Terms And Conditions

(Last updated on 9th September 2022)

These Terms of Use ("Terms") govern your use of our website https://www.nblik.com/ and/or the NbliK mobile application (collectively, the "Platform") made available by NbliK Tech Pvt. Ltd. ("NbliK", "Company", "we", "us" and "our"), a private company established under the laws of India having its registered office at NbliK India Private Limited, TAMILAR ENCLAVE, DABRI DWARKA ROAD, New Delhi, South West Delhi, Delhi – 110045. The terms "you" and "your" refer to the user of the Platform.

These Terms are to be read with the NbliK Content and Community Guidelines, NbliK Policy and NbliK Cookie Policy.

Our Services (as we have described below in detail) and these Terms are compliant with the Indian Penal Code, 1860, and Information Technology Act, 2000, including all amendments made to it and rules framed under it. When you create an account on our Platform or use our Platform or any of our Services, you accept and agree to these Terms. However, please note that we do not represent that we are compliant with the laws of any country apart from India. If you wish to use our Services, please ensure that you are permitted to do so, in your jurisdiction.

You and we are required to follow certain rules while you use our Platform. We have listed these rules in this document. Please read these Terms and all other hyperlinks mentioned here carefully. Do remember that by using our Platform, you agree to these Terms.

CHANGES TO TERMS AND SERVICES

We collect information when you create an account and use the Platform. We also collect information you share with us from third-party social network providers, Our Platform is dynamic and may change rapidly. As such, we may change the services we provide at our discretion. We may temporarily, or permanently, stop providing Services or any features to you generally.

We may remove or add functionalities to our Platform and Services without any notice. We notify all the users whenever there is an update to our Terms of Use and related policies.

WHO MAY USE OUR SERVICES

Our Platform helps you stay in touch with your friends and enables you to share text, images, and more in your preferred regional language. We understand your preferred content and personalize your newsfeed to show you posts, pictures, videos, and suggest content available on our Platform ("Service/Services").

You may use our Services only if you are capable of forming a binding agreement with us and are legally permitted to use our Services. If you are accepting these Terms on behalf of a company or any legal persons, then you represent and warrant that you have the authority to bind such an entity to these Terms and effectively "you" and "your" shall refer to the company.

Please ensure that you are allowed to use our services under the law.

HOW TO USE OUR SERVICES

We have developed a unique platform. Our Services are available exclusively in regional languages, currently in Hindi, Bengali, Telugu apart from English. We strive to give you personalized content and show you content that you will enjoy. We also allow you to share content that is available on our Platform and share your NbliK experience across social media platforms. To use our Services, you must register on our Platform. When you register with us using the NbliK mobile application, you also allow us to read your mobile device phone book, your SMS inbox, access your mobile gallery, mobile device storage, and mobile device camera. However, we do not read any information stored on your mobile device and computer without your permission.

PRIVACY POLICY

To effectively provide and introduce any new services to you, we collect certain information such as your phone number, your gender and your name. We may further request and store additional information. Such information is stored securely on amazon web services or "AWS" cloud servers, thereby also subject to the terms of the AWS Cloud privacy policy. The NbliK Privacy Policy explains how we collect, use, share and store the information collected. The NbliK Privacy Policy also details your rights under the law and how you may control the data you provide us. We have described how we store and use this information in the NbliK Privacy Policy.

YOUR COMMITMENTS

Providing a safe and secure Service for a diverse community requires that we all do our part. In return for our commitment to provide our Services, we require you to make some commitments to us. Please note that you will solely bear the costs and consequences of any actions taken by you on the NbliK Platform (including any violation of these Terms) along with the commitments given by you below. By using our Services, you agree and acknowledge the following:

a. No Impersonation or False Information to be Provided

While you do not have to use your actual name on our Platform, you are required to input your correct phone number and gender to use our Services. You will not falsely represent yourself as another person or representative of another person to use our Services. In the event you are operating a parody account for satirical or comedic purposes, you must state the same in your NbliK bio.

b. Device Security

We have implemented measures to ensure that our Platform is secure. However, there is no guarantee that our Platform is immune to hacking, virus attacks and other cybercrimes. You will ensure that you have the requisite anti-malware and antivirus software on your mobile device and computer to ensure its safety. You will not allow any person to use your phone number, and not allow multiple accounts to be linked to your phone number. You will be responsible for all content posted by any account linked to your phone number or email id.

