• 1.
• DEFINITIONS AND RULES OF INTERPRETATION

• 1.1
• Definitions

•  
• In this Agreement (including the recitals above and the Schedules hereto), except where the context otherwise requires, the following words and expressions shall have the following meanings:

•  
• • (i)
  • “Agent” shall mean any person who is authorized to act on behalf of either of the Parties, to legally bind the said Party in particular business transactions with third parties pursuant to an agency relationship.

•  
• • (ii)
  • “Agreement” means this Agreement, the exhibits annexed hereto and includes each of them as may be amended from time to time by MAVENTECH at its sole discretion.

•  
• • (iii)
  • “Application Programming Interface / API” is an interface implemented by a software program developed by MAVENTECH to enable interaction with software provided to USER for the purpose of this Agreement.

•  
• • (iv)
  • “Go-Live” means the date mentioned in Exhibit A.

•  
• • (v)
  • “Intellectual Property” means all patents and patent applications; trademarks, service marks, and trademark or service mark registrations and applications, trade names, Internet domain names, logos, designs, slogans, and general intangible of like nature, together with all goodwill related to the foregoing; copyrights registration, renewals and applications for copyrights, software, technology, trade secrets and other confidential information, knowhow, proprietary processes, formulae, algorithms, model and methodologies, rights of privacy and publicity, and Usage License agreement relating to any of the foregoing.

•  
• • (vi)
  • “BusCRS” and/ or “MAVENCONNECT” refers to MAVENTECH Bus Computerised Reservation Software (CRS) or Online Passenger Reservation Software (OPRS) which is an online bus ticketing platform / software used by bus transporters to book bus tickets through its counters or agents’ outlets. MAVENCONNECT comprises of two components – the API and windows desktop application. BusCRS comprises of the online web portal www.buscrs.com and www.bookbustickets.com. MAVENCONNECT and BusCRS is seamlessly connected with each other.

•  
• • (vii)
  • “MAVEN” refers to MAVENTECH Bus FARE COLLECTION SOFTWARE (AFCS) which is an Android based Point of Sales (POS) app enabling bus and cargo booking on POS machines/ devices along with ability to collect digital payments. MAVEN is seamlessly connected with MAVENCONNECT and BusCRS.

•  
• • (viii)
  • “MAVENTECH” means MAVENTECH LABS PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered office at 1st Floor, Gopala Krishna Complex, #45/3 Residency Road, Bengaluru – 560025, Karnataka, India.

•  
• • (ix)
  • “Party” shall individually mean MAVENTECH or USER, as the context may require.

•  
• • (x)
  • “Parties” shall collectively mean MAVENTECH and USER, as the context may require.

•  
• • (xi)
  • “Person” shall mean any natural person, individual, firm, company, a government agency or political subdivision thereof; association, syndicate, partnership, joint venture, trustee, trust, corporation, division of a corporation, unincorporated organization or other entity (whether or not having separate legal personality).

•  
• • (xii)
  • “Related Parties” shall mean any Person, any other person directly or indirectly controlling, controlled by, or under common control with, such person at any time during the period for which the determination of affiliation is being made and with respect to any natural person, any relative of such person.

•  
• • (xiii)
  • “USER AWS Account” means any server infrastructure will shall on Amazon AWS or any other cloud hosting company and wherein server hosting charges shall be billed to USER or any other company so desired by USER and communicated to MAVENTECH in writing.

•  
• • (xiv)
  • “Usage License” is an arrangement of usage of MAVENTECH software products like “BusCRS”, “MAVENCONNECT” and “MAVEN” by USER for its own bus operations wherein the software code of such products shall be hosted on server infrastructure configured under USER AWS ACCOUNT. Intellectual Property Rights of “BusCRS”, “MAVENCONNECT” and “MAVEN” and all future customizations and enhancements of the software products, “BusCRS”, “MAVENCONNECT” and “MAVEN”, shall be of MAVENTECH only.

