Limited Use Agreement

Triam Security India Pvt. Ltd. (Brand Name: CleanStart) Effective Date: [•]

This Limited Use Agreement (“Agreement”) governs your access to and use of the website www.cleanstart.com (“Website”) operated by Triam Security India Pvt. Ltd., operating under its brand name “CleanStart” (“CleanStart, ” “we,” or “our”).

By accessing or using this Website, you (“User” or “you”) agree to be bound by these Terms. If you do not agree, you must not access or use the Website.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY SERVICE OR SOFTWARE OFFERED BY TRIAM SECURITY INDIA PVT. LTD. (operating under its brand name “CleanStart”). BY ACCESSING OR USING THE SERVICES OR SOFTWARE IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS, UNLESS OTHERWISE SPECIFIED HEREIN. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “CUSTOMER” AND “YOU” IN THIS AGREEMENT, EXCEPT THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Terms Applicable to the Registry and Acceptable Use Policy

1.1 Registry

To the extent you access or make use of the CleanStart repository available at the following URL: [Insert Link] (the “Registry”), you agree to the terms and conditions set forth herein. You are responsible for management of login information and access credentials, and must prevent unauthorized access or use of the Registry. You are responsible for use by any person to whom you grant access, even if unauthorized.

Any content uploaded to the Registry by you is considered Customer Data, for which you are solely responsible. You acknowledge that unauthorized third parties may gain access to or tamper with Customer Data. CleanStart is not liable for such unauthorized access unless caused by CleanStart's gross negligence or wilful misconduct.

Use of the Registry is permitted solely for the Authorized Use defined herein.

2. Limited Use Terms

Your use of the Registry, Software, and Service is limited to your internal use in India for the period authorized by CleanStart (the “Authorized Use”).

3. Terms Applicable to the Service

3.1 Access to and Scope of Service

CleanStart will use commercially reasonable efforts to provide the service made available under this Agreement (the “Service”). Subject to your compliance, you may access and use the Service for the Authorized Use.

3.2 Restrictions

You agree not to, and shall not permit others to:

• (a) remove proprietary notices;
• (b) reverse engineer or attempt to discover the Service's underlying source code or algorithms;
• (c) rent, resell, or provide access to third parties; or
• (d) use the Service to develop or offer competing products.

Any violation entitles CleanStart to suspend or terminate access immediately without liability.

3.3 Customer Data

You are solely responsible for Customer Data, including compliance with all Indian laws (including the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023). CleanStart is not responsible for unauthorized access unless due to its gross negligence or wilful misconduct.

3.4 Use of Customer Data

You grant CleanStart a limited license to use Customer Data solely to provide the Service. CleanStart has no obligation to retain Customer Data beyond thirty (30) days after termination unless required by law or agreed in writing.

3.5 Aggregated De-identified Data

CleanStart may freely use Aggregated De-identified Data for business purposes including improving, testing, operating, and marketing its services.

3.6 Personal Data

If you use the Service with personal data subject to GDPR or Indian DPDP Act, such use is permitted only if you first enter into CleanStart's Data Processing Agreement (“DPA”).

3.7 Service Suspension

CleanStart may suspend your access:

• (a) if use poses a security risk;
• (b) if you are insolvent or subject to insolvency proceedings; or
• (c) following ten (10) days' notice if you breach this Agreement.

4. Terms Applicable to the CleanStart Software

4.1 License Grant

CleanStart grants you a term-limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use CleanStart software (“Software”) solely for the Authorized Use.

4.2 License Limitations

You shall not:

• (a) exceed the license scope;
• (b) make copies or distribute the Software;
• (c) sublicense, rent, or transfer rights;
• (d) reverse engineer, except as permitted by Indian law;
• (e) modify or create derivative works;
• (f) remove intellectual property notices;
• (g) use the Software with open-source licenses that require distribution in source code;
• (h) use the Software for competing products; or
• (i) misuse CleanStart's trademarks or brand.

Unauthorized use may constitute a cognizable offence under Indian law.

5. Termination

5.1 Term

The term of this Agreement shall commence on the date You first download the Software or access the Service (the “Effective Date”), and unless terminated earlier according to this Section 5, will terminate at the end of the Authorized Use (the “Term”).

5.2 Termination

This Agreement may be terminated:

• (a) by either Party for uncured material breach within ten (10) days of written notice of such breach to the other party if the breach is remediable, or immediately upon notice if the breach is not remediable; or
• (b) by CleanStart at any time, with or without cause, by notice or by suspending access.