While we do everything we can to secure your use of our Services, keep in mind that we cannot contemplate all forms of attack on our Platform. You should, as a matter of practice, ensure that your mobile device and computer are not used wrongly or tampered with in any way.

c. Content Removal and Termination

Your usage of our Platform is governed by the NbliK Content and Community Guidelines. If any of our users report your content that violates the NbliK Content Community Guidelines, we may remove such content from our Platform. In the event that multiple reports are made regarding violation of the NbliK Content and Community Guidelines, we may be compelled to terminate your account with us and block you from registering with us. If you wish to appeal any such removal, you may write to us at contact@nblik.com

We may remove any content that is shared on our Platform if such content is prohibited under the NbliK Content and Community Guidelines.

d. Platform Not to be Used For Anything Unlawful or Illegal

Our Platform is designed to accommodate the multiplicity of languages and cultures, as well as a diverse range of content. To this effect, we have developed various tags to classify the nature of the content. You must, therefore, correctly identify the nature of the content shared by you and tag it appropriately. You shall not, however, use our Platform to share any content which is obscene, pornographic, harmful for minors, discriminatory, spreading what may be considered as hate speech, inciting any form of violence or hatred against any persons, or violates any laws of India, or is barred from being shared by any laws of India. We reserve the right to remove such content. Please read the NbliK Content and Community Guidelines. for further details.

In addition to the above, please note that we may share your information with appropriate law enforcement authorities if we have a good-faith belief that it is reasonably necessary to share your personal data or information in order to comply with any legal obligation or any government request; or to protect the rights or prevent any harm to our property or safety, our customers, or public; or to detect, prevent or otherwise address public safety, fraud, security or technical issues. You understand, however, that we cannot be held responsible for any actions done by or to you by a third party or user by way of using our Platform.

We have developed a platform for people to engage in amazing social experiences; please do not share any content which is illegal or causes any harm to the well-being of members of the society or community.

d. Platform Not to be Used For Anything Unlawful or Illegal

Our Platform is designed to accommodate the multiplicity of languages and cultures, as well as a diverse range of content. To this effect, we have developed various tags to classify the nature of the content. You must, therefore, correctly identify the nature of the content shared by you and tag it appropriately. You shall not, however, use our Platform to share any content which is obscene, pornographic, harmful for minors, discriminatory, spreading what may be considered as hate speech, inciting any form of violence or hatred against any persons, or violates any laws of India, or is barred from being shared by any laws of India. We reserve the right to remove such content. Please read the NbliK Content and Community Guidelines. for further details.

In addition to the above, please note that we may share your information with appropriate law enforcement authorities if we have a good-faith belief that it is reasonably necessary to share your personal data or information in order to comply with any legal obligation or any government request; or to protect the rights or prevent any harm to our property or safety, our customers, or public; or to detect, prevent or otherwise address public safety, fraud, security or technical issues. You understand, however, that we cannot be held responsible for any actions done by or to you by a third party or user by way of using our Platform.

We have developed a platform for people to engage in amazing social experiences; please do not share any content which is illegal or causes any harm to the well-being of members of the society or community.

e. Content Rights and Liabilities

We strongly believe in the freedom of expression and allow you to share photographs, images, videos, music, status updates, and other content on our Platform. We do not have any ownership over any of the content shared by you and the rights in the content remain only with you. You will not use our Platform to violate or infringe upon our or any third party’s intellectual property rights. Such content is against NbliK Content and Community Guidelines. and may be removed from the Platform. Further, if you use any content developed by us, then we shall continue to own the intellectual property rights vested in such content.

By sharing/posting/uploading content using our Services, you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to host, use, distribute, run, copy, publicly perform or display, translate, and create derivative works of your content (consistent with your privacy and application settings). You may delete your content and/or account at any point. However, your content may continue to appear on the Platform if it has been shared with others. To learn more about how we use information, and how to control or delete your content, please read the NbliK Privacy Policy.