•  
• • (xv)
  • “USER” means the Person that has been granted the Usage License by MAVENTECH under this Agreement and the USER is bound by the provisions of this Agreement.

• 1.2
• Interpretation

•  
• Unless the context otherwise requires in this Agreement:

•  
• • (i)
  • Neutral pronouns and variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require.

•  
• • (ii)
  • The word “or” has the inclusive meaning “and/or”.

•  
• • (iii)
  • The words “hereto,” this Agreement: and words of similar import refer to this Agreement as a whole, including any attachments to this Agreement, as the same may from time to time be amended or supplemented and not merely any subdivision contained in this Agreement.

•  
• • (iv)
  • The word “including” and “such as” when used herein are not intended to be exclusive and in all case mean “including without limitation and such as by way of example but without limitation,” respectively.

•  
• • (v)
  • Captions or heading are only for reference and are not to be considered in interpreting this Agreement.

•  
• • (vi)
  • words importing persons or parties shall include firms and corporations and any organizations having legal capacity;

•  
• • (vii)
  • reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions.

• 2.
• SCOPE OF ENGAGEMENT

• 2.1
• Subject to the terms and conditions of this Agreement, MAVENTECH agrees to grant a non-transferable software Usage License to USER to use MAVENTECH proprietary software product BusCRS, MAVENCONNECT and MAVEN, and such allied software so licensed by MAVENTECH (collectively for sake of brevity referred to herein as “MAVENTECH CONNECT”) with respect to usage of (1) Microsoft Windows EXE version called “MAVENCONNECT” which will be installed on the console of laptop and/or desktop, as the case may be, (2) Web Version called “BusCRS” and (3) Mobility Transit Solution Application by name and style of ‘MAVEN’ App which is the mobile version of the MAVEN CONNET Android platform (accessible on Google ‘PlayStore’) and iOS platform (accessible of Apple’s ‘iStore’) so herein customized, enhanced and licensed for internal usage by MAVENTECH to USER .

• 2.2
• In addition to the above right to use of MAVENTECH CONNECT, MAVENTECH shall provide to USER maintenance, enhancement and optimisation support services for MAVENTECH CONNECT.

• 2.3
• USER expressly agree and ensures that USER shall not have the right to sell, gift, grant, lease, sub-license or sub-contract MAVENTECH CONNECT and the API software product in manner to any third parties. In the event of the violation of the aforementioned obligation, MAVENTECH shall have the right to terminate this Agreement with immediate effect as well as obtain any other legal remedies from USER for breach of contract and breach of confidentiality obligation.

• 2.4
• During the tenure of this Agreement, USER agrees that its bus tickets bookings would be through MAVENTECH CONNECT and USER shall not use any other bus ticket booking software except as per Clause No. 2.5. In the event that it is brought to the notice of MAVENTECH that USER is using other bus ticketing software or that the volumes (as mutually agreed by the Parties) are not being met, then MAVENTECH shall have the right to terminate the Agreement with immediate effect.

• 2.5
• MAVENTECH shall with specific regard to Clause 2.1 of this Agreement the software product, MAVEN shall be customized and enhanced by MAVENTECH for USER to enable USER`s team to view and monitor a live Bus chart on their mobile devices and input and perform other important instructions with respect to managing USER’s user/s’ bus ticket booking as well as cancellation, fare change, passenger boarding, etc.

• 2.6
• Further MAVENTECH shall with specific regard to Clause 2.1 of this Agreement with regard to the developed and Usage Licensed ‘MAVEN’ app to USER shall be so developed to be utilised/implemented for utility in electronic ticketing machine/POS Machines or their equivalent whereby USER’s user/s as well USER’s personnel are enabled to book bus tickets at designated location counters, bus stands and inside buses.

