1. “Account” means a unique account created for Subscriber to access the ClicFlyer Services.
2. “Add-On Services” means additional services that may be added to the Pay per Flyer Click Subscription Services such as Offer Bank Subscription Services, Analytics Subscription Services etc.
3. “Advertising and Notification Services” means the action or business of promoting products or services, including market research and notifying users of any subscriber promotions by electronic or any other means available.
4. “Analytics Subscription Services” means on-line analytics services on subscriber’s flyer and offers.
5.  “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
6. “ClicFlyer App” means the ClicFlyer application (mobile and desktop” developed by Bodmas.
7.  “Offer Bank Services” means access to ClicFlyer offer bank based on the subscription model to view subscribers and/or competitor Flyers/offers available on the ClicFlyer App.
8. “Professional Services” means time-and-materials services provided to Subscriber, such as, consulting services, onboarding support, etc.
9. “Scope Limitations” means the limitations on Subscriber’s use of the Subscription Services specified in one or more applicable Service Orders. Scope Limitations may include limits on the volume of data processed by the Subscription Services, and/or a maximum number of user profiles, or such other limits as are set forth in the Service Order.
10. “Service Order” means a document setting out the specific details of one or more specific Bodmas Services to be provided to Subscriber, which is agreed upon and signed by both parties.
11.  “Bodmas Services” means, collectively, Subscription Services, Advertising & Notification Services, Add-On Services, and Professional Services.
12. “Pay Per Flyer Click Subscription Services” means the services of hosting the Subscriber’s Flyers/offers on the ClicFlyer app, as identified in one or more Service Orders. The Pay Per Flyer Click Subscription Services include the use of web-based applications, technical support, and documentation such as user manuals and online help files.
13. “User” means an individual who has downloaded the “ClicFlyer App”

1. Service Orders. Subscriber must enter into a separate Service Order for each service. Once executed by both parties, each Service Order will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other Service Orders. If there is a conflict between the terms of this Agreement and the terms of a Service Order, the terms of this Agreement will control unless the Service Order states that a specific provision of this Agreement will be superseded by a specific provision of the Service Order. Bodmas will provide, and Subscriber will pay for, all Bodmas Services set out in each Service Order, subject to the terms of the Service Order and this Agreement.
2. Service Order Type. Service Orders will be one of the following types:
   1. New: A new Service Order sets forth the Bodmas Services and applicable Scope Limitations and fees and charges for services provided under the service order.
   2. Amendment: An amendment to a Service Order modifies an existing Service Order (e.g., to change the scope, add Add-On Services, Advertising & Notification Services or add Professional Services). The amendment will apply for the remainder of the term of the Service Order(s). For the avoidance of doubt, Subscriber must pay all outstanding fees for usage prior to the Service Order amendment date in accordance with the terms set forth in the previous Service Order(s).
   3. Renewal: A renewal renews Subscriber’s existing Bodmas Service subscription.

Service Orders must be executed by both parties to be valid.