You remain solely responsible for the content you post on our Platform. We do not endorse and are not responsible for any content shared or posted on or through our Platform, and for any consequences resulting from such sharing or posting. The presence of our logo or any trademark on any content shared by you does not mean that we have endorsed or sponsored your content. Further, we will not be liable for or responsible for the consequences of any transactions made or entered into by you with other users of the Platform or advertisers on the Platform.

You will always have the responsibility for the content you share. We will never claim that we have intellectual property rights over your content, but we will have a zero cost, permanent license to use what you share and post on our Platform.

f. Intermediary Status and No Liability

We are an intermediary as defined under the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. These Terms are published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 that require publishing of the rules and regulations, NbliK Privacy Policy, and NbliK Terms of Use for accessing and using our Platform. Our role is limited to providing a platform for users to upload, share and display content, created or shared by you and other users.

We do not control what you or other people may or may not do on the Platform and are thus, not responsible for the consequences of such actions (whether online or offline). We are not responsible for services and features offered by others, even if you access them through our Services. Our responsibility for anything that happens on our Platform is strictly governed by the laws of India and is limited to that extent. You agree that we will not be responsible for any loss of profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising to you or any other person related to these Terms, even if we know they are possible. This includes when we delete your content, information, or account.

We are an intermediary under Indian law. We expect everyone to comply with the NbliK Content and Community Guidelines.

g. You Will Not Attempt to Disrupt or Jeopardize NbliK services

We have developed a community-driven platform. Therefore, you agree to not interfere with or use non-public areas of our Platform, Services, and our technical delivery system. You will not introduce any trojans, viruses, any other malicious software, any bots or scrape our Platform for any user information. Additionally, you will not probe, scan, or test the vulnerability of any system, security or authentication measures implemented by us. If you tamper or attempt to tamper with our technical design and architecture, we will terminate your user profile and ban you from using our services. We may further report such actions to the appropriate law enforcement authorities and proceed against you with legal actions.

You will not hack into or introduce malicious software of any kind onto our Platform. If you commit such actions, we may remove you from the platform and may report your actions to the police and/or relevant legal authorities.

COMPLIANCE REQUIREMENTS

Relevant news and current affairs publishers need to provide details of their NbliK user accounts to the Ministry of Information and Broadcasting as per applicable regulations.

PERMISSIONS YOU GIVE TO US

You accept these Terms and give us certain permissions so that we can serve you better. Permissions you grant to us are:

a. Permission to Share Your Profile Information with Third Parties

While our Platform is a freely accessible and usable platform, we need to generate revenue so that we can keep offering you our Services for free. Pursuant to this, we may share any data that we may collect including but not limited to your username, profile pictures, gender, your usage and engagement habits and patterns on our Platform to show you any sponsored content or advertisements. We will not, however, be liable to pay you any revenue share if you purchase any products advertised to you. We do not endorse any products or vouch for the authenticity of the products. Merely advertising of products by the users on our Platform does not amount to an endorsement by us.

b. Automatic Downloads and Updates

We are constantly updating our Platform and Services offered. To use our Platform, you may need to download the NbliK mobile application to your mobile device and update it from time to time.

Applications and software are constantly updated for your use and you will need to install the latest version of the NbliK mobile application to your mobile device each time such an update is generated for a better experience.

c. Permission to Use Cookies

We may use cookies, pixel tags, web beacons, mobile device IDs, flash cookies and similar files or technologies to collect and store information with respect to your use of the Services and third-party websites. Please see the NbliK Cookie Policy for more information regarding the use of cookies and other technologies described in this section, including your choices relating to such technologies.

d. Data Retention

We shall have the right to retain certain information regarding your usage of the Platform. Please view the NbliK Privacy Policy for further information relating to the collection, processing, storage and use of your information by us.

You grant us the right to process, store and retain information relating to you.

OUR AGREEMENT AND WHAT HAPPENS IF WE DISAGREE

a. Who Has Rights Under These Terms

The rights and obligations under these Terms are granted only to you and shall not be assigned to any third party without our consent. However, we are permitted to assign our rights and obligations under these Terms to others. This can happen when, for example, we enter into a merger with another company and create a new company.

b. How Will We Handle Disputes

In all cases, you agree that disputes will be subject to the laws of India and the judiciary shall have exclusive jurisdiction over all such disputes.