• 2.7
• The Parties agree herein that the software so developed as envisioned in Clause 2.1 of this Agreement on the whole shall be structured so as to enable implementation integration initially or subsequently, as the case may be of wallets like PayTM, PhonePe, Google Pay, Amazon Pay and Jio Money can also be integrated to accept payment from customers.

• 2.8
• MAVENTECH shall within the scope of this Agreement shall also provide USER with the following scope of services

•  
• • 2.9.1.
  • MAVENTECH shall provide USER such ‘On the Ground Support Service’ to resolve day to day operational issues.

•  
• • 2.9.2.
  • MAVENTECH shall also execute for USER such ‘Custom Software Development’ to meet new requirements of USER from time to time on mutually agreed timeline and cost. Further both the parties mutually agree that No profit element of MAVENTECH in advertisement services.

• 2.9
• MAVENTECH shall within the scope of service to be rendered under Clause 2.2 of this Agreement, shall develop for provision to USER: the USER Passenger Information Software (PIS) and CRS/ OPRS and same is to be utilised by USER to display information on major boarding stations

• 2.10
• MAVENTECH shall further within the scope of services to be rendered under Clause 2.2 of this Agreement, MAVENTECH shall provide maintenance, optimisation and enhancement for all the Usage Licensed and developed software so mentioned in this Agreement as well as also:

•  
• • 2.11.1.
  • Maintenance, optimise and enhance the server infrastructure along with 24x7 monitoring of the same in order to speedily and efficiently address any issue can be quickly addressed/ fixed.

•  
• • 2.11.2.
  • All the above-mentioned software and new updates shall be deployed on the server infrastructure.

• 2.11
• MAVENTECH shall with specific regard to Clause 2.5 of this Agreement with regard to the provision and developing software to integrate MAVENTECH CONNECT with accounting software Tally(licensed ERP version) for USER , the same shall be so developed by MAVENTECH to inculcate a modus for system data synced with the accounting software by name and style of “Tally” with minimal manual input and intervention by MAVENTECH personnel, subject to provision by MAVENTECH pre-requisite ledgers and a description of such data to be input in the said ledgers

• 3.
• GENERAL RIGHTS, DUTIES AND OBLIGATIONS

• 3.1
• Either party may use the name, logo and etc, of the other party in advertisement of itself with prior written consent of the other party. Notwithstanding anything contained in this Agreement, the ownership, title and all other intellectual property rights and other rights in such name, logo etc of each Party shall remain vested in such Party, at all times. Nothing herein shall be construed as a transfer of any rights, title or interest in the same to the other Party.

• 3.2
• Each party shall provide such co–operation as the other party reasonably requests in order to give full effect to the provisions of this Agreement.

• 3.3
• USER is required to provide to MAVENTECH a copy of the documents listed in Exhibit B.

• 3.4
• MAVENTECH hereby agrees and acknowledges that any data dump by MAVENTECH, if required, shall only take between 11 PM and 7 AM. USER further agrees and acknowledges that there shall only be customer driven hits on MAVENTECH servers during core business hours (7 AM to 11 PM).

• 4.
• COMMERCIAL TERMS

• 4.1
• Usage License and Maintenance Fee by USER: USER shall pay to MAVENTECH monthly CRS Software Usage License and Maintenance fee per Bus/POS Device or fee per Bus/Device if they are using MAVENTECH CONNECT and other allied software therewith so provided as per the terms and conditions of this Agreement.

• 4.2
• The Usage License and Maintenance Fee charges will be collected monthly by MAVENTECH by the 25th day of every calendar month. Further No hidden cost apart from agreed commercials will be charged by MAVENTECH as mentioned above.

• 4.3
• At the time of mutual termination of this Agreement the balance amount will be adjusted against any dues of USER and the balance have to be paid by USER to MAVENTECH within thirty (30) days from the date of termination.

