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MASTER SUBSCRIPTION AGREEMENT

Version 1 — Effective July, 2026

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT” OR “MSA”) GOVERNS THE ACCESS TO AND USE OF THE SERVICES BY THE ENTITY OR PERSON THAT HAS EXECUTED AN ORDERING DOCUMENT REFERENCING THIS AGREEMENT (“CUSTOMER”), WHERE SUCH SERVICES ARE MADE AVAILABLE BY INCANUS TECHNOLOGIES PRIVATE LIMITED, HAVING ITS REGISTERED OFFICE AT  SONA TOWERS, 2ND FLOOR, NO.2, 26, 27 AND 3 KRISHNA NAGAR INDUSTRIAL AREA, HOSUR RD, BENGALURU, KARNATAKA 560029 (“KOYO”, “COMPANY” OR “PROVIDER”).

BY EXECUTING AN ORDERING DOCUMENT THAT REFERENCES THIS AGREEMENT, BY CLICKING A BOX INDICATING ACCEPTANCE, OR BY ACCESSING OR USING ANY PART OF THE SERVICE, CUSTOMER AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES, IN WHICH CASE “CUSTOMER” REFERS TO SUCH ENTITY AND ITS AFFILIATES. IF THE ACCEPTING INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS, SUCH INDIVIDUAL AND THE ENTITY THEY REPRESENT MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

CUSTOMER MAY NOT ACCESS THE SERVICE IF CUSTOMER IS A DIRECT COMPETITOR OF NEWTON SCHOOL, EXCEPT WITH NEWTON SCHOOL'S PRIOR WRITTEN CONSENT, AND MAY NOT ACCESS THE SERVICE FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY BENCHMARKING OR COMPETITIVE PURPOSE.

This Agreement is effective between Newton School and Customer as of the date Customer accepts this Agreement in the manner described above (the “Effective Date”), and applies to each Ordering Document executed by the Parties that references this Agreement.

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DEFINITIONS: 

1.1 “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with the subject entity, with “control” meaning the direct or indirect control of a majority of the voting power of the subject entity or the power to direct the management of that entity.

1.2 "AI Features" means features or functionality of the Platform that make use of artificial intelligence, machine learning, or similar technologies.

1.3 “Candidate” means an individual invited by Customer to use the Platform as the subject of an evaluation, screening, and/or assessment by Customer in connection with Customer’s use of the Platform. A Candidate is not deemed a “User” under this Agreement.

1.4 “Customer Data” means all data, information, content, and/or materials that Customer or its Users or Candidates input or provide through the Platform in connection with Customer’s use of the Platform, excluding all Usage Data.

1.5 “Documentation” means any usage guides, product and feature specifications, or technical documentation that Company makes available in connection with or through the Platform.

1.6 “Intellectual Property Rights” means all copyright, trademark, trade secret, patent, publicity or other similar rights (whether or not registered or issued) under the laws of any jurisdiction.

1.7 “Ordering Document” means ordering document, proposal, quotation, statement of work, order form, proforma invoice, or other document executed, accepted, or issued by the Company and agreed to by the Customer. 

1.8 “Platform” means the Company’s hosted, cloud-based software-as-a-service solution made available to the Customer on a subscription basis.

1.9 “Services” means any support, onboarding, training, implementation assistance, or other ancillary services provided by the Company solely in connection with the Customer’s access to and use of the Platform. For clarity, the Platform itself does not constitute Services.

1.10 “Usage Data” means any data derived from use of the Platform that is collected or processed in an aggregated and anonymized format such that Customer and individual Users and Candidates are not identifiable.

1.11 “User” means Customer’s employees or contractors who are granted access by Customer to use and access the Platform as permitted by this Agreement.

1.12 “Subscription Term” means the period during which Customer is entitled to access the Service, as specified in the applicable Ordering Document.

AGREEMENT STRUCTURE; ORDERING DOCUMENT

2.1  This Agreement sets out the general terms and conditions applicable to Customer's access to and use of the Service. This Agreement, together with each Ordering Document and its exhibits, attachments and schedules (including Exhibit A hereto), collectively constitute the entire agreement between the Parties with respect to the Service (the “Agreement”). Each Ordering Document is expressly incorporated into, and governed by, this Agreement.