LIMITATION OF LIABILITY

We do not assume any liability with respect to any loss or damage, arising directly or indirectly due to any inaccuracy or incompleteness of any information or a breach of any warranty or guarantee due to the actions of any user of the Platform.

The Platform and Services are provided on an "as is" and "as available" basis without any representation or warranties, express or implied except otherwise specified in writing. We do not warrant the quality of the Services or the Platform including its uninterrupted, timely, secure or error-free provision, continued compatibility on any device, or correction of any errors.

In no event shall we, or any of our affiliates, successors, and assigns, and each of their respective investors, directors, officers, employees, agents, service providers, and suppliers be liable for any special, incidental, punitive, direct, indirect or consequential damages suffered as a consequence of a breach of the Terms by another user or arising out of the use of or the reliance on any of the Services or the Platform.

In the event, any exclusion contained herein is held to be invalid for any reason and we or any of our affiliate entities, officers, directors or employees become liable for loss or damage, then, any such liability shall be limited to not exceeding the charges or amounts paid to us for use of the Platform or the Services in the month preceding the date of the claim.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless us, and our subsidiaries, affiliates and agents and their respective officers, directors, employees, successors and assigns from and against any claim, proceeding, loss, damage, liability, cost, demand or expense (including but not limited to attorney's fees) of any kind arising out of:

(i) your access to or use of the Platform and Services; (ii) any breach by you of your obligations under this Agreement; (iii) your violation of the rights of any third party, including any infringement of intellectual property, or of any privacy or consumer protection right; (iv) any violation of law or contractual obligation and any claims, demands, notices pursuant to such violation; (v) your negligence or willful misconduct. This obligation will survive the termination of our Terms.

UNSOLICITED MATERIAL

We always appreciate feedback or other suggestions. We may use the same without any restrictions or obligation to compensate you for them and are under no obligation to keep them confidential.

SUBSCRIPTION AGREEMENT

NbliK India Private Limited (“Provider”) provides a community platform and application program interface (API) on a software as a service and platform as a service basis (“Service”, as further defined below). The Service is provided on a subscription basis as further described in this Agreement and on the Website under specific subscription plans offered by Provider from time to time. The Services are provided through the website https://www.nblik.com/ (the “Website”). This Agreement applies to anyone (“You”/”Customer”) who subscribes for or otherwise uses the Services. THESE TERMS (WHICH TOGETHER WITH ANY ONLINE ORDER PROCESS OR ORDER FORM OFFERED BY NBLIK THROUGH THE WEBSITE AND APP WHICH INCORPORATE THESE TERMS BY REFERENCE (“ORDER FORM”) ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”) CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES. ACCORDINGLY, YOU SHOULD READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE, APP OR ANY OF ITS CONTENT OR SERVICES.

1. Provision of Service.

1. Provision Generally. On execution by each Party of the Order Form, during the Subscription Term (as defined in Section 5.1) NbliK will provide Customer with access to NbliK’s community platform and NbliKs application program interface (API) (collectively, the “Service”) allowing Customer to build scalable customer online community in accordance with the terms and conditions of this Agreement. In order to access and use the Service, Customer is responsible at its own expense for obtaining its own Internet access and any hardware and software required therefor. Customer’s right to use the Service during the Subscription Term shall be subject to and in accordance with any additional conditions, restrictions or parameters specified in the Order Form(s)
2. Grant of Rights. Subject to the terms and conditions of this Agreement (including the applicable Order Form), NbliK hereby grants to Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable (except for permitted assignments as hereinafter described) right to access and use the Service in accordance with the Documentation (as defined in Section 7.1), subject to the purchased quota (as further described in the Order Form’s pricing tiers) and solely for Customer’s internal business purposes during the Subscription Term. Customer may use NbliK’s community platform to host an online community for its own customers, but NbliK’s community platform can’t be sold as a service by the Customer to other customers. All rights not expressly granted to Customer are reserved by NbliK and its licensors. There are no implied rights.
3. Eligibility Requirements. By entering into this Agreement, Customer represents and warrants that Customer meets the following minimum requirements (“Eligibility Requirements”): (a) Customer has the necessary rights and authority to enter into and perform the obligations required of Customer under this Agreement; (b) the Customer Data (as defined herein) is and will remain within Customer’s right to use, accurate, complete and current; (c) Customer’s use of the Service will comply with all applicable laws and regulations; and (d) Customer will not infringe the rights of any third party (including without limitation any intellectual property rights or privacy rights) in its use of the Service.
4. Restrictions. Customer shall not (and shall not allow any third party to): (a) permit any third party to access or use the Service except as envisioned by the Service in its normal operation or specified herein; (b) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (c) use any unauthorized robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Service except to have copy of Customer Data and End User Data (d)frame or mirror any content forming part of the Service; or (e) access the Service in order to (f) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service. Customer shall keep all passwords and API keys provided to it safe and secure, and shall be responsible for all use of the Service using passwords or API keys issued to Customer. Customer shall notify NbliK immediately of any actual or suspected unauthorized use of its passwords or API keys for the Service. Without limiting any of its other rights or remedies, NbliK reserves the right to suspend access to the Service if NbliK reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement after providing Customer written notice remained ineffective within 15 days.
5. Customer Cooperation. Customer shall: (a) reasonably cooperate with NbliK in all matters relating to the Service; (b) respond promptly to any NbliK request to provide information, approvals, authorizations or decisions that are reasonably necessary for NbliK to provide the Service in accordance with this Agreement; and (c) provide such Customer materials or information as NbliK may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.