• 4.4
• The Parties to this Agreement herewith expressly agree and covenant herein that where at any time during the Term of this Agreement. In case the number of USER’s buses exceeds 100% more of the number of buses as on date of signing of this Agreement, the Commercial Terms as entailed in Clause 4 of this Agreement will also be subject to escalation/increase with mutual consent of the Parties.

.

• 4.5
• COMMISSIONS PAYABLE TO MANTIS:

• 4.5.1
• MAVENTECH’ Website: For any bus tickets of USER so booked by MAVENTECH, its Agents or its contractual business partners, MANTIS TECH SERVICES PRIVATE LIMITED, on its web portal www.travelyaari.com and www.IamGDS.com; MAVENTECH or MANTIS TECH SERVICES PRIVATE LIMITED shall be entitled to collect service fees as agreed through official communications on the ticket amount plus GST on each booking from customers. MAVENTECH shall retain the service fees and pay remaining booking amount to USER on weekly basis from the date of the bus journey (means basic fare will be returned to USER less service fees and TDS deduction).

• 4.5.2
• Prevailing ticket price will be paid back to USER by MAVENTECH on weekly basis within Monday-to-Monday settlement period of time

• 4.6
• Taxes: Applicable goods and services tax / other taxes if applicable on service provided by USER will be charged from the travellers and shall be the liability of USER and shall indemnify and hold harmless, MAVENTECH, from any liability in this regard.

• 5.
• REPRESENTATIONS & WARRANTIES

• 5.1
• Each Party represents and warrants that:

•  
• • (i)
  • it is duly incorporated legal entity under the laws of India,

•  
• • (ii)
  • it has full power to enter into and complete the transactions required hereunder,

•  
• • (iii)
  • that this Agreement is enforceable against it in accordance with its terms,

•  
• • (iv)
  • that the activities contemplated hereunder do not conflict with or constitute a breach of or default under any contractor or commitments to which it is a party or under any applicable law, and

•  
• • (v)
  • it has duly obtained all the necessary and applicable Usage Licenses, permissions and authorizations required to fulfil its obligations under this Agreement.

• 6.
• CONFIDENTIALITY

• 6.1
• Definition: “Confidential Information” means:

•  
• • (i)
  • The existence of this Agreement and any information regarding the terms and conditions of this Agreement.

•  
• • (ii)
  • Any information relating to business practices of MAVENTECH or USER communicated under this Agreement.

•  
• • (iii)
  • Any information, in whatever form, designed by the Party disclosing the information (“Disclosing Party”) in writing as confidential, proprietary or marked with words of like import when provided to the Party receiving the information (“Receiving Party”); and

• 6.2
• Exclusions: Confidential Information shall not include information which:

•  
• • (i)
  • At or prior to the time of disclosure by the Disclosing Party was known to the Receiving Party through lawful means:

•  
• • (ii)
  • At or after the time of disclosure by the Disclosing Party becomes generally available to the public;

•  
• • (iii)
  • The Receiving Party receives from a third Person who is free to make such disclosure without breach of any legal obligation: or

• 6.3
• Confidentiality Obligations: The Receiving Party acknowledges the confidential and proprietary nature of the Disclosing Party’s Confidential Information and agrees that it shall keep such information at all times in the strictest of confidence. The Receiving Party shall not discuss, reveal, or disclose in any way the Disclosing Party’s Confidential Information to any person other than to the Parties to this Agreement or their employees on need-to-know basis or use any Confidential Information for any purpose other than as contemplated hereby, in each case, without the prior written consent of the Disclosing Party. The Receiving Party agrees to take all the reasonable precautions (no less rigorous than the Receiving Party agrees to take with respect to its own comparable Confidential Information but in no less than reasonable care) to prevent unauthorized or inadvertent disclosure of the Confidential Information of the Disclosing Party. Upon learning of any wrongful use or treatment or Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and shall co-operate in full with Disclosing Party to protect such information.