2.2  This MSA is not, by itself, an order for Services and does not obligate either Party to purchase or provide any Service. No Service will be provided, and no fee will become payable, except pursuant to a duly executed Ordering Document. All Customer-specific commercial and operational details including Customer's legal name and address, the Services purchased, number of Admins and End Users, Fees payable for the Platform and Services, and Subscription Term shall be set out solely in the applicable Ordering Document and shall not form part of this Agreement.

2.3  In the event of any direct conflict, inconsistency, or ambiguity between the components of this Agreement and Ordering Document, the applicable Ordering Document solely regarding the specific commercial, pricing, subscription terms, deliverables, features and custom operational terms explicitly detailed therein shall take precedence. 

2.4 The Customer may procure Services under this Agreement for itself and on behalf of its Affiliates. Customer is responsible for the acts and omissions of any Affiliate that receives the benefit of the Services under an Ordering Document but is not a signatory to it.

PLATFORM ACCESS AND USE

2.1.  Subject to the terms of this Agreement and timely payment of Fees, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, limited subscription right during the Term to permit its authorized Users to access and use the Platform solely for the Customer’s internal business purposes. Customer and its Users will use the Platform solely for Customer’s internal business purposes and in accordance with the rights and limitations of the Agreement. User licenses must be designated to a single individual and may not be shared or accessed by multiple individuals or of a generic nature and may only be reassigned during the Term to a new User replacing one who will no longer use the Platform.

2.2.  The Customer shall not, and shall not permit any User or third party to: 

(a) use the Platform in violation of applicable law; 

(b) interfere with or disrupt the integrity, security, or performance of the Platform, including introducing malicious code; 

(c) upload or process any data without necessary rights or that infringes any third-party rights; 

(d) copy, modify, reverse engineer, decompile, distribute, or create derivative works of the Platform; 

(e) access or use the Platform to benchmark, build, train, or develop a competing product, service, or AI/ML model; 

(f) integrate or connect the Platform with any third-party software or system except as expressly permitted by the Company; or

(g) access or use the Platform for benchmarking, scraping, data extraction, API abuse, or similar activities, 

Any violation of this clause shall constitute a material breach of this Agreement, and the Company may, without prejudice to its other rights and remedies, immediately suspend access to the Platform and/or terminate this Agreement upon written notice to the Customer, without liability or obligation to refund any Fees.

2.3.  The Company shall host and maintain the Platform and provide support Services in accordance with the service levels, if any, set forth in Schedule I.

2.4. The Company may from time to time update, enhance, or modify the Platform, provided such changes do not materially reduce the overall functionality of the Platform during the applicable Term.

2.5.  Customer is solely responsible for ensuring its Users and its Customer Data comply with the terms of this Agreement.  Any action taken by a User with respect to the Platform will be deemed an action taken by the Customer. The Company reserves the right (but will not have the obligation) to monitor use of the Platform for compliance with the  Agreement.

2.6.  Customer acknowledges and agrees that: (i) due to the nature of artificial intelligence and machine learning, information generated by AI Features may be incorrect or inaccurate; (ii) the AI Features are not intended as a substitute for human discretion or human decision making, and Customer is solely responsible for ensuring human oversight and validation in connection with Customer's use of the AI Features; and (iii) Customer is solely responsible for verifying the Output is suitable for Customer's intended use and for all decisions Customer makes based on the Output. The Customer acknowledges that AI-generated outputs may contain inaccuracies, omissions, hallucinations, or biased results and shall not be relied upon as the sole basis for any employment, hiring, promotion, compensation, termination, or other personnel decision. 

2.7 As between the Company and Customer, all data, information, content, and materials that Customer inputs into the AI Feature (“Input”) and that the AI Feature outputs based on the Input (“Output”) are Customer Data owned by Customer. 