2. Ownership.

NbliK acknowledges and agrees that as between Customer and NbliK, all right, title and interest in and to the Customer Data and End User Data are and shall remain owned by Customer or its licensors, and this Agreement in no way conveys any right, title or interest in the Customer Data or End User Data other than a limited right to use the Customer Data and End User Data in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any NbliK trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service. Customer acknowledges and agrees that, as between NbliK and Customer, all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information other than Customer Data and End User Data) and other content on or made available through the Service, other than Customer Data, the End User Data and the Customer’s copyrights elements including logo or graphic charter), the NbliK and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by NbliK or its licensors, and this Agreement in no way conveys any right, title or interest in the Service or the NbliK other than a limited right to use the Service in accordance with this Agreement.

3. Fees; Payments; Taxes.

NbliK acknowledges and agrees that as between Customer and NbliK, all right, title and interest in and to the Customer Data and End User Data are and shall remain owned by Customer or its licensors, and this Agreement in no way conveys any right, title or interest in the Customer Data or End User Data other than a limited right to use the Customer Data and End User Data in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any NbliK trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service. Customer acknowledges and agrees that, as between NbliK and Customer, all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information other than Customer Data and End User Data) and other content on or made available through the Service, other than Customer Data, the End User Data and the Customer’s copyrights elements including logo or graphic charter), the NbliK and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by NbliK or its licensors, and this Agreement in no way conveys any right, title or interest in the Service or the NbliK other than a limited right to use the Service in accordance with this Agreement.

4. Term & Termination.

Term, Termination and Automatic Renewal. Customer’s initial subscription term for the Service commences on the date of acceptance of the applicable Order Form by NbliK and, unless sooner terminated as set forth herein, will continue for the period specified in the Order Form (the “Initial Subscription Term” or the “Subscription Term”). Notices to NbliK shall be sent to legal@nblik.com Termination for Breach. Either Party may terminate this Agreement by written notice thereof to the other Party, if the other Party materially breaches this Agreement and, where such breach is curable, has not cured such breach within 30 days’ receipt of written notice thereof. Termination for convenience. Where the Service is provided to Customer on a “free” basis, NbliK reserves the right to terminate this Agreement at any time, with or without notice to Customer. Effects of Subscription Termination; Survival. Upon any termination of this Agreement: (a) all rights granted to Customer hereunder shall terminate and NbliK shall no longer provide access to the Service to Customer, (b) Customer shall cease using the Service, and (c) NbliK shall delete all Customer Data. Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 4-10.