1. Use of the Bodmas Services. Subject to the terms and conditions of this Agreement, Bodmas grants to Subscriber a limited, Location based, non-exclusive, non-transferable right during the term of each Service Order to use the Bodmas Services set out therein. Subscriber’s right to use the Bodmas Services is subject to the Scope Limitations and contingent upon Subscriber’s compliance with the Scope Limitations, the terms of the Service Order and this Agreement. If the Service Order permits usage by Affiliates, such Affiliates may use the Bodmas Services in accordance with the terms of this Agreement. Subscriber will be liable for all use of the Bodmas Services by its Affiliates.
2. Access and Users Groups. Subscriber is responsible for managing access to its Account. Subscriber may permit its agents or service providers to access the Bodmas Services through its Account, where specifically provided for in the Service order for a specific service provided that Subscriber ensures that any person or entity using its Account comply with the terms of this Agreement, and that Subscriber remains responsible for any action taken using its Account. If the Scope Limitations include limits on the number of users, Subscriber will ensure that each user is issued its own credentials and that credentials are not shared by more than one user.
3. Technical Support Services. For so long as Subscriber is current with its payment of the fees specified in the applicable Service Order, Bodmas will provide Subscriber with technical support services relating to the Bodmas Services by email from 8.30am-4.30pm United Arab Emirates Standard Time (UTC +4hr), Monday through Friday, excluding local holidays.
4.  Use Restrictions- Subscriber may use the Bodmas Services solely for its own internal business operations. Subscriber may not resell Bodmas Services to third parties. Except as otherwise explicitly provided in this Agreement and/or applicable Service Order, or as may be expressly permitted by applicable law, Subscriber will not, and will not permit or authorize third parties to: (a) rent, lease, or otherwise permit third parties to use the Bodmas Services; (b) use the Bodmas Services to provide services to third parties (e.g., as a service bureau); (c) circumvent or disable any security or other technological features or measures of the Bodmas Services, or (d) reverse engineer any element of the Bodmas Service and ClicFlyer App, or use the Bodmas Services or any of Bodmas ’s Confidential Information (as defined below) to create a product that competes with the Bodmas Services.
5. Compliance with Laws. Subscriber will use the Bodmas Services in compliance with all applicable laws and regulations and in a manner that does not infringe on the rights of any third party.
6.  Protection Against Unauthorized Use- Subscriber will use reasonable efforts to prevent any unauthorized use of the Bodmas Services and immediately notify Bodmas in writing of any unauthorized use that comes to Subscriber’s attention. If there is unauthorized use by anyone who obtained access to the Bodmas Services directly or indirectly through Subscriber, Subscriber will take all steps reasonably necessary to terminate the unauthorized use. Subscriber will cooperate and assist with any actions taken by Bodmas to prevent or terminate unauthorized use of the Bodmas Services.
7.  Right to Suspend Services. Bodmas may suspend Subscriber’s or any Affiliate’s use of the Bodmas Services if Bodmas reasonably and in good faith believes such suspension is necessary to prevent unauthorized use of the Bodmas Services or to prevent an ongoing violation of any applicable laws or regulations.  Bodmas will use commercially reasonable efforts to notify Subscriber prior to any such suspension and will only suspend the Bodmas Services to the extent necessary to prevent such unauthorized use or violation. In addition, if Subscriber fails to timely pay any fees in accordance with the terms of this Agreement and/or any Service Order, Bodmas may, without limitation to any of its other rights or remedies, suspend performance of the Bodmas Services until it receives all amounts due.
8.  Reservation of Rights. Bodmas grants to Subscriber a limited right to use the Bodmas Services under this Agreement. Subscriber will not have any rights to the Bodmas Services except as expressly granted in this Agreement. Bodmas reserves to itself and its licensors all rights to the Bodmas Services not expressly granted to Subscriber in accordance with this Agreement. Bodmas and its licensors retain all copyright, patent, and other intellectual property rights in and to the Bodmas Services and the ClicFlyer App.

1. Fees. Subscriber will pay Bodmas the fees specified in each applicable Service Order. If Subscriber orders additional Bodmas Services or changes the Bodmas Services it is receiving, the fees for such additional or changed services will commence on the activation date listed in the Service Order and will be reflected on Subscriber’s invoice. Partial months will not be prorated. All amounts payable under this Agreement are denominated in United States dollars, and Subscriber will pay all such amounts in United States dollars or in any other currency as acceptable to Bodmas.
2. Payment Terms. Unless otherwise specified in the applicable Service Order, Subscriber will pay all amounts due within Fifteen (15) days of the date of the applicable invoice, except for amounts subject to a good faith dispute, provided that Subscriber notify Bodmas of any such dispute in writing prior to the date they would otherwise be due, and that Subscriber cooperates with Bodmas in promptly resolving such dispute. Any amount not paid when due will be subject to finance charges equal to two percent (2.0%) of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Subscriber will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Bodmas to collect any amount that is not paid when due. Amounts due from Subscriber under this Agreement may not be withheld or offset by Subscriber against amounts due to Subscriber for any reason.
3. Subscription Plans; The Subscription Services may include a “Base Plan” or Slab structure which is subject to the Scope Limitations and volume limitations set forth in the applicable Service Order. If Subscriber exceeds these limits a supplemental invoice will be raised for the additions.
4.  Taxes. Other than net income taxes imposed on Bodmas, Subscriber will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from its purchase or use of the Bodmas Services. Taxes will not be deducted from or set off against the fees set forth in the applicable Service Order.