2.8 Any deliverables, integrations, reports, customizations, support commitments, implementation activities, professional services, or other work not expressly described in the applicable Ordering Document shall be deemed out of scope and may be subject to additional fees and separate written agreement between the Parties. ‍

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CONSIDERATION: 

3.1 The Customer shall pay the Company the fees specified in the Ordering Document (“Fees”). All payment-related terms, including invoicing, payment timelines, overage charges, and any revision of Fees, shall be as set out in the Ordering Document.

3.2 Any undisputed invoice not paid by the due date shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. 

3.3 If any undisputed Fees remain overdue for more than ten (10) calendar days past their specified due date, the Company reserves the right to immediately suspend the Customer’s access to the Platform and pause all active Services. The Company will provide at least forty-eight (48) hours' prior electronic notice before initiating a suspension. Suspension of access shall not relieve the Customer of its obligation to pay all outstanding balances, nor shall it constitute a termination of this Agreement. Full platform access will be restored promptly upon receipt of all past-due amounts. 

DATA SECURITY AND PRIVACY: 

4.1 The Company shall implement and maintain reasonable administrative, technical, and organizational security measures designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. 

4.2 To the extent the Company processes personal data on behalf of the Customer, such processing shall be governed by the Data Processing Addendum (“DPA”) forming part of this Agreement.

4.3 The Customer acknowledges that it is solely responsible for the legality, accuracy, and collection of Customer Data, including providing all required notices and obtaining all necessary consents from its Users or end users in accordance with Applicable Law.

INTELLECTUAL PROPERTY:

5.1 As between the Company and Customer, except for the rights granted by the Agreement: (a) Customer owns and retains all its rights, title, and interest in and to all Customer Data and all Intellectual Property Rights therein; and (b) The Company, its Affiliates, and its licensors own and retain all their respective rights, title, and interest in and to all Usage Data and the Platform and all Intellectual Property Rights therein.

5.2. Customer grants the Company and its Affiliates a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license solely to: (a) use, host, process, copy, transmit, and display Customer Data in connection with performance of its obligations under this Agreement; and (b) use and incorporate into the Platform in perpetuity the results of any feedback or suggestions provided by Customer regarding the Platform.  

5.3 Nothing in this Agreement shall be construed as a “work made for hire” arrangement. All rights, title, and interest in and to the Platform, Documentation, and all related materials, enhancements, modifications, updates, and derivatives thereof shall at all times remain solely with the Company and its licensors. Except for the limited access rights expressly granted under this Agreement, no intellectual property rights are transferred or assigned to the Customer.

5.4 If the Customer or any User provides any suggestions, ideas, feedback, or recommendations regarding the Platform or Services (“Feedback”), the Customer hereby assigns to the Company all rights, title, and interest in such Feedback on a perpetual, irrevocable, worldwide, royalty-free basis, and the Company shall be free to use, modify, and incorporate such Feedback without restriction or obligation to the Customer.

5.5 During the Term, Company may identify Customer as a customer of Company and use Customer's name, logo, and trademark solely for customer lists, website references, sales materials, investor materials, and other marketing purposes, subject to any trademark usage guidelines provided by Customer. 

CONFIDENTIALITY:

6.1. “Confidential Information” means any information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is identified as confidential or should reasonably be understood to be confidential due to the nature of the information and the circumstances of the disclosure, including but not limited to trade secrets, patents, patent applications, copyrights, know-how, processes, ideas, inventions (whether patentable or not), formulas, computer programs, databases, employees details, customer (including service professionals registered on UC’s platform) details (including but not limited to name, date of birth, earnings, ratings, identification documents etc), vendor details, any development plans, supplier information, forecasts, strategies, business plans, analyses, forecasts, predictions, projections, intellectual property, contracts, proposals, documents, mechanical and electronic design drawings, specifications, software, technical or engineering data, test procedures, schematics, writings, materials, methods, operations, procedures, know-how, financial information, personal information about or in relation to customers, financial statements and other business data which may or may not include personal identifiable information (“PII”).  

6.2 Confidential Information does not include any information that is: (a) known to the Receiving Party or within its possession prior to disclosure by the Disclosing Party; (b) made available to the public through no act or omission of the Receiving Party; (c) disclosed to the Receiving Party on a non-confidential basis by a third party having the right to make that disclosure; or (d) independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information.

