall be solely responsible to monitor the Routeget Partner Program Portal for updates and changes. Orders for the purchase of Routeget Technologies Products placed by Routeget Partner Program Member subsequent to any modifications shall constitute acceptance of the updated or modified Agreement. For clarity, notwithstanding anything to the contrary, in no event shall any sales representative or other sales employee of Routeget Technologies be authorized to bind Routeget Technologies, and any purported agreement by any such representative or employee, or any Routeget Technologies representative not in fact authorized to bind Routeget Technologies, shall be null and void and shall not be binding on Routeget Technologies.
    • Representation of Authority and Voluntary Nature of Agreement. By submitting this Agreement and thereby agreeing to its terms, the submitting individual represents that he or she is authorized to bind Routeget Partner Program Member in full to the terms in this Agreement. Routeget Partner Program Member acknowledges and agrees that it has carefully read this Agreement and fully understands and agrees to its contents, including but not limited to the warranty disclaimer in Section 9, limitations on Routeget Technologies’ liability in Section 11, the termination provisions in Section 12, and the consent to arbitrate and waiver of its right to a jury trial in Section 13. Each party represents that it has entered into this Agreement without undue influence or unequal bargaining power, that each party is sophisticated and accepts responsibility for entering this Agreement, and that each party is sophisticated in commercial matters and has had the opportunity to seek the advice of counsel prior to entering into this Agreement.

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