1.  Agreement Term. This Agreement commences on the Effective Date and will remain in effect while any Service Orders are outstanding.
2. Service Order Term. Each Service Order will commence on the specified effective date and will continue for the initial term specified in the applicable Service Order (“Initial Term”) unless the Service Order is terminated earlier in accordance with the terms of this Agreement.
3.  Auto-renewal. The Service Order will automatically renew for additional successive one-year terms unless either party provides written notice to the other at least thirty (30) days before the end of the then-current term that it does not want to renew. The Initial Term and any auto-renewal terms shall be, collectively, the “Term.”
4. Termination for Cause. Either party may terminate a Service Order or this Agreement
   1. upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or
   2. immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
5.  Post-Termination Obligations. If this Agreement or a Service Order is terminated for any reason, Subscriber will pay to Bodmas any fees or other amounts that have accrued prior to the effective date of the termination, any and all liabilities accrued prior to the effective date of the termination will survive, Subscriber will discontinue all use of the Bodmas Services. All provisions of this Agreement that, by their nature, are intended to survive termination (including those related to third party claims and limitations on liability) will remain in effect.

1. Definition of Confidential Information. For the purpose of this Agreement, “Confidential Information” means non-public information of Bodmas or Subscriber disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, or any other information which a reasonable person would consider confidential and/or which is marked “confidential” or “proprietary” or some similar designation by the disclosing party or which is of a confidential nature even though not specifically so designated. Confidential Information will not, however, include any information that
   1. was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
   2. becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
   3. is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records;
   4. is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
2. Protection of Confidential Information. Each of the parties agrees:
   1. not to disclose any of the other party’s Confidential Information to any third parties except as mandated by law and except to those agents, advisors, or subcontractors who have a reasonable need to access such information, and who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement;
   2. not to use any of the other party’s Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement; and
   3. to keep the other party’s Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. These obligations shall survive termination of this Agreement. If a party is required by law to disclose the other party’s Confidential Information, it will promptly notify the other party (providing notice prior to disclosure if permitted by law), and provide reasonable assistance in seeking protection of such Confidential Information.