6.3. The Disclosing Party is not under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. All Confidential Information is provided on an “as is” basis and without any warranty, express, implied or otherwise, regarding its accuracy, completeness or performance. The Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Confidential Information and the Receiving Party agrees that the Disclosing Party and its employees and agents shall have no liability to the Receiving Party resulting from any use of the Confidential Information.

6.4. The Receiving Party will keep the Disclosing Party’s Confidential Information confidential, exercising the same degree of care to do so that the Receiving Party exercises to keep confidential its own Confidential information of similar type and importance, but no less than reasonable care. The Receiving Party will not disclose Confidential Information of the Disclosing Party to a third party, except: (a) with the Disclosing Party’s prior written consent; (b) to the employees, directors, officers, attorneys, accountants, agents, or contractors of the Receiving Party or its Affiliates who need to know the Confidential Information for purposes consistent with this Agreement and who have agreed to keep the Confidential Information confidential under terms no less protective thereof than the terms of this Agreement; or (c) as required by law or by order of a court or adjudicator of competent jurisdiction, in which case the Receiving Party will, prior to any disclosure, promptly provide the Disclosing Party with written notice of the required disclosure such that the Disclosing Party will have the opportunity to contest or limit the scope of the disclosure and, if disclosure is nonetheless required, will reasonably cooperate (at the Disclosing Party’s expense) with the Disclosing Party’s reasonable and lawful requests related thereto.

6.5. The Receiving Party’s obligation with respect to confidentiality (other than PII) shall survive for a period of four (4) years from the expiry or earlier termination of this Agreement. The Receiving Party shall keep all PII received from the Discloser confidential in perpetuity. Notwithstanding the foregoing, all rights of a Receiving Party to use the Confidential Information of the Disclosing Party shall automatically terminate upon any merger, stock acquisition, or corporate reorganization of the Receiving Party, or sale of all or substantially all of the Receiving Party’s assets, where the surviving or controlling entity after the transaction is a direct competitor of the Disclosing Party. Upon any termination/ expiry of this Agreement, such original and all copies of all or any part thereof of all tangible materials embodying Confidential Information of the Disclosing Party disclosed to the  Receiving Party, pursuant to this Agreement shall be returned promptly by the Receiving Party to the Disclosing Party or destroyed permanently upon request by the Disclosing Party in accordance with the written instructions of the Disclosing Party.

TERM

7.1 Term of this Agreement is effective as of the date Customer accepts this Agreement and shall remain in force for a period of one (1) year, unless earlier terminated in accordance with this Agreement (“Term”). Thereafter, this MSA shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 During the Term, the Parties may enter into one or more Ordering Documents. Each Ordering Document shall be governed by and incorporated into this MSA. The applicable services, fees, usage limits, subscription period (if any), and other commercial terms shall be as specified in the relevant Ordering Document.

7.3 Unless otherwise specified in the applicable Ordering Document, access to the Platform and Services purchased under an Ordering Document shall continue until the relevant Services have been delivered, consumed, completed, or otherwise exhausted in accordance with the nature of such Services.

7.4 The expiration, completion, cancellation, or termination of any individual Ordering Document shall not affect the validity or continuation of this MSA or any other Ordering Document then in effect.

7.5 Upon termination of this MSA, no new Ordering Documents may be entered into under this MSA; however, unless otherwise agreed by the Parties, any Ordering Document in effect as of the date of such termination shall continue to be governed by this MSA until such Ordering Document expires, is completed, or is otherwise terminated in accordance with its terms.