5.3 Effect of Termination

Upon termination, you must immediately cease use of the Registry, Service, and Software. CleanStart is not obligated to return Customer Data unless legally required and expressly requested within 15 days.

5.4 Survival

The following provisions will survive termination of this Agreement: Sections 3.4 (Use of Customer Data), 3.5 (Aggregated De-Identified Data), 5.3 (Effect of Termination), Section 5.4 (Survival), Section 6 (Confidentiality and Ownership), Section 9 (Limitation of Liability), Section 10 (Miscellaneous).

6. Confidentiality and Ownership

6.1 Confidentiality

During the term of this Agreement, either party may provide the other party with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by the disclosing party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the receiving party reasonably should have known was the Confidential Information of the disclosing party, shall be considered Confidential Information. This Agreement is Confidential Information, and all pricing terms are CleanStart Confidential Information. The receiving party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the receiving party independently from and without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was in the receiving party's lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information as required by law or court order provided that the receiving party provides the disclosing party with prompt written notice thereof and uses the receiving party's best efforts to limit disclosure. At any time, upon the disclosing party's written request, the receiving party shall return to the disclosing party all of the disclosing party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

6.2 Ownership

CleanStart retains all right, title, and interest in and to the Registry, Service, Software, and any software, products, works or other intellectual property created, used, provided or made available by CleanStart under or in connection with the Registry, Service or Software.

6.3 Feedback

Customer may from time to time provide suggestions, comments or other feedback to CleanStart with respect to the Registry, Service or Software (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for CleanStart notwithstanding anything else. Customer shall, and hereby does, grant to CleanStart a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair CleanStart's right to develop, acquire, license, market, promote or distribute products, services, software or technologies that perform the same or similar functions as, or otherwise compete with, any products, software or technologies that Customer may develop, produce, market, or distribute.

7. Indemnification

Customer shall indemnify, defend, and hold harmless CleanStart, its affiliates, and representatives, and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees), or governmental proceedings (including under Indian IT and data protection laws) arising out of or relating to any third party claim with respect to:

• (a) Customer Data;
• (b) breach of this Agreement or violation of applicable law by Customer;
• (c) alleged infringement or misappropriation of third-party intellectual property rights resulting from Customer Data; or
• (d) breach of, or non-compliance with, the AUP.

8. Warranty Disclaimer

CleanStart does not represent or warrant that the operation of the Registry, Service or Software (or any portion thereof) will be uninterrupted or error free, or that the Registry, Service or Software (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by CleanStart. CUSTOMER ACKNOWLEDGES THAT CLEANSTART MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE REGISTRY, SERVICE OR SOFTWARE, OR THEIR CONDITION. CLEANSTART HEREBY EXPRESSLY EXCLUDES ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

9. Limitation of Liability

IN NO EVENT SHALL CLEANSTART BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. CLEANSTART'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE LAKH (INR 1,00,000).

10. Miscellaneous

10.1 Export Control

Customer shall comply with Indian and applicable export/import control laws.

10.2 Compliance with Laws

Customer shall comply with all applicable Indian laws including the IT Act 2000, DPDP Act 2023, and privacy regulations.

Customer shall comply with all applicable laws and regulations in its use of the Registry and any Software or Service, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. Customer shall, at its own expense, defend, indemnify and hold harmless CleanStart from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by CleanStart arising from any claim or assertion by any third party of violation of privacy laws or regulations by Customer or any of its agents, officers, directors or employees.

10.3 Assignment

Neither party may transfer or assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, CleanStart may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets. Any attempted assignment in violation of the foregoing shall be null and void.

10.4 Force Majeure

Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a “Force Majeure”).

10.5 Notices

Notices must be in writing and delivered by courier, registered post, or recognized delivery service.

10.6 No Agency

Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Customer does not have any authority of any kind to bind CleanStart.

10.7 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts at [Insert City - e.g., New Delhi or Gurugram], India.

10.8 Publicity

Customer hereby grants CleanStart the right to identify Customer as a CleanStart customer, and use Customer's name, mark and logo on CleanStart's website and in CleanStart's marketing materials with respect to the same without royalty or compensation.

10.9 Updated Agreement

CleanStart reserves the right to update this Agreement at any time. The terms and conditions of the updated version of the Agreement shall apply to the Registry, Services and Software following the date of publication of the updated version on CleanStart's website at the following URL: [www.cleanstart.com]. If Customer does not agree with any terms of the updated Agreement, Customer may not use or access the Registry, Service or Software in any manner.

10.10 Contact Information

Triam Security India Pvt. Ltd. (Brand Name: CleanStart) [Registered Office Address] Email: legal@cleanstart.com

10.11 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided in this Agreement. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.