5. Customer Data and End User Data.

Data Generally. All account and billing information, and all data and information which the Customer, or its End Users (being its employees and any other person who it permits to use its instance of the Service) inputs into the Service (collectively, “Customer Data”) will not be used by NbliK except as permitted herein. NbliK agrees to protect Customer Data and End User Data with no less than industry-standard information security tools and procedures. Customer hereby grants to NbliK a limited, non- exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, and display the Customer Data solely in connection with providing the Service to Customer. NbliK may analyze Customer Data, and data of other customers, to create aggregated and anonymized statistics or data that do not identify Customer or any individual, household, user, browser, or device and NbliK may during and after the Subscription Term use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. NbliK shall operate the Service in a manner that provides reasonable information security for Customer Data and End User Data, using commercially reasonable data backup, security, and recovery protections. Personal data included in Customer Data and End User Data will only be processed in accordance with NbliK’s Data Processing Agreement attached as Exhibit A (“Data Processing Agreement”). Additional Customer Responsibilities. Customer is solely responsible for all Customer Data that he has himself uploaded on the NbliK’s platform excluding the content uploaded by the end users of the Customer. NbliK does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not upload or otherwise make available to NbliK any Customer Data that: (a) constitutes an infringement, misappropriation, or violation of all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights; (b) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules, or regulations; (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interferes with or disrupts the Service or servers or networks connected to the Service; (f) constitutes protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or any regulation, rule or standards issued thereunder, or constitutes similarly protected sensitive personal information under any applicable state, rule or regulation; (g) is harmful to minors in any way; (h) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (i) causes NbliK to violate any applicable law, rule or regulation, including those regarding the export of technical data. NbliK reserves the right, but has no obligation, to review any Customer Data, investigate any claim related to Customer Data, or take appropriate action, in its sole discretion, against the person (Customer or end users of the Customer) at the origin of the content that creates any liability for NbliK . Such actions may include removing, exercising any indemnity and termination rights contained herein, and reporting such Customer Data to law enforcement authorities. End User Data. All data collected through the Service from Customer’s End Users (“End User Data”) shall be used, stored and processed in accordance with the NbliK privacy policy as set out at NbliK.so/privacy-policy. For the avoidance of doubt, Customer Data includes End User Data

6. Warranty Disclaimer.

1. Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS –IS” BASIS, AND, NBLIK MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT (subject to the provisions of the article 9), (B) THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE , ACCESSIBLE, UNINTERRUPTED), TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. 2. Additional Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE “HOSTING CONTRACTOR”) AND USES THIRD PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE SERVICE (THE “HOSTING CONTRACTOR SERVICES”). ADDITIONALLY, NbliK USES THIRD PARTIES TO HELP RECEIVE PAYMENTS (“PAYMENT PROCESSOR”). NBLIK MAY CHANGE ITS HOSTING CONTRACTOR AND PAYMENT PROCESSOR AT ANY TIME. CUSTOMER’S USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR AND THE PAYMENT PROCESSOR, AS APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NBLIK SHALL NOT BE LIABLE FOR ANY PROBLEMS, FAILURES, DEFECTS OR ERRORS WITH THE SERVICE TO THE EXTENT CAUSED BY THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR. CUSTOMER ACKNOWLEDGES THAT THE FEES PAYABLE FOR THE SERVICE REFLECT THE FACT THAT NBLIK IS NOT RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR, AND THAT NBLIK COULD NOT AFFORD TO PROVIDE THE SERVICE AT THE PRICES OFFERED IF IT WERE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THE HOSTING CONTRACTOR OR PAYMENT PROCESSOR.

7. Limitations of Liability.

1. Disclaimer of Indirect Damages. EXCEPT FOR (A) CUSTOMER’S OBLIGATION TO PAY ALL AMOUNTS DUE HEREUNDER; (B) ITS INDEMNIFICATION OBLIGATIONS; AND (C) ITS BREACH OF ANY INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS OR RESTRICTIONS HEREIN (INCLUDING ANY LIMITATIONS OR RESTRICTIONS ON USE OF THE SERVICE), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS OR REVENUE) ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. 2. Damages Cap. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NBLIK’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO NBLIK DURING THE THEN-CURRENT SUBSCRIPTION TERM WHATEVER THE MOMENT OF THE THEN-CURRENT PERIOD (EXCLUDING NON-INFRINGEMENT AND CLAIM RELATED TO DATA PROTECTION). 3. Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 ARE A FUNDAMENTAL BASIS OF THE BARGAIN, THAT NBLIK HAS SET ITS FEES IN RELIANCE ON THE ENFORCEABILITY OF THESE PROVISIONS, AND THAT THEY SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