TERMINATION 

8.1. Subject to Section 8.4 of this Agreement, each party may terminate this Agreement by giving written notice to the other party if: 

  1. the other party materially breaches this Agreement and fails to cure the breach within 7 days after being given written notice thereof (or if it is not reasonably possible to remedy the breach within 7 days, within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever steps are available to it to commence remedying the breach); or 
  2. the other party is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

8.2. The Company may terminate this Agreement immediately upon written notice to the Customer if (i) the Customer or any User materially breaches this Agreement or misuses the Platform, (ii) the Customer’s or any User’s use of the Platform poses a security risk or adversely affects the Platform or other users, or (iii) continued provision of the Platform is prohibited by applicable law or a governmental or court order. The Company may first suspend access to the Platform in such circumstances, and failure to cure such an event within a reasonable period following suspension shall entitle the Company to terminate this Agreement without liability or refund of Fees.

8.3 Termination of this Agreement shall not, by itself, terminate any Ordering Document that is in effect on the date of termination, unless expressly stated in the notice of termination or otherwise agreed by the Parties. Any such Ordering Document shall continue in accordance with its terms, and the provisions of this MSA necessary to give effect thereto shall survive for that purpose.

8.4 Effects of Termination 

8.4.1 On termination of this Agreement for any reason, Customer will (i) immediately cease use of the Platform and any related Services (except that the Admin may continue to access the Platform for a reasonable time following the termination of this Agreement solely for the purpose of complying with Customer’s obligations hereunder); and (ii) all payments will be accelerated and become due and payable. Notwithstanding the foregoing, as of termination. Customer is solely responsible for any communications between Customer and any end User.

8.4.2. If this MSA is terminated by Customer due to an uncured material breach by Company, Company shall refund the total prepaid fees for any complete months remaining of the applicable Term, as at the date of such termination.

8.4.3 Upon the expiration or termination of this Agreement for any reason, the provisions that by their nature are intended to continue shall survive, explicitly including Section 3 (Consideration - for accrued, unpaid fees), Section 5 (Intellectual Property), Section 6 (Confidential Information), Section 8.4 (Effects of Termination), Section 9 (Indemnity), Section 12 (Limitation of Liability), and Section 13 (Miscellaneous). 

8.4.4 For the avoidance of doubt, no refunds shall be payable in respect of any one-day or short-duration subscription, except where expressly agreed in writing.

INDEMNITY

9.1. The Customer shall indemnify, defend, and hold harmless the Company and its affiliates, and their respective directors, officers, and employees, from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) any data, content, or material uploaded, submitted, or transmitted by the Customer or its Users, including any allegation that such content is unlawful or infringes any third-party rights; (ii) any breach of this Agreement or the Platform Access and Use by the Customer or its Users; (iii) misuse of the Platform by the Customer or its Users; or (iv) any unauthorized access, security incident, or data breach resulting from the Customer’s or its Users’ acts, omissions, systems, credentials, or failure to maintain appropriate security measures. The Customer will further indemnify, defend, and hold harmless the Company and its Affiliates from and against any Losses arising from any third-party claim to the extent resulting from Customer’s violation of this Agreement or misuse of the Platform.

9.2 The Company agrees to indemnify, defend, and hold the Customer harmless from and against any losses, damages, liabilities, suits, actions, costs, and expenses, including reasonable attorneys’ fees (together, “Losses”), arising from any third party claim; provided, however, that in no event shall the Company be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, business, or data.

REPRESENTATIONS AND WARRANTIES:

10.1. Each party represents that:

10.1.1. this MSA and accompanying Ordering Document issued pursuant to this MSA constitute legal, valid, and binding obligations, enforceable against it in accordance with the terms of this Agreement;

10.1.2. it is validly existing and in good standing, and is qualified to do business;

10.1.3. the signing, delivery, and performance of the Agreement by such party has been properly authorized;

10.1.4. no claims, actions, or proceedings are pending or, to the party’s knowledge, threatened against or affecting it that may, if adversely determined, be reasonably expected to have a material adverse effect on its ability to perform its entire obligations under the Agreement;

10.1.5. the execution, delivery or performance of the Agreement does not: (i) violate any applicable existing law or regulation; (ii) violate or cause a breach of the terms of 

its governing documents or any material agreement that binds the party; or (iii) require approval or filing with any governmental authority.