1. The Services and Materials are provided “AS IS” basis. Subscriber is solely responsible for its use of the Services and the Materials, including any decisions or other actions taken (or not taken) in connection therewith or based thereon.
2. None of Bodmas or its Affiliates, nor their respective officers, directors, employees, representatives or agents (collectively, including Bodmas, the “Bodmas Parties”) make any express or implied warranties or representations with respect to the Services or otherwise under this Agreement, except as otherwise expressly provided herein.
3. The Bodmas Parties are not liable to Subscriber, any of its affiliates, nor any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any Subscriber of, or investor or participant in, Subscriber or its affiliates or any fund, pooled vehicle, security or other investment regarding which Subscriber’s affiliates provide services or is otherwise associated or any Permitted Persons (collectively, including Subscriber, the “Subscriber Parties”), for any losses, damages, costs, expenses or any other matter arising out of or relating to the Services, the Materials or this Agreement, including any decisions or other actions taken (or not taken) by any Subscriber Party or any third party in connection therewith, except for their failure to exercise reasonable care in the performance of their duties hereunder and for loss arising from their negligence or willful misconduct.
4. In the absence of Bodmas Parties’ negligence or willful misconduct or fraud, Subscriber shall indemnify and hold the Bodmas Parties harmless from and against any and all losses, damages, liabilities, actions, suits, claims, costs and expenses, including reasonable legal fees and costs of investigation (each, a “Claim”) suffered or incurred by such Bodmas Party arising out of or relating to the Services, the Materials or this Agreement, including any decisions or other actions taken (or not taken) by any Subscriber Party, or any third party, in connection therewith, including Subscriber’s, or any Subscriber Party’s or other third party’s, use of the Services, or Subscriber’s, any Subscriber Party’s or other third party’s use or redistribution of the Materials
5. In the event, any Bodmas Party is held liable for any reason as to any Service, the Materials or this Agreement, the aggregate of such liability shall be limited to the direct damages suffered by Subscriber not to exceed the aggregate amount of fees paid by Subscriber to Bodmas for the relevant Service for the 12 months preceding the occurrence of the first event giving rise to any such direct damages.
6. In no event shall a Party be liable to the other Party or any third party for any indirect, special or consequential loss or damage, howsoever arising in connection with the Services, the Materials or this Agreement.
7. Neither Party shall be liable to the other Party or any third party for losses, damages, costs or expenses resulting from (i) any acts of God, fires, floods, or other disturbances of nature, epidemics, strikes, riots, nationalization, expropriation, terrorism or insurrection, or (ii) other happenings or events beyond the reasonable control of the Party affected.

1. Subscriber will defend Bodmas from any actual or threatened third party Claim arising out of or based upon Subscriber’s breach of Section 3, and indemnify Bodmas from all damages, costs, and attorneys’ fees finally awarded in any such Claim or all amounts that Subscriber agrees to pay to any third party to settle any such Claim. Subscriber’s obligation under this section is contingent on:
   1. Bodmas giving Subscriber prompt written notice of the Claim;
   2.  Bodmas granting Subscriber full and complete control over the defense and settlement of the Claim;
   3. Bodmas providing assistance in connection with the defense and settlement of the Claim as Subscriber may reasonably request; and
   4. Bodmas ’s compliance with any settlement or court order made in connection with the Claim, provided that Subscriber may not agree to any settlement that imposes any obligation on Bodmas without Bodmas ’s consent. Bodmas will not defend or settle any Claim eligible for indemnification under this section without Subscriber’s prior written consent.

1. Relationship. This Agreement will not be interpreted or construed as:
   1. creating or evidencing any association, joint venture, partnership, or franchise between the parties;
   2. imposing any partnership or franchise obligation or liability on either party; or
   3. prohibiting or restricting either party from collecting, licensing, or otherwise dealing in data or information from any third party.
2. Subcontractors. Bodmas may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Bodmas remains responsible for all of its obligations under this Agreement.
3. Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by fax, e-mail, registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the signature page of this Agreement (or the applicable Service Order). Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier or sending an email or fax.
4.  Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
5.  Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of India and under the Jurisdiction of the courts in Gurugram, Haryana.
6. Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
7. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Bodmas Services under this Agreement is found to be illegal, unenforceable, or invalid, Subscriber’s right to use the Bodmas Services will immediately terminate.
8. Entire Agreement. This Agreement, including the applicable Service Orders, is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the Bodmas Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed, nor does it affect the validity of any agreements between the parties relating to professional services relating to the Bodmas Services that Bodmas may provide. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Bodmas will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Bodmas specifically agrees to such provision in writing and signed by an authorized agent of Bodmas. This Agreement may be executed in multiple counterparts, and may be signed electronically or via facsimile.
9. Marketing. Service Provider may use Subscriber’s name and logo on Service Provider’s website, Social Media channels and other marketing materials solely to identify Subscriber as a Customer of Service Provider (without revealing any Confidential Information).