8. Indemnification.

1. NbliK Indemnification. NbliK shall defend, indemnify and hold harmless Customer and its directors, officers, and employees (“Customer Indemnified Parties”) from and against any third-party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and court costs)(collectively, “Claims”) to the extent the Service infringes, misappropriates or otherwise violates (collectively, “Infringes”) any third party intellectual property or proprietary right. 2. Customer Indemnification. Customer shall defend, indemnify and hold harmless NbliK and its directors, officers, employees, agents and providers (“NbliK Indemnified Parties”) from and against any Claims based on the Customer Data effectively uploaded by the Customer, excluding any such Claim to the extent resulting from NbliK’s use of the Customer Data in violation of this Agreement. 3. Indemnification Process. As conditions of the indemnification obligations in Sections 9.1-9.2 above: (a) the applicable Customer Indemnified Party or NbliK Indemnified Party (the “Indemnitee”) will provide the indemnifying Party (the “Indemnitor”) with prompt written notice of any Claim for which indemnification is sought (provided that failure to so notify will not remove the Indemnitor’s indemnification obligations except to the extent it is prejudiced thereby), (b) the Indemnitee will permit the Indemnitor to control the defense and settlement of such Claim, and (c) the Indemnitee will reasonably cooperate with the Indemnitor in connection with the Indemnitor’s evaluation, defense and settlement of such Claim. In defending any Claim, the Indemnitor shall use counsel reasonably satisfactory to the other Party. The Indemnitor shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of the other Party (not unreasonably withheld). 4. Exclusions. NbliK’s obligations in Section 9.1 above shall not apply to any Claim to the extent arising from or relating to (a) misuse of the Service not strictly in accordance with the documentation therefor, NbliK’s instructions, and this Agreement; (b) any modification, alteration or conversion of the Service not created or approved in writing by NbliK; (c) any combination of the Service with any computer, hardware, software or service not provided by NbliK; (d) NbliK’s compliance with specifications or other requirements of Customer; or (e) any third party data or Customer Data. If the Service is or may be subject to a Claim of Infringement described in Section 9.1 above, NbliK may, at its cost and sole discretion: (i) obtain the right for Customer to continue using the Service as contemplated herein; (ii) replace or modify the Service so that it becomes non-Infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to Customer any pre-paid fees for the Service associated with the then-current Subscription Term. NbliK’s obligations in this Section 9 shall be NbliK’s sole obligations, and Customer’s sole remedies, in the event of any Infringement of intellectual property or proprietary rights by or related to the Service

9. Confidentiality.

1. Definitions. “Confidential Information” means information that is disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) hereunder during the Subscription Term that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, including without limitation information (tangible or intangible) regarding a Party’s technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information. “Confidential Information” shall not include any information that (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (b) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, (i) the terms and conditions of this Agreement shall be deemed to be Confidential Information of both Parties; (ii) the Service and NbliK Technology shall be deemed Confidential Information of NbliK, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential; and (iii) Customer Data shall be deemed Confidential Information of Customer. 2. General Obligations. Each Party agrees that it will during the Subscription Term and thereafter a period of five (5) years (a) not disclose the other Party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (b) use the other Party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (c) disclose the other Party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 10; and (d) protect all Confidential Information of the other Party from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (i) a Party from disclosing Confidential Information of the other Party to the extent required by applicable law, rule or regulation (including a court order or other government order); provided that such Party provides the other Party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other Party to seek confidential treatment thereof, to the extent such cooperation is requested by the other Party; or (ii) a Party from disclosing the terms and conditions of this Agreement to its attorneys and financial advisors, or current or potential lenders, other sources of financing, investors or acquirers; provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 10 (provided further that such third parties are only permitted to use such information for the purpose of advising, lending or providing financing to, or investing in or acquiring, such Party, as applicable). 3. Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination of this Agreement; provided that (a) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, (b) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (c) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination. 4. Feedback. Notwithstanding the above or anything to the contrary herein, to the extent that Customer at any time provides NbliK with any feedback or suggestions regarding the Service, including potential improvements or changes thereto (collectively, “Feedback”), the Feedback shall not be considered Confidential Information of Customer, and NbliK may use, disclose and exploit the Feedback in any manner it chooses without any obligation to Customer. All Feedback provided by Customer is provided “AS IS” and without warranty or representation of any kind.

10. Miscellaneous.

1. Assignment. This Agreement and any rights or obligations hereunder may not be assigned, sublicensed or otherwise transferred by either Party without the prior written consent of the other Party (not to be unreasonably withheld or delayed), except that either Party may assign or transfer this Agreement without the other Party’s consent (i) to any of its affiliates, or (b) upon a change of control of a party, a sale of all or substantially all assets of that party, or by operation of law, in each case, by providing the non-assigning party with prior written notice thereof provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement. Customer understands and agrees that, in the event its assignment of the Agreement results in a material change in Service usage, NbliK may require a renegotiation of Service pricing. 2. Entire Agreement; Precedence; Amendment. This Agreement (including the Order Form) contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto. In the event of conflict between the terms of this Agreement and the Order Form, the Order Form will control and take precedence only with respect to pricing, payment and other such commercial matters that do not affect the Parties’ fundamental responsibilities and risk allocations herein. Each Party hereby rejects the inclusion of any pre-printed terms and conditions on any purchase orders or other such contract documents. All amendments must be in signed writing. 3. Notices. NbliK may give any notices issued in connection with this Agreement by email to Customer at the email address given by Customer when creating its account, and such notices shall be effective upon confirmation of transmission to Customer. 4. Force Majeure. Neither Party will be liable to the other Party for any failure or delay in performance by circumstances beyond its control, including, fire, labor difficulties, telecommunication failures, Internet unavailability, governmental actions or terrorism, provided that the Party seeking to rely on such circumstances gives written notice of such circumstances to the other Party and uses reasonable efforts to overcome such circumstances. 5. Choice of Law. Any question, claim or controversy arising out of or related to this Agreement (a “Dispute”) will be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to any conflicts of laws provision thereof or of any other jurisdiction that would produce a contrary result. 6. Disputes. In the event of any Dispute, the designated representatives of Customer and NbliK shall promptly confer and exert their good faith efforts to reach a reasonable and equitable resolution of such Dispute. Ifsuch representatives are unable to resolve such Dispute within five business days, the Dispute shall be referred promptly to the responsible senior management of each Party for resolution. Neither Party shall seek any other means of resolving any Dispute until both Parties’ responsible senior management have had at least five business days to resolve the Dispute. If the Parties are unable to resolve the Dispute in accordance with the foregoing procedure, then either Party may, at any time, deliver notice to the other Party of its intent to submit the Dispute to the Court of the Province of Ontario, Canada, except for provision relating to personal data of the Agreement and the Data Processing Agreement which will be submitted to the Court of Ontario, Canada. 7. Claims of Infringement. NbliK respects Customer’s copyrights and other intellectual property rights and those of other third parties. If Customer believes in good faith that Customer’s copyrighted work has been reproduced on the Service without Customer’s authorization in a way that constitutes copyright infringement, Customer may notify our designated copyright agent by mail to: NbliK Technologies, Inc., Attn: NbliK Copyright Agent, 22 Wellesley Street East, Toronto, ON M2M 0G4 / legal@NbliK.so. Please provide the following information to NbliK’s Copyright Agent: (a) the identity of the infringed work, and of the allegedly infringing work; (b) Customer’s name, address, daytime phone number, and email address, if available; (c) a statement that Customer has a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that Customer is authorized to act on behalf of the owner; and (e) Customer’s electronic or physical signature. NbliK will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the Service. 8. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. 9. Waiver. No waiver by either Party of any of the provision of this Agreement is effective unless explicitly set forth in writing and signed by such Party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 10. Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court or tribunal of competent jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this Agreement, and all other provisions of this Agreement will remain in full force and effect. 11. Interpretation. Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting and “or” shall not be exclusive

GENERAL

If any aspect of these Terms is unenforceable, the rest will remain in effect. Any amendment or waiver to our Terms must be in writing and signed by us. If we fail to enforce any aspect of these Terms, including reporting any illegal or impermissible actions to appropriate law enforcement authorities or blocking or suspending your profile, such failure to enforce our rights will not be a waiver by us. We reserve all rights not expressly granted to you.