10.2. Customer further represents and warrants to Company that it shall not engage in any conduct that brings or is likely to bring the reputation of Company into disrepute;

DISCLAIMER OF WARRANTIES 

11.1. COMPANY PROVIDES ACCESS TO THE PLATFORM, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, other than the warranties explicitly specified herein and then only to the extent so specified, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.

11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, COMPANY DOES NOT WARRANT THAT THE PLATFORM, DATA, OR ANY SERVICE RELATED THERETO (i) WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION; OR (ii) WILL MEET YOUR REQUIREMENTS; OR (iii) MAY BE USED OR RELIED UPON BY THE CUSTOMER OR ANY OTHER PARTY TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, NOR THAT THE PLATFORM WILL RENDER CUSTOMER NOT ANY OTHER PARTY COMPLIANT WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY. IF AND TO THE EXTENT THAT CUSTOMER USES THE PLATFORM AND SERVICES WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, CUSTOMER ACKNOWLEDGES AND AGREES THAT SUCH PLATFORM AND SERVICES ARE AND THE PLATFORM IS, IN THAT REGARD, PROVIDED “AS IS,” AND CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ITS COMPLIANCE. CUSTOMER AGREES THAT COMPANY SHALL HAVE NO LIABILITY TO CUSTOMER FOR CUSTOMER’S USE OF OR RELIANCE ON THE PLATFORM OR SERVICES FOR SUCH PURPOSES. ANY DATA OBTAINED USING THE PLATFORM ARE OBTAINED AT CUSTOMER’S OWN RISK AND DISCRETION AND COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO CUSTOMER’S COMPUTER OR TO CUSTOMER DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE PLATFORM OR ANY DATA OBTAINED THEREFROM.

11.3 For the avoidance of doubt, Company will not be responsible for instances that are outside of its control, which include:

11.3.1. any actions or inactions of Customer that result in a loss of or interruption to the Platform; and

11.3.2. any events or outages affecting the provision of the Platform by Company to Customer that are outside of the control and/or responsibility of Company.

11.4 Although Company will do its best efforts to provide you with accurate data, Company, and its sub-processors providers shall have no legal liability or responsibility for the accuracy or completeness of any information used or disclosed on the Platform.

11.5 Any beta features, pilot programs, proof-of-concept engagements, evaluation access, or trial subscriptions are provided on an "as-is" and "as-available" basis without warranties of any kind and may be modified, suspended, or discontinued by Company at any time. 

LIMITATION OF LIABILITY

The Company's aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid or payable by the Customer under this Agreement during the six (6) months immediately preceding the event giving rise to the claim. The Company shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss or corruption of data, or business interruption, arising out of or in connection with this Agreement, whether based on contract, tort (including negligence), strict liability, or otherwise, even if the Company has been advised of the possibility of such damages. 

MISCELLANEOUS

13.1.  Applicable Laws: The Parties will each comply with all laws applicable to the respective party in connection with its performance under this Agreement.

13.2.  Governing Law and Jurisdiction.  This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of India. The courts at Bangalore, India shall have exclusive jurisdiction. The Parties agree to engage in good faith discussion to attempt to reach a mutually satisfactory resolution. If the Parties are unable to resolve the dispute through mutual discussion within 30 days from the date of notification of the dispute, then either party may then proceed to file a case in a court of competent jurisdiction in Bengaluru, Karnataka. 

13.3.  Assignment.  Neither party may assign this Agreement or its obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party except in connection with a corporate reorganization, consolidation, merger, or sale of all or substantially all of the assigning party’s assets and upon notice to the other party in each case.

13.4.  Notices.  All notices required by this Agreement will be in writing and delivered by personal delivery, certified mail with return receipt requested, overnight courier, Email, or by any other method agreed upon by the parties in writing.  Notices will be delivered to: (a) if to Customer, to any administrator contact that Customer designates in Customer’s account on the Platform; (b) if to Company, to Sona Towers, 2nd Floor, Hosur Rd, Industrial Area, Krishna Nagar, Bengaluru, Karnataka 560029, or by email to legal@newtonschool.co; or (c) to such other contact as may be designated by this Agreement for a specific type of notice.