• 6.4
• Legal Obligations :After prior approval from USER The Receiving Party may disclose Confidential Information to the extent required by any statute, regulation, order, subpoena or document discovery request, from an authority of competent jurisdiction provided that prior written notice or email to designated people (provided in writing by the Disclosing Party) of such disclosure is furnished to the Disclosing Party as soon as practicable not later than 24 hours from receipt of notice in order to afford the Disclosing Party an opportunity to seek a protective order or to utilize other available procedures to protect such Confidential Information (it being agreed that if the Disclosing Party is unable to obtain or does not seek a protective order or other protection of such Confidential Information and the Receiving Party is legally compelled to disclose such information, disclosure of such information to the extent legally compelled shall be made without liability). The Receiving Party will provide such assistance and cooperation in connection therewith as the Disclosing Party reasonably requests

• 6.5
• Injunctions: In view of the difficulties of placing a monetary value on such Confidential Information, the Disclosing Party may be entitled to a preliminary and final injunction without the necessary of posting any bond or undertaking in connection therewith to prevent any further breach of this confidentiality or further unauthorized use of its Confidential Information or in the case of any threatened breach. This remedy is separate and apart from, and without prejudice to, any other remedy the Disclosing Party may have under any law or equity. The Parties agree that the Disclosing Party is entitled to invoke such remedies of injunction without recourse to the arbitration procedure under this Agreement.

• 7.
• INDEMNIFICATION

• 7.1
• Indemnification by MAVENTECH: MAVENTECH and its Agents shall indemnify, defend and hold harmless USER and the USER Related Entities from and against all costs, expenses, damages, proceedings, liabilities, claims etc. arising from or in connection with (a) any misrepresentation or breach of any representation or warranty of MAVENTECH or its Agents under this Agreement (b) any breach of any covenant or clause by MAVENTECH or its Agents under this Agreement; (c) any representation, misrepresentation, warranty, covenant or agreement MAVENTECH may make with respect to USER or any of its products or services to MAVENTECH customers or any other entity, without the express written consent of USER and (d) all third-party claims brought against USER arising from or in connection with MANTIS’ or its Agents’ performance on nonperformance of its obligations under this Agreement.

• 7.2
• Indemnifications by USER : USER and its Agents shall indemnify, defend and hold harmless MAVENTECH and the MAVENTECH’ Related Entities from and against all costs, expenses, damages, proceedings, liabilities, claims etc. arising from or in connection with (a) any misrepresentation or breach of any representation or warranty of USER or its Agents under this Agreement; (b) any breach of any covenant or clause by USER or its Agents under this Agreement; (c) any representation, misrepresentation, warranty, covenant or agreement USER may make with respect to MAVENTECH or any of its products or services, to any other entity, without the express written consent of MANTIS; and (d) all thirdparty claims brought against MAVENTECH arising from or in connection with USER or its Agents’ performance or non-performance of its obligations under this Agreement. For the purpose of this Clause, the phrase “Related Entities” shall mean and include MAVENTECH’s employees, partners, directors, representatives, group companies, sister concerns etc. and any reference to MAVENTECH in this clause shall mean and include its Related Entities.

• 7.3
• Limitations on Indemnifications: Notwithstanding the sections above, no Indemnified Party shall be entitled to indemnification pursuant to the above section to the extent attributable to the fraud, negligence or wilful misconduct by such Indemnified Party or its Related Entities.

• 7.4
• Indemnification Procedure:

•  
• • (i)
  • A Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any claim for indemnification, provided, that failure to give such notice shall not relieve the Indemnifying Party or any liability hereunder (except to the extent to the Indemnifying Party has suffered actual material prejudice by such failure.

•  
• • (ii)
  • The Indemnified Party shall tender sole defence and contact of such claim to the Indemnifying Party. The Indemnified Party shall, if requested by the Indemnifying Party, give reasonable assistance to the Indemnifying Party in defence of any claim. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable legal expenses directly incurred from providing such assistance, as such expenses are