Terms and Conditions

Effective Date: Jan-26-2018

Xpanso Technologies Pvt. Ltd., including Xpanso Technologies Pvt. Ltd.'s subsidiaries, affiliates,

divisions, (collectively "Xpanso", "CloudOptimo", "We", "Us" or "Our") welcomes you to

www.cloudoptimo.com (the "Website"). These terms and conditions of service (collectively, with

CloudOptimo's Privacy Policy, located at www.cloudoptimo.com/legal/privacyand the "Terms of

Service/Agreement") govern your access of the Website , or accessor use of the Website and the

services, features, content or applications operated by CloudOptimo (together with the Website, the

"Services"), and provided to the Subscriber (the "Subscriber", "User", "Sub-user", "You" or "Your").

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000

AND RULES THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO

ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY

ACT, 2000. THIS DOCUMENT IS PUBLISHED UNDER PROVISIONS OF RULE 3 (1) OF THE INFORMATION

TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 THAT REQUIRE PUBLISHING THE RULES

AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF THE SERVICES

OF THE WEBSITE.

Please read these Terms of Service carefully before ordering and using the Services provisioned by Us.

These Terms of Service apply to all users/Subscribers of the Services. By using the Services of our

Website, You agree to be bound by the terms and conditions of this Terms of Service. If You don’t

agree to abide by the terms and conditions of this Term of Service, You are not authorised to use or

access the Services provisioned through the Website.

If You are using the Services on behalf of an entity, organization, or company, You represent and

warrant that You have the authority to bind such organization to these Terms of Service and You agree

to be bound by these Terms of Service on behalf of such organization. Agreeing to use the Services by

clicking "Sign up" or "Sign up for Beta Access" constitutes Your acceptance and agreement to be bound

by these Terms of Service, and all other operating rules, policies and procedures that may be published

from time to time on the Website by Us, each of which is incorporated by reference and each of which

may be modified from time to time without notice to You. You acknowledge receipt of our Privacy

Policy. If You ordered the Services on the Website, use the Website, or otherwise engage in any

electronic transaction with respect to the Services, then You agree to receive any updates to our

Privacy Policy by accessing the Website. By using our Website or purchasing our products or Services,

You agree that We may use and share Your personal information in accordance with the terms of our

Privacy Policy.

These Terms of Service provide that all disputes between You and CloudOptimo will be resolved by

BINDING ARBITRATION. Please review Section 15 below for the details regarding Your agreement to

arbitrate any disputes with CloudOptimo. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-

WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Terms of

Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the

remaining provisions shall remain in full force and effect.

CloudOptimo reserves the right, at any time and from time to time, to amend or to modify these Terms

of Service without prior notice to You, provided that if any such alterations constitute a material

change to these Terms of Service, CloudOptimo will notify You by posting an announcement on the

Website. Amendments and modifications shall take effect immediately when posted on the Website.

By continuing to access or use the Services after any such amendments or modifications, You agree to

be bound by such amended or modified Terms of Service. For this reason, We encourage You to review

the Terms of Service whenever You use the Services. If You do not agree to any change to these Terms

of Services, then You must immediately stop using the Services.

SOME JURISDICTIONS HAVE CONSUMER PROTECTION AND OTHER LEGISLATION WHICH MAY APPLY

TO THE SERVICES AND WHICH DO NOT ALLOW CERTAIN PROVISIONS SUCH AS LIMITATIONS OF

LIABILITY AND EXCLUSION OF CERTAIN WARRANTIES, AMONG OTHERS. TO THE EXTENT THAT A

LIMITATION, EXCLUSION, RESTRICTION OR OTHER PROVISION SET OUT BELOW IS SPECIFICALLY

PROHIBITED BY APPLICABLE LAW, SUCH LIMITATION, EXCLUSION, RESTRICTION OR PROVISION MAY

NOT APPLY TO YOU.

1. Eligibility & Registration

1.1 Access/ Use of the Website or it Services is available only for the persons who are competent to

enter into a contract in terms of Indian Contract Act, 1872. You hereby represent and warrant to

the Company that You are over eighteen (18) years of age and are competent of entering,

performing and adhering to these Terms of Service and that You agree to be bound by the

following terms and conditions. If You are an individual under the age of eighteen (18) You may

utilize the Service of the Website or surf the Website, only with the involvement & guidance of

Your parents and / or legal guardians, and such parents and/or legal guardians shall be the eligible

person to register with the Website for availing the Services for Your benefit.

We may, in our sole discretion, refuse to offer the Services to any person or entity and change its

eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service

are in compliance with all laws, rules and regulations applicable to You and the right to access the

Services is revoked where these Terms of Service or use of the Services is prohibited or to the

extent offering, sale or provision of the Services conflicts with any applicable law, rule or

regulation. Further, the Services are offered only for Your use in accordance with this Terms of

Service, and not for the use or benefit of any third party.

1.2 To sign up for the Services, You must register for an account on the Website (an "Account"). You

must provide accurate, current, and complete information for registration and opening the

Account, and it shall be Your responsibility to keep Your information updated for the Account. You

shall not: (i) select or use as a username a name of another person with the intent to impersonate

that person; (ii) use as a username a name subject to any rights of a person other than You without

appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar

or obscene, (ii) use or select a password of any other person. If there is ever an abuse issue or We

shall have the right to contact You, We will use the primary email address or contact number We

have in Our record as per the information in Account. You are solely responsible for the activity

that occurs on Your Account, regardless of whether the activities are undertaken by You, Your

employees, officers, personnel and/or authorised person or a third party (including Your

contractors or agents), and for keeping Your Account password secure. You may never use another

person's user account or registration information for the Services without permission. You must

notify Us immediately of any change in Your eligibility to use the Services (including any changes

to or revocation of any licenses from state, provincial, territorial or other authorities), breach of

security or unauthorized use of Your Account. You shall not publish, distribute or post login

information for Your Account. You shall have the ability to delete Your Account, either directly or

through a request made to one of Our employees or affiliates; however, we shall have the right

to retain Your credentials for the purpose of compliance of applicable law. You agree not to share

Your login credentials and password with third parties except in accordance with the applicable

laws. You agree to notify CloudOptimo promptly of any unauthorized use of Your account and of

any loss, theft or compromise of Your password. Failure to comply with these requirements shall

constitute a breach of these Terms of Service and shall constitute grounds for immediate

termination of Your account and Your right to use the Website. CloudOptimo WILL NOT BE LIABLE

FOR ANY LOSS OR DAMAGE AS A RESULT OF YOUR FAILURE TO PROVIDE US WITH ACCURATE

INFORMATION OR TO KEEP YOUR ACCOUNT SECURE.

2. Content

2.1 For purposes of these Terms of Service, the term "Content" includes, without limitation,

information, data, text, written posts and comments, software, scripts, design, graphics, images,

video, audio, any electronic files, sketches, specifications, instructions, abstracts, summaries,

database, tools, icons, layout, instructions, manual, arrangement or selection of the foregoing,

updates, upgrades or enhancement, and interactive features generated, provided, or otherwise

made accessible on or through the Services and/or Website (“Our Content” or “Company’s

Content”). All right, title, interest and Intellectual Property Rights in Our Content are the sole and

absolute property of the Company and/or its licensors and/or other respective owners and are

protected, without limitation, pursuant to the Intellectual Property Rights laws of India. We retain

full, complete and absolute rights, title in the Website and all Intellectual Property Rights therein.

For the purpose of this Terms of Service, “Intellectual Property Rights” shall mean all patents,

trademarks, service marks, copyrights, data base right, trade names, brand names, trade secrets,

design rights and similar proprietary rights of the Company whether registered or unregistered

and all renewals and extensions.

2.2 Subject to the applicable laws of India, You may add, create , upload, submit, distribute

transmit or post, during use or access of the Services, any text, graphics, design, information, data,

files, scripts, codes, photos, audios, videos(collectively "User Content"). You or Your authorised

representative shall be solely responsible for the User Content, and any transactions or other

activities conducted on or through the Services. You represent that all User Content provided by

You or Your authorised representative is accurate, complete, up-to-date, and in compliance with

all applicable laws, rules and regulations, including without limitation the Copyright Act, 1957 and

Trade Marks Act, 1999. You acknowledge that all User Content provided or accessed by You using

the Services is at Your own risk and You will be solely responsible for any damage or loss to You

or any other party resulting therefrom.

2.3 You expressly confirm and undertake not to, directly or indirectly, copy, reproduce, modify,

edit, re-edit, amend, alter, vary, enhance, improve, upgrade, create derivative works, translate,

adapt, abridge, delete, display, perform, publish, distribute, circulate, communicate to the public,

disseminate, broadcast, transmit, sell, rent, lease, lend, assign, license, sub-license, disassemble,

decompile, reverse engineer, market, promote, circulate, exploit, digitally alter or manipulate the

Website or Our Services (including any and all Our Content therein) (in whole or in part) in any

manner, medium or mode now know or hereinafter developed. Further, You are granted a

limited, non-exclusive right to create a hypertext link to the Website found at

https://www.cloudoptimo.com/ provided such link does not portray CloudOptimo and/or its

affiliates or any of their respective products and services in a false, misleading, derogatory or

otherwise defamatory manner, or Our Content solely for purposes of using the Services. This

limited right may be revoked at any time. You may not use, frame or utilize framing techniques to

enclose any Intellectual Property Rights of CloudOptimo especially trademark, logo or other

proprietary information, including the images found at the Website, the content of any text or the

layout/design of any page or form contained on a page without CloudOptimo's prior express

written consent. Except as noted above, You are not conveyed any right or license by implication,

estoppel, or otherwise in or under any Intellectual Property Rights of CloudOptimo in Our Content

or any third party for reproduction, modification, distribution or storage for the purpose other

than using of the Services. You . You shall abide by and maintain all copyright notices, information,

and restrictions contained in any Content accessed through the Services.

2.4 You hereby grant Us a non-exclusive, non-transferable, royalty free, worldwide and perpetual

license to use Your logos, trademark or User Content in Our advertising, literature and Website

solely in connection with the marketing and advertisement of Our Services and testimonial written

by You for Our Services. .

2.5 By submitting any User Content to the Website, excluding privately transmitted User Content,

you hereby do and shall grant Us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free,

fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare

derivative works of, display, perform, and otherwise fully exploit such User Content in connection

with the Website, the Services and Our (and Our successors' and assigns') businesses, including

without limitation for promoting and redistributing part or all of the Website or the Services (and

derivative works thereof) in any media formats and through any media channels (including,

without limitation, third party websites and feeds), and including after Your termination of Your

Account or the Services. You also hereby do and shall grant each user of the Website and/or the

Services a non-exclusive, perpetual license to access any of Your User Content that is available to

such user on the Website, and to use, reproduce, distribute, prepare derivative works of, display

and perform such User Content, including after Your termination of Your Account or the Services.

By submitting any User Content to the Services other than on the Website, You hereby do and

shall grant Us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid,

sublicensable and transferable license to use, aggregate, reproduce, distribute, prepare derivative

works of, display, and perform such User Content solely for the purpose of providing the Services.

For clarity, the foregoing licenses granted to Us and Our users does not affect Your other

ownership or license rights in Your User Content, including the right to grant additional licenses

to Your User Content, unless otherwise agreed in writing. You represent and warrant that You

have all rights to grant such licenses to Us without infringement or violation of any third party

rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks,

contract rights, or any other intellectual property or proprietary rights.

2.6 To the extent required and applied, Some Company’s Content will be marked on the Service

as "Creative Commons Content". Creative Commons Content will be identified with a Creative

Commons icon. We hereby grant each user of the Services a license to Creative Commons Content

under the Creative Commons CC BY-NC-SA 4.0 US license, available at the "Creative Commons

License. You agree to abide by the terms of the Creative Commons License when using Creative

Commons Content.

3. Acceptable Use Policy; Rules of Conduct

3.1 As a condition of using or accessing Our Services , You promise not to use the Services for any

purpose that is prohibited by these Terms of Service. You are responsible for all of Your activity in

connection with the Services and the activity of any sub-user, Your authorised personnel ,

employees, officers, agent that uses Your access code or Account.

3.2 You shall not use the Services to publish content or engage in activity that is harmful to others

or illegal under applicable law; without limiting the generality of foregoing You agree that You

shall not transmit, upload, distribute, post, store, link, or otherwise traffic in such User Content,

information, software, or materials on or through the Service that:(i) disclosing private sensitive

personal information about others in violation of the applicable law; (ii) is harmful, threatening,

abusive, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous,

invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or

encouraging money laundering or gambling, or otherwise unlawful or is otherwise inappropriate

in any manner whatever as determined by Us in Our sole discretion; (iii) harm minors in any way;

(iv)that is false, misleading, untruthful or inaccurate, including false advertising, propagating or

profiting from frauds and unfair schemes; (v) constitutes unauthorized or unsolicited advertising,

(vi) infringes any patent, trademark, copyright or other proprietary rights; (vi) violates any law for

the time being in force; (vii) deceives or misleads the addressee about the origin of such messages

or communicates any information which is grossly offensive or menacing in nature;

(viii)impersonate another person; (ix) contains software viruses or any other computer code, files

or programs designed to interrupt, destroy or limit the functionality of any computer resource; (x)

is wire fraud, money laundering, or terrorist activities; (xi) threatens the unity, integrity, defence,

security or sovereignty of India, friendly relations with foreign states, or public order or causes

incitement to the commission of any cognisable offence or prevents investigation of any offence

or is insulting any other nation; (xii) misuse Our or Our third party services provider’s system

resources, such as, by employing programs that consume excessive network capacity, CPU cycles,

or disk IO

3.3 You shall not: (i) take any action that imposes or may impose (as determined by Us in Our sole

discretion) an unreasonable or disproportionately large load on Our (or our third party providers')

infrastructure, including any network or software infrastructure; (ii) interfere or attempt to

interfere with the proper working of the Services or any activities conducted on the Services; (iii)

bypass, circumvent or attempt to bypass or circumvent any measures We may use to prevent or

restrict access to the Services (or other accounts, computer systems or networks connected to the

Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or

automated software, devices, or other processes to "crawl" or "spider" any page of the Website;

(vi) harvest or scrape any Content from the Services; (vii) use the Services for high risk activities

including but not limited to the operation of nuclear facilities, air traffic control, life support

systems, or any other use where the failure of service could lead to death, personal injury, or

environmental damage; or (viii) otherwise take any action in violation of Our guidelines and

policies.

3.4 You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or

otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the

Services (including without limitation any application), except to the limited extent applicable laws

specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of

any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights

that You receive hereunder. You shall abide by all applicable local, state, national and international

laws and regulations.

3.5 We also reserve the right to access, read, preserve, and disclose any information as We

reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or

governmental request, (ii) enforce these Terms of Service, including investigation of potential

violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv)

respond to user support requests, or (v) protect the rights, property or safety of Us, Our users and

the public.

3.6 Subscribers are restricted from registering multiple Accounts with the same billing details

without first notifying CloudOptimo of that intent. Otherwise, CloudOptimo shall have the right

to automatically flag such Accounts as fraudulent or abusive, and CloudOptimo may, without

notification to the Subscriber of such Account, suspend the service of such Account or any other

Account used by such Subscriber. The use of referral codes by multiple Accounts having the same

billing profile is not allowed. CloudOptimo also reserves the right to terminate a Subscriber's

Account if it is targeted by malicious activity from other parties.

3.7 You shall not use the Services to obtain information about or make decisions about anyone

but Yourself. You are solely responsible for any reliance by You on the Services or other use You

make of the Services. Comments, suggestions or materials sent or transmitted to CloudOptimo

(collectively "Feedback"), shall be deemed to be non-confidential. Subject to the conditions

described in CloudOptimo's Privacy Policy, CloudOptimo shall have no obligation of any kind with

respect to such Feedback and shall be free to use and distribute the Feedback to others without

limitation, including, but not limited to developing and marketing products incorporating such

Feedback. CloudOptimo reserves the right to publish or use any responses, questions or

comments emailed to CloudOptimo for promotional or other purposes without any further

permission, notice or payment of any kind to the sender. All such submissions will be the property

of CloudOptimo.

3.8 The enumeration of violations in this Section 3 of these Terms of Service is not meant to be

exclusive, and CloudOptimo provides notice hereby that it has and will exercise its authority to

take whatever action is necessary to protect the Services, Subscribers, and third parties from acts

that would be inimical to the purposes of this Section 3 of these Terms of Service.

Lawful Use of the Network

3.9 You shall not use the Services and the Website to gain access into any network or system with

respect to prohibited activities, including without limitation: (i) distribution of child pornography,

(ii) forgery, identity theft, misdirection or interference with electronic communications; (iii)

invasion of privacy; (iv) unlawful sending of commercial electronic messages or other marketing

or electronic communications; (v) collection of excessive user data from person, or other improper

data collection activities; (vi) securities violations, including attacking other networks (i.e. Denial

of Service (DoS) attacks; (vii) Intercepting or monitoring data without permission; (viii) running a

file sharing site (if prohibited under the applicable laws or prohibited by any third party

vendor);(ix)using any deep-link, page-scrape, robot, crawl, index, spider, offline reader, click spam,

macro programs, internet agent, or other automatic device, program, algorithm or methodology

which does the same things, to use, access, copy, index, acquire information, generate

impressions or clicks, input information, store information, search, generate searches, or monitor

any portion of Our website or servers for any unauthorized purpose. Subscribers will also comply

with the affirmative requirements of law governing use of the Services, including but not limited

to: (i) disclosure requirements, including those regarding notification of security breaches, (ii)

records maintenance for regulated industries, and (iii) financial institution safeguards.

Agreed Use of Allotted Network Resources

3.10 Subscribers shall not use any method to circumvent the provisions of these Terms of Service,

or to obtain Services in excess of those for which they contract with CloudOptimo. Subscribers

shall use only those IP addresses that are assigned to them by CloudOptimo, and shall not use any

IP addresses outside of their assigned range. Subscribers shall not use any mechanism to exceed

the amount of resources assigned to them through the Services, or to conceal such activities.

Injurious Code

3.11 Subscribers shall not use the Services to distribute, receive communications or data gleaned

from, or execute any action directed by any type of injurious code, including but not limited to: (i)

trojans, (ii) key loggers, (iii) viruses, (iv) malware, (v) botnets, (vi) denial of service attacks, (vii)

flood or mail bombs, (viii) logic bombs, or (ix) other actions which CloudOptimo reserves the sole

right to determine to be malicious in intent.

Email Violations

3.12 Subscribers shall not send bulk email utilizing their resources on the Services unless they

maintain a double-authorized list of subscribed members including IP addresses and relevant

contact information, along with following guidelines for including removal links with all sent

emails according to the such legislation. Subscribers shall comply with all laws regarding the

sending of commercial electronic messages or other marketing or electronic communications.

Subscribers are forbidden from taking any action that would result in their IP addresses, or any IP

address associated with CloudOptimo or other Subscribers, being placed on the Spamhaus.org

blacklist. CloudOptimo reserves the sole and absolute right to determine whether an email

violation has occurred.

Violation of Copyright, Trademark, and/or Patent

3.13 We abide by the Intellectual Property Rights laws of India and wishes to offer Our Services or

allow such User Content which contains no content that violates those rights. Our Terms of

Service requires that User Content or any information relating to the Account posted by the

Subscriber be accurate, lawful and not in violation of the rights of third parties. To promote these

objectives, We have set forth a policy and process for submission of complaints concerning

content posted by the Subscriber in the following paragraph.

Please note that any notice or counter-notice You submit must be truthful and must be submitted

under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You

may therefore want to seek the advice of legal counsel before submitting a notice or a counter-

notice.

3.14 If You believe that there is any Intellectual Property Right violation, You may send a written

notice to Us, consisting following details:

i. An electronic or physical signature of the person authorized to act on behalf of the

owner of the Intellectual Property Right interest;

ii. Your email address and Your mailing address and/or telephone number;

iii. A description of the Intellectual Property Right works that You claim has been

infringed;

iv. A description specifying the location on Our Website of the material that You claim is

infringing;

v. A statement by You that You have a good faith belief that the disputed use is not

authorized by the copyright owner, its agent, or the law; and

vi. A statement by You, made under penalty of perjury, that the information in Your notice

is accurate and that You are the copyright owner or authorized to act on the Intellectual

Property Right owner’s behalf.

Please submit Your complaint in one of the following ways:

Email the signed notification to :

Atten: Grievance Officer

Email: legal@cloudoptimo.com

Export

3.14 To the extent it is required to comply with the applicable law, the Subscriber shall comply

with all applicable export and import control laws and regulations in its use of the Services, and,

in particular, Subscriber shall not utilize the Services to export or re-export data or software

without all required Indian and foreign government licenses. Subscriber assumes full legal

responsibility for any access and use of the Services from outside the India, with full understanding

that the same may constitute export of technology and technical data that may implicate export

regulations and/or require export license. Should such a license be required, it shall be

Subscriber's responsibility to obtain the same, at Subscriber's sole cost and expense, and in the

event of any breach of this duty resulting in legal claims against CloudOptimo, Subscriber shall

defend, indemnify and hold CloudOptimo harmless from all claims and damages arising

therefrom.

Acts of Sub-Users

3.15 Subscribers are responsible for the acts of others utilizing their access to the Services, and

will be held responsible for violations of the Services by their sub-users or persons who gain access

to the Services using the Subscriber's access codes. Any activity that a Subscriber is prohibited

from performing by these Terms of Services is equally prohibited to anyone using the access to

the Services of the Subscriber.

Access Code Protection

3.16 Subscribers shall utilize proper security protocols, such as setting strong passwords and

access control mechanisms, safeguarding access to all logins and passwords, and verifying the

trustworthiness of persons who are entrusted with account access information.

Notification Regarding these Terms of Service

3.17 Subscribers shall notify all persons who receive access to the Services of the provisions of

these Terms of Service, and shall inform them that the terms of these Terms of Service are binding

upon them.

Remedial Action

3.18 Subscribers shall notify CloudOptimo if and when they learn of any security breaches

regarding the Services, and shall aid in any investigation or legal action that is taken by authorities

and/or CloudOptimo to cure the security breach.

4. Third Party Products and Services

4.1 Third Party Providers. We may offer certain third party products and services. Such products and

services may be subject to the terms and conditions of the third party provider(s). To the extent it is

applicable, any discounts, promotions and special third party offers may be subject to additional

restrictions and limitations by the third party provider. You should confirm the terms of any purchase

and the use of goods or services with the specific third party provider with whom You are dealing. The

Company does not make any representations or warranties regarding, and is not liable for, the quality,

availability, or timeliness of goods or services provided by a third party provider. You undertake all

transactions with these third party providers at Your own risk. We do not warrant the accuracy or

completeness of any information regarding third party providers. The Company is not an agent,

representative, trustee or fiduciary of You or the third party provider in any transaction.

4.2 Third Party Websites. The Services may contain links to other websites that are not owned or

controlled by Us (“Third Party Portals”), as well as articles, photographs, text, graphics, pictures,

designs, sound, video, information, and other content or items belonging to or originating from third

parties (“Third Party Content”). We are not responsible for any Third Party Portals or Third Party

Content accessed through the Services Our Website. Third Party Portals and Third Party Content are

not investigated, monitored or checked for accuracy, appropriateness, or completeness by Us. If You

decide to access Third Party Portals or to access or use any Third Party Content, You do so at Your own

risk and You should be aware that Our terms and policies no longer govern the same. You should

review the applicable third party’s terms and policies, including privacy and data gathering practices

of any website to which You navigate.

5. Payments and Billing

Acceptable Payment Methods

5.1 CloudOptimo accepts major credit cards, debit cards, and Payment Processor (as defined

hereinafter) visible on a web page of the Website. Subscribers who choose to pay with the Payment

Processor will be strictly limited to a single Account per Payment Processor. Virtual credit cards and

gift cards typically will not be accepted. Other forms of payment may be arranged by contacting

CloudOptimo at contact@cloudoptimo.com. Please note that any payment terms presented to You in

the process of using or signing up for paid Services are deemed part of this Agreement.

5.2 We use third-party payment processors (the "Payment Processors") to bill You through a payment

account linked to Your Account on the Services (Your "Billing Account") for use of the paid Services.

The processing of payments may be subject to the terms, conditions and privacy policies of the

Payment Processors in addition to this Agreement. We are not responsible for error by the Payment

Processors. By choosing to use paid Services, You agree to pay Us, through the Payment Processors,

all charges at the prices then in effect for any use of such paid Services in accordance with the

applicable payment terms and You authorize Us, through the Payment Processors, to charge Your

chosen payment provider (Your "Payment Method"). You agree to make payment using that selected

Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has

already requested or received payment

Billing and Terms

5.3 We charges based on the actual costs savings it managed to generate to Your workload. The

calculation is based on the difference between the actual costs of the instances We choose to run and

the current highest cloud pricing for those same instances under the same cloud provider. Apart from

this, We might also charge for number of instances customer is running. The invoice generated each

month will have these details. The term of this Agreement shall be monthly, to commence on the date

that the Subscriber signs up electronically for the Services by creating an Account with an email

address. All invoices are denominated, and Subscriber must pay, in U.S. Dollars or equivalent Indian

Rupees. Conversion rate for such amount from U.S. Dollars to Indian Rupees will be decided by Us.

Subscribers are typically billed monthly on or about the first day of each following month in respect

of the previous month during which the Subscribers availed or used the Services, with payment due

no later than ten (10) days past the invoice date, unless otherwise set forth in the Purchase Order. On

rare occasions, a Subscriber may be billed an amount up to the Subscriber's current balance in an

effort to verify the authenticity of the Subscriber's account information. This process ensures that

Subscribers without a payment history are not subjected to additional scrutiny. Subscribers are

entirely responsible for the payment of all taxes. For specific pricing policies, please refer to

https://www.cloudoptimo.com/pricing. Monthly fees and renewal fees will be billed at the rate

agreed to at purchase placed by You. You may cancel the Services at any time by sending Us an email

at care@cloudoptimo.com. At cancellation, Your Account will be inactivated, and You will no longer

be able to log into our site and/or have any access to the Services, however, You shall be liable to pay

immediately any accrued amount before cancellation of Your Account. Except in the case of

subscription commitments You have agreed to, which shall be non-refundable, as permitted by

applicable law, if You cancel, You agree that fees for the first month of Services and any start-up costs

associated with setting up Your Account ("Start-up Costs") shall be non-refundable, as permitted by

applicable law. With the exception of any subscription commitments agreed by You, if You paid fees

in advance for any period longer than one month, then You may, with the exception of fees for the

first month of Services and any Start-up Costs, obtain a refund on a pro rata basis for the period

remaining after You cancel.

Notwithstanding anything contained above, We assume that the User shall pay the due amount of

invoices in compliance of and in accordance with the foreign exchange laws of India.

5.4 Some of the paid Services may consist of an initial period, for which there is a one-time charge,

followed by recurring period charges as agreed to by You. By choosing a recurring payment plan, You

acknowledge that such Services have an initial and recurring payment feature and You accept

responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES

(E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR

NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS

AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT

CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. YOU CAN TERMINATE YOUR

AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD FROM THE ADMIN CONSOLE

AThttps://console.cloudoptimo.com.

5.5 YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING

ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT

CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD

NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR

PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF

YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED

DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN

BE MADE AT https://console. cloudoptimo.com. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING

INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID

SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS

SET FORTH ABOVE.

Arrearages

5.6 Payments not made within ten (10) days of invoicing will be deemed in arrears. For Accounts in

arrears, if any amount is more than ten (10) days overdue, without the requirement of providing

notice of such arrears, We may suspend Service to such Account and the Subscriber and bring legal

action to collect the full amount due, including any attorneys' fees and costs.

Suspension for Non-payment

5.7 If a Subscriber is past due on their balance, CloudOptimo may send up to two (2) email notifications

within a fifteen (15) day from the due date of relevant invoice, and if the Subscriber fails to pay the

due amount We shall have the right to suspend the Account and Services immediately upon expiry of

the said period (“Unpaid Invoice”) until the Unpaid Invoice is cleared and paid by the Subscriber.

Servers for the Services will be temporarily powered off during the suspension period. If the Subscriber

doesn’t cure the foregoing breach within thirty (30) days from the due date of the Invoice

CloudOptimo reserves the right to delete the Subscriber's suspended machines.

Promotional Credit

5.8 We may provide or launch from time to time certain promotional credit (“Promotional Credit”)

for specific users or subscribers as determined by Us and eligible in the terms and conditions published

on Our Website, and such Promotional Credit shall be governed by those terms and conditions, and

We assume that You shall have read and understood those terms and conditions. Promotional Credit

You receive is personal to You. You may not sell, license, rent, or otherwise transfer Promotional

Credit. Promotional Credit may be used only for fees and charges for the specific Services designated

by Us. Promotional Credit is valid for a limited time only and expires on the date indicated when You

receive the applicable Promotional Credit code (or such other date designated by Us). Promotional

Credit shall not be used (and You are ineligible to receive any Promotional Credit) if Your use or receipt

of Promotional Credit is inconsistent in any way with applicable laws. Failure to use Promotional Credit

before such expiration date will result in the forfeiture of Promotional Credit. We reserve the right to

cancel Promotional Credit at any time. No refunds will be granted for any expired or cancelled

Promotional Credit.

5.9 Only one promotional code is permitted per customer, and may be redeemed only by "new

users," defined as users who are within thirty (30) days of registration.

Other Credit

5.10 Earned credit from making a referral will expire after twelve (12) consecutive inactive months.

An inactive month is a month without an invoice billing event. All referral pay-outs will be paid in

CloudOptimo credit.

5.11 Sign-up credit earned via referral will expire in accordance with the terms stated in section

5.12 Furthermore, sign-up credit earned via referral credit will be counted as the one promotional

code permitted, in accordance with the terms stated in section 5.9.

5.13 SLA credit will expire after 12 consecutive inactive months. An inactive month is a month

without an invoice billing event.

5.14 Credits not explicitly stated in 5.10-5.14 are to be considered promotional credit.

6. Warranty Disclaimer and Beta Services

6.1 We have no special relationship with or fiduciary duty to You. You acknowledge that We have

no duty to take any action regarding:

i. which Subscribers gain access to the Services;

ii. what Our Content You access via the Services; or

iii. how You may interpret or use the Our Content.

6.2 THE SERVICES, INCLUDING WITHOUT LIMITATION ANY INFORMATION, INCLUDING WITHOUT

LIMITATION OUR CONTENT,DELIVERED, PROVIDED OR DISPLAYEDAS PART OF THE SERVICES, ARE

PROVIDED "AS IS", "AS AVAILABLE" BASIS. WE AND OUR AFFILIATES, SUBSIDIARIES, THEIR

RESPECTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL, EMPLOYEES, OFFICERS, SHAREHOLDERS,

AGENTS, REPRESENTATIVES, SUBCONTRACTORS, CONSULTANTS AND THIRD-PARTY PROVIDERS:

(a) DISCLAIM ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES AND/OR

CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TOWARRANTIES OF COMPLETENESS,

ACCURACY, RELIABILITY,SUITABILITY, FITNESS, MERCHANTABILITY, AVAILABILITY, QUALITY,

FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT,LEGALITY OF OUR CONTENT, COMPATIBILITY

AND/OR SECURITY;

(b) ARE NOT RESPONSIBLE ORLIABLE FOR ANYINFECTION OR CONTAMINATION OF YOUR SYSTEM

ORDEVICE ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR ITS

SERVICES OR ANY CONNECTED WEBSITE AND DO NOT WARRANT THAT THE WEBSITE OR ITS

SERVICES, THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE OR ANY CONNECTED WEBSITES

ARE FREE FROM VIRUSES, TROJAN HORSES, WORMS, SOFTWARE BOMBS OR SIMILAR ITEMS OR

PROCESSES OR OTHER HARMFUL COMPONENTS;

(c) ARE NOT RESPONSIBLE OR LIABLE FOR INTERRUPTIONS, DISPLAY, INACCURANCIES, ERRORS, OR

OMISSIONS ARISING OUT OF YOUR USE OF THE WEBSITE OR ITS SERVICES, OR ANY OTHER

CONNECTED WEBSITES OR WITH RESPECT TO THE MATERIAL AND USER MATERIAL THEREON;

AND/OR

(d) DO NOT WARRANT THAT THE WEBSITE OR ITS SERVICES, OR ANY CONNECTED WEBSITE, LINKED

MICROSITES, ANY MATERIALS, THIRD-PARTY CONTENTS, SERVICES OFFERED WILL BE:

UNINTERRUPTED, ERROR FREE,ACCURATE, SUIT/MEET YOUR PURPOSE OR REQUIREMENTS, OR

ANY DEFECTS OR ERRORS THEREOF WILL BE CORRECTED.

THEREFORE, YOU AGREE THAT YOUR ACCESS TO AND USE OF OUR WEBSITE, PRODUCTS, SERVICES

AND CONTENT ARE AT YOUR OWN RISK.

6.3 GEOGRAPHICAL LIMITATION. THE WEBSITE AND/OR THE SERVICES ARE CONTROLLED AND

OFFERED BY COMPANY FROM ITS FACILITIES IN THE TERRITORY OF INDIA. COMPANY MAKES NO

REPRESENTATIONS THAT THE WEBSITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN

OTHER LOCATIONS. IF YOU ARE ACCESSING OR USING THE WEBSITE OR SERVICES FROM OTHER

JURISDICTIONS, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLIANCE

WITH LOCAL LAW. NOTWITHSTANDING THE FOREGOING, THE WEBSITE OR SERVICES MAY CONTAIN

OR PROVIDE LINKS TO CONTENT HOSTED ON WEBSITE LOCATED OUTSIDE OF THE INDIA.

6.4 WE DON’T CONTROL AND IS NOT RESPONSIBLE FOR THE INFORMATION PROVIDED BY ANY THIRD

PARTY PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT NEITHER WE NOR ANY SUCH THIRD PARTY

PROVIDER HAS ANY OBLIGATION TO CORRECT INFORMATION ABOUT YOU EXCEPT AS REQUIRED BY

APPLICABLE LAW. INFORMATION YOU REQUEST MAY NOT BE AVAILABLE OR MAY NOT BE

PROVIDED, AND WE HAVE NO LIABILITY FOR SUCH FAILURE.

Beta Services

6.5. CloudOptimo may offer "beta" versions or features of the Services (each, a "Beta Service").

CloudOptimo will determine, at its sole discretion, the availability, duration (the "Trial Period"),

features, and components of each Beta Service. For avoidance of doubt, any Beta Service is a form

of the Services and the provision and use of any Beta Service is subject to the entirety of this

Agreement, unless otherwise provided for in this Section 6.5.

ANY BETA SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER

EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CloudOptimo SPECIFICALLY DISCLAIMS ALL

IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR

PURPOSE WITH REGARD TO ANY BETA SERVICE. Notwithstanding anything to the contrary in this

Terms of Service, in no event will CloudOptimo be liable to You or any third party for any damages

or liability related to, arising out of, or caused by any Beta Service and/or any modification,

suspension, or termination thereof. If CloudOptimo permits You to use a Beta Service, You agree to

provide CloudOptimo Feedback and respond to CloudOptimo's questions or other inquiries

regarding Your use of the Beta Service, if requested and as applicable. If CloudOptimo permits You

to use a Beta Service, You specifically agree, in addition to the requirements set forth in Section 3 of

this Terms of Service, to not: (i) use the Beta Service for benchmarking or performance testing or

publicly disseminate performance information or analysis from any source relating to the Service;

(ii) modify or create derivative works of the Beta Service or remove any product identification,

proprietary, copyright or other notices contained in the Beta Service; or (iii) allow any other

individual to access or use the Beta Service. CloudOptimo at its sole discretion shall determine

whether or not to continue to offer any Beta Service, and may cease offering any Beta Service at any

time. Upon completion of a Trial Period, You may lose access to the applicable Beta Service, unless

or until the features of the Beta Service are incorporated into the Services, and You agree to return

or destroy all copies of documentation and confidential information related to the Beta Service. Any

production candidate or non-production version of the Services will be considered a Beta Service.

You hereby grant to Us a worldwide, irrevocable, perpetual, and sub-licensable license to use,

reproduce, distribute, and display any User Content provided to Us and/or any user of a Beta Service

solely for facilitating the purposes of this Terms of Services (such data collectively, "Beta Data") (i)

as required to provide the Beta Service; and (ii) in de-identified form, to tune, enhance and improve

the Service and other Our products and services. You hereby represent and warrant that it has all

necessary rights to grant Us the rights set forth in this Section, and that it will comply with all

applicable laws, regulations, and other obligations regarding the collection, use and disclosure of

Beta Data. We may use de-identified or aggregated Beta Data collected through a Beta Service for

any purpose, including, without limitation, to enhance and improve the Services.

7. Limitation of Liability

7.1 IN NO EVENT SHALL WE, NOR OUR DIRECTORS, OFFICERS, PERSONNEL, STAFF,EMPLOYEES,

AGENTS, PARTNERS, SUPPLIERS OR OUR CONTENT PROVIDERS, BE LIABLE TO THE MAXIMUM

EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, INCIDENTAL OR

CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS (INCLUDING LOSS OF PROFIT AND

LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACTUAL, OR IN ANY

OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH:

i. THE USE OF, OR THE INABILITY TO USE THE WEBSITE OR SERVICES;

ii. ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OR AVAILABILITY OF THE WEBSITE

OR SERVICES;

iii. ANY FAULT, OR ERROR MADE BY THE PERSONNEL, STAFF, AGENT, EMPLOYEES OR

AUTHORISED PERSON OF THE COMPANY OR ANYONE ACTING ON OUR BEHALF;

iv. YOUR RELIANCE ON CONTENT AVAILABLE ON OR THROUGH THE WEBSITE OR SERVICES,

v. ANY THIRD-PARTY PROVIDER OF ANY COMPONENT OF THE SERVICES OR OF ANY

INFORMATION DELIVERED AS PART OF THE SERVICES AND/WEBSITE;

vi. ANY COMMUNICATION, INTERACTIONS, DEALINGS OR ENGAGEMENTS MADE OR

ATTEMPTED THROUGH THE WEBSITE OR SERVICES; AND/OR

vii. AS A RESULT OF YOUR EXPOSURE TO ANY DEFAMATORY, LIBELOUS, THREATENING,

UNLAWFULLY HARASSING, OBSCENE OR OTHERWISE UNLAWFUL USER CONTENT OR DATA

OF THE SREVICES.

WHETHER OR NOT OUR PERSONNEL, STAFF, OFFICER, EMPLOYEES, MANAGERS AND/OR DIRECTORS

WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES

OR ANY OTHER GRIEVANCE SHALL BE THE ONE MONTH SERVICE CREDIT (WITHOUT PAYING ANY CASH

CREDIT TO YOU) OR YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE

SERVICES.

SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH

JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT

PERMITTED BY LAW.

8. Confidentiality

8.1 Subscriber shall keep confidential any confidential information to which it is given access, and shall

cooperate with CloudOptimo's efforts to maintain the confidentiality thereof. Subscriber shall not

publish to third parties or distribute information or documentation that CloudOptimo provides for

purposes of operating and maintaining its systems, including material contained in presentations,

estimates, invoices, work orders, or other such materials.

9. Backup and Data Loss Your use of the Services is at Your sole risk. The Company does not maintain backups of dedicated

Accounts or the Services purchased by You or the User Content. You should not rely on Us for backup.

It is solely Your responsibility to maintain backups for the User Content. the Company is not

responsible for files and/or data residing on Your Account. You agree to take full responsibility for all

User Contents (s) and to maintain all appropriate backup of User’s Content stored on the Company’s

servers.

10. Publicity

Each Subscriber is permitted to state publicly that such Subscriber is a Subscriber of the Services.

Subject to CloudOptimo's Privacy Policy, each Subscriber agrees that CloudOptimo may include such

Subscriber's name and trademarks in a list of CloudOptimo Subscriber, online or in promotional

materials. Each Subscriber also agrees that CloudOptimo may verbally reference such Subscriber as a

Subscriber of the Services. Subscriber may opt out of the provisions in this Section 10 by e-mailing a

request to contact@cloudoptimo.com .

11. Indemnification

YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS US, OUR AFFILIATES, PARENTS, SUBSIDIARIES,

ANY RELATED COMPANIES, LICENSORS AND PARTNERS, AND EACH OF OUR AND THEIR RESPECTIVE

EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, DIRECTORS, SUPPLIERS AND

REPRESENTATIVES FROM ALL LIABILITIES, CLAIMS, AND EXPENSES, INCLUDING REASONABLE

ATTORNEYS' FEES, THAT ARISE FROM OR RELATE TO YOUR (OR ANY THIRD PARTY USING YOUR

ACCOUNT OR IDENTITY IN THE SERVICES) USE OR MISUSE OF, OR ACCESS TO, THE SERVICES, CONTENT,

OR OTHERWISE FROM YOUR USER CONTENT, VIOLATION OF THESE TERMS OF SERVICE OR OF ANY

LAW, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR

ENTITY. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER

OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL ASSIST AND

COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

12. Termination of Access; Enforcement

12.1 CloudOptimo reserves the right, in Our sole discretion, to terminate Your access to all or any part

of the Services at any time or suspend, cease, lock, delete, or and/or remove Your Account, with or

without notice, effective immediately, including but not limited to as a result of Your violation of any

of these Terms of Service (including Clause 3: Acceptable Use Policy; Rules of Conduct) or any

applicable law, . Any such termination may result in the forfeiture and destruction of information

associated with Your Account. We may provide prior notice of the intent to terminate Services to You

if such notice will not, in CloudOptimo's discretion, run counter to the intents and purposes of these

Terms of Service. Except as otherwise set forth hereunder, any and all fees paid hereunder are non-

refundable and any and all fees owed to CloudOptimo before such termination shall be immediately

due and payable, including any liabilities that may have been incurred prior to termination such as

Our costs for collection (including attorneys' fees) of any such charges or other liabilities. Upon

termination, any and all rights granted to Subscriber by this Agreement will immediately be

terminated, and Subscriber shall promptly discontinue all use of the Services. If You wish to terminate

Your Account, You may do so by following the instructions on the Website or through the Services. All

provisions of these Terms of Service which by their nature should survive termination shall survive

termination, including, without limitation, licenses of User Content, ownership provisions, warranty

disclaimers, indemnity and limitations of liability.

13. Governing Law; Jurisdiction

13.1 Any controversy or claim arising out of or relating to this Terms of Services, the formation of this

Terms of Service or the breach of this Terms of Service, including any claim based upon an alleged

tort, shall be governed by the substantive laws of the Republic of India, without regard to principles

of conflict of laws. Notwithstanding the foregoing, the United Nations Convention on Contracts for

the International Sale of Goods does not apply to this Term of Service., Subject to Section 14 and 15

below, You agree that any dispute arising from or relating to the subject matter of these Terms of

Service shall be governed by the exclusive jurisdiction and venue of the competent courts of Pune,

Maharashtra. Subscriber consents to service of process via email at the email address(es) provided by

Subscriber, and waives any requirement under the Hague Convention or other judicial treaty requiring

that legal process be translated into any language other than English.

14. Dispute Resolution

14.1 Mindful of the high cost of litigation, You and CloudOptimo agree to the following dispute

resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related

to: (i) the Website; (ii) this Agreement; (iii) the Services; (iv) the breach, enforcement, interpretation,

or validity of this Agreement; or (v) any other dispute between You and CloudOptimo ("Dispute"), the

party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice

to the other party (by first class or registered mail) describing the facts and circumstances (including

any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to

respond to or settle the Dispute. Notice shall be sent (1) if to legal@cloudoptimo.com or (2) if to You

at: Your last-used billing address or the billing and/or shipping address in Your Account information.

You and CloudOptimo agree that this dispute resolution procedure is a condition precedent that must

be satisfied prior to initiating any arbitration or filing any claim against the other party.

15. Mandatory Arbitration Agreement and Class Action Waiver

15.1 If a Dispute is not resolved in accordance with the Clause 14, in the interest of resolving disputes

between You and CloudOptimo in the most expedient and cost effective manner, You and

CloudOptimo agree that every dispute arising in connection with these Terms will be resolved by

binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitrators can award the same

damages and relief that a court can award. This agreement to arbitrate disputes includes all claims

arising out of or relating to any aspect of these Terms of Service, whether based in contract, tort,

statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises

during or after the termination of these Terms.

15.2 Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude,

or otherwise limit the right of either party to: (i) pursue an enforcement action through the applicable

state, or local agency if that action is available; (ii) seek injunctive relief in a court of law; or (iii) to file

suit in a court of law to address an intellectual property infringement claim.

15.3 A Party shall at the first stances attempt to resolve any or all issue or dispute arising out of this

Terms of Services or any Services of Website through negotiation by serving a notice to the other

Party, (“Resolution Notice Date”) thereafter, such Party will appoint its representative or authorised

person to resolve issue or the dispute. The said designated representative will on best effort basis

and in good faith attempt to resolve the dispute or issue within a period of 45 (forty-five) days from

the date of Resolution Notice Date (“Amicable Resolution Period”). If the dispute or issue is not

resolved within the said Amicable Resolution Period, either Party may by written notice to the other,

notify its intention to refer the disputes to arbitration clearly specifying in detail the disputes under

reference. Within fifteen (15) days of receipt of the said notice, each Party shall appoint mutually a

sole arbitrator, however, if Parties fail to appoint a sole arbitrator then the Parties shall apply to the

court of competent jurisdiction for appointment of arbitrator. The venue of arbitration shall be at

Pune and shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996,

and the rules framed there under or any re-enactment of the arbitration law then in force. All

proceedings shall be in the English language.

15.4 A party who intends to seek arbitration must first send a written notice of the dispute to the

other party by certified Indian Postal Service (signature required) or, only if such other party has not

provided a current physical address, then by electronic mail ("Notice"). CloudOptimo's address for

Notice is: legal@cloudoptimo.com . The Notice must: (a) describe the nature and basis of the claim

or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith

efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30

days after the Notice is received, You or CloudOptimo may commence an arbitration proceeding.

During the arbitration, the amount of any settlement offer made by You or CloudOptimo must not

be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the

dispute is finally resolved through arbitration in Your favor, CloudOptimo will pay You the highest of

the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount

offered by CloudOptimo in settlement of the dispute prior to the arbitrator's award; or (iii) up to Rs.

5000 (Rupees Five Thousand).

15.5 WHERE PERMITTED UNDER THE APPLICABLE LAWS, YOU AND US AGREED THAT EACH MAY

BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A

PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

FURTHER, UNLESS BOTH YOU AND CLOUDOPTIMO AGREE OTHERWISE, THE ARBITRATOR SHALL NOT

CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY

FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

15.6 If CloudOptimo makes any future change to this arbitration provision, other than a change to

CloudOptimo's address for Notice, You may reject the change by sending Us written notice within

thirty (30) days of the change to CloudOptimo's address for Notice, in which case Your account with

CloudOptimo will be immediately terminated and this arbitration provision, as in effect immediately

prior to the changes You rejected will survive.

15.8 If Section 15.6 is found to be unenforceable or if the entirety of this Section 15 is found to be

unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties

agree that the exclusive jurisdiction and venue described in Section 13 will govern any action arising

out of or related to these Terms. The arbitrator has exclusive authority to resolve any dispute relating

to the interpretation, applicability, or enforceability of this binding arbitration agreement.

16. Miscellaneous Provisions

16.1 Neither You nor CloudOptimo shall be liable for non-performance of the terms herein to the

extent that either You or CloudOptimo are prevented from performing as a result of any act or event

which occurs and is beyond Your or CloudOptimo's reasonable control, including, without limitation,

acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine,

fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, or

any unforeseen change in circumstances, or any other causes beyond either party's reasonable

control. The party experiencing the force majeure shall provide the other party with prompt written

notice thereof and shall use reasonable efforts to remedy effects of such force majeure.

16.2 The Website contains many of the valuable trademarks, service marks, names, titles, logos,

images, designs, copyrights and other proprietary materials owned, registered and used by

CloudOptimo, Including but not limited to, the mark " CloudOptimo". CloudOptimo and the

CloudOptimo product names referenced in the Website are either trademarks, service marks or

registered trademarks of CloudOptimo. Any unauthorized use of same is strictly prohibited and all

rights in same are reserved by CloudOptimo. No use of any CloudOptimo trademark may be made

by any third party without express written consent of CloudOptimo. Other products and company

names mentioned in the Website may be the trademarks of their respective owners.

16.3 Elements of CloudOptimo's Website are protected by trade dress, trademark, unfair

competition, and other laws and may not, unless otherwise permitted hereunder, be copied in

whole or in part. No logo, graphic, or image from the Website may be copied or retransmitted

without CloudOptimo's express written permission. The images, text, screens, web pages, materials,

data, Content and other information used and displayed on the Website are the property of

CloudOptimo or its licensors and are protected by copyright, trademark and other laws. In addition

to Our rights in individual elements of the Website, CloudOptimo owns copyright or patent rights in

the selection, coordination, arrangement and enhancement of any images, text, screens, web pages,

materials, data, Content and other information used and displayed on the Website. You may copy

such images, text, screens, web pages, materials, data, Content and other information used and

displayed on the Website for Your personal or educational use only, provided that each copy

includes any copyright, trademark or service mark notice or attribution as they appear on the pages

copied. Except as provided in the preceding sentence, none of such images, text, screens, web

pages, materials, data, Content and other information used and displayed on the Website may be

copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced,

reused, sold, transmitted, used to create a derivative work or otherwise used for public or

commercial purposes without the express written permission of CloudOptimo.

16.4 This Terms of Service, including all related agreements and policies incorporated by reference

herein, constitutes the entire agreement between the parties related to the subject matter hereof

and supersedes any prior or contemporaneous agreement between the parties relating to the

Services. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the

future or any other obligation under this Agreement. The failure of either party to exercise in any

respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

In order for any waiver of compliance with these Terms of Service to be binding, We must provide

You with written notice of such waiver through one of Our authorized representatives. If any

provision of this Agreement is prohibited by law or held to be unenforceable, that provision will be

severed and the remaining provisions hereof shall not be affected such that this Agreement shall

continue in full force and effect as if such unenforceable provision had never constituted a part

hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original,

but all of which together shall constitute the same instrument. This Agreement may be signed

electronically or, as set out above, Your access and use of the Services will manifest Your consent to

this Agreement. These Terms of Service are personal to You, and are not assignable, transferable or

sublicensable by You except with Our prior written consent. We may assign, transfer or delegate

any of Our rights and obligations hereunder without consent. No agency, partnership, joint venture,

or employment relationship is created as a result of these Terms of Service and neither party has

any authority of any kind to bind the other in any respect. The section and paragraph headings in

these Terms of Service are for convenience only and shall not affect their interpretation. All

references to "laws," "rules," or "regulations" references any and all applicable laws, rules and

regulations, whether domestic or foreign. Unless otherwise specified in these Terms of Service, all

notices under these Terms of Service will be in writing and will be deemed to have been duly given

when received, if personally delivered or sent by certified or registered mail, return receipt

requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day

after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic

notices should be sent to legal@cloudoptimo.com.

Contact You may contact Us at the following address:

legal@cloudoptimo.com Effective Date: Jan 26, 2018

© 2017 Xpanso Technologies Pvt. Ltd. All rights reserved. No part of CloudOptimo's Website may be

reproduced, modified, or distributed in any form or manner without the prior written permission of

CloudOptimo.