13.5.  Independent Contractors.  The Company and Customer are independent contractors of each other. Nothing in this Agreement will be deemed to create an agency, employment, partnership, fiduciary, or joint venture between the parties nor the right of a party to make any representations or incur any obligations on behalf of the other party.

12.6.  Severability.  If any provision of this Agreement is determined by an adjudicator of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and all other provisions of this Agreement will be unaffected and will remain in effect.

13.7.  No Waiver.  A party’s failure to exercise or its delay in exercising any right or remedy under this Agreement will not operate as a waiver thereof; nor will a party’s waiver of any right or remedy under this Agreement operate as a subsequent waiver of the same or any other right or remedy.

13.8.  Force Majeure.  Neither Party will be liable under or in breach of this Agreement for any partial or total failure or delay in the performing its obligations under this Agreement on account of riots, fire, flood, earthquake, explosion, epidemics, war, strike or labor disputes (not involving the subject party), embargo, civil or military authority, act of God, governmental action, or other causes beyond its reasonable control and without the fault or negligence of the non-performing party (a “Force Majeure Event”).  In the event of a Force Majeure Event, the non-performing party will resume performance as soon as practicable once the Force Majeure Event is eliminated. If a Force Majeure Event continues for more than 30 days, then the non-delaying party may terminate the Agreement.

13.9. Anti-Bribery and Anti-Corruption. The Company represents, warrants and covenants that it has not and shall not, and shall procure that its Affiliates, directors, officers, employees, agents, sub-contractors and any associated persons shall not, engage in any conduct that may be in violation of applicable anti-bribery or anti-corruption laws, including without limitation the Prevention of Corruption Act, 1988, the US Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010 and any other applicable laws (collectively, "ABAC Laws"). This includes, without limitation, making, offering, promising or authorising any payment, transfer or thing of value (whether in cash or in kind, and including gifts, travel, entertainment, kick-backs, charitable contributions or political donations), directly or indirectly, to any government official, public servant, political party, customer, supplier or any other person, for the purpose of obtaining or retaining business, securing an improper advantage, or influencing any decision or action. The Company shall maintain in effect policies, procedures and internal controls reasonably designed to ensure ongoing compliance with ABAC Laws and shall provide reasonable training to its personnel. If the Company becomes aware of any actual or suspected breach of this Clause 12.9, it shall immediately notify the Customer in writing at disclosures@urbancompany.com and provide such information as the Customer reasonably requires. The Customer shall have the right to suspend or terminate this Agreement with immediate effect, without liability, on breach of this Clause 12.9 by the Company.

13.10. Sanctions. (a) The Company represents, warrants and covenants that neither it nor any of its directors, officers, employees, Affiliates, agents, sub-contractors or any person directly or indirectly owning or controlling, or owned or controlled by, the Company (i) is a Sanctioned Person, (ii) is located, organised or resident in any Sanctioned Territory, or (iii) has received notice of, or is aware of, any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority. (b) The Company shall not, directly or indirectly, deal with any Sanctioned Person or Sanctioned Territory in connection with this Agreement, the Platform or the Services, nor shall it violate, cause the Customer to violate, or engage in any conduct that would reasonably be expected to result in the Customer being in breach of any Sanctions or becoming a Sanctioned Person. (c) The Company and its Affiliates shall not engage in any transaction or activity that evades, avoids, breaches or attempts to breach, directly or indirectly, any Sanctions. (d) The Company represents that its entry into and performance of this Agreement does not violate any applicable Sanctions. (e) In this Clause, "Sanctions" means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i) the Government of India, (ii) the United Nations Security Council, (iii) the United States Government (including OFAC and the US Department of State), (iv) the European Union or any of its member states, (v) the United Kingdom (including HMT), or (vi) any other relevant governmental institution; "Sanctions Authority" means any authority administering any of the foregoing; "Sanctioned Person" means any person (a) named on any list of persons subject to Sanctions (including the OFAC Specially Designated Nationals and Blocked Persons list and the HMT Consolidated List), (b) located, organised or resident in, or directly or indirectly owned or controlled by the government of, any Sanctioned Territory, or (c) having any direct or indirect relationship of ownership, control, or agency with a person described in (a) or (b); and "Sanctioned Territory" means any country or territory subject to country-wide or territory-wide Sanctions (as of the Effective Date, including North Korea, Cuba, Iran, Syria and the Crimea, Donetsk People's Republic and Luhansk People's Republic regions of Ukraine). The Customer shall have the right to terminate this Agreement with immediate effect, without liability, on breach of this Clause 12.10 by the Company.

13.11. Right to Audit: The Company shall maintain accurate and complete books, records and supporting documentation in respect of its performance of this Agreement, including all records sufficient to allow the Customer to verify (a) the Company's compliance with this Agreement (including the Data Processing Addendum, Clauses 12.9 and 12.10, and the no-training and personal-data covenants), (b) the calculation of Fees, invoices, taxes and amounts owed under any Ordering Document, and (c) the Company's compliance with Applicable Law in connection with the Services. The Company shall retain such records for the longer of (i) the Term plus three (3) years and (ii) any longer period required by Applicable Law. The Customer and its authorised representatives (including external auditors bound by confidentiality) shall, on at least forty-eight (48) hours' prior written notice and during normal business hours, have the right (no more than once in any twelve (12) month period, save in case of (x) a reasonable suspicion of breach, (y) a regulatory request or direction, or (z) a Security Incident) to audit, inspect and take copies of all such records, and to interview the Company's personnel, at the Company's premises or remotely. The Company shall provide reasonable cooperation and access. Audits shall be at the Customer's cost; provided that, if any audit reveals (i) an over-charge of more than five percent (5%) of the Fees audited, the Company shall promptly refund the over-charge together with the Customer's reasonable audit costs, or (ii) any material breach of this Agreement, the Company shall remediate such breach at its own cost within timelines agreed with the Customer and bear the Customer's reasonable audit costs. This Clause 12.11 is in addition to (and not in substitution for) the audit rights under the Data Processing Addendum.

ORDER OF PRECEDENCE

In the event of any direct conflict, inconsistency, or ambiguity between the components of this Agreement, the following order of priority shall prevail to the extent of the conflict:

  1. The applicable Ordering Document (solely regarding the specific commercial, pricing, subscription boundaries, and custom operational terms explicitly detailed therein);
  2. The Data Processing Addendum (DPA) (solely regarding data security, privacy, and processing matters);
  3. The body text of this Agreement; and
  4. Any attached Schedules or Annexures hereto. 

No click-through, procurement portal terms, or vendor onboarding documents issued by the Customer shall amend or override this Agreement unless signed in writing by authorized executives of both Parties.

SCHEDULE I

SCOPE OF WORK & SERVICE LEVELS

1. Scope of Work & Platform Features 

A) Included Interview Modules

The Customer will have access to deliver assessments across the following core modules:

  • Core Frameworks: Screening Questions, Data Structures & Algorithms (DSA), and SQL.
  • Frontend Development: Frontend (JavaScript - implementation-based questions and output-based questions).
  • Language Implementation: Implementation-based questions across JS, C++, Python, and Java.
  • Theory: Technical theory-based questions.
  • Future Updates: Any future modules developed by the Company.

B) Interview Scheduling & Reporting Tools

The Customer is granted full access to the following operational tools:

  • Interview scheduler
  • Reports dashboard

C) Proctoring Features

  • Full access to all current platform proctoring features.
  • Automatic access to all future proctoring feature upgrades.

2. Support & Service Levels

  1. Interview Link Generation: A 1-hour turnaround time is provided for interview link generation for requests made between 10:00 AM and 7:00 PM on working days. The Company is committed to responding as promptly as possible outside of these hours.
  2. Definition of Working Days: For the purpose of this clause, ‘working days’ shall mean Monday to Friday, excluding all public holidays observed in India and any other standard corporate leave days (such as gazetted holidays or company-wide leave days).
  3. Account Support: The Company will provide a dedicated Point of Contact (PoC) from its side to manage the account.
  4. Communication Channels: A shared Slack channel will be established and maintained for ongoing communication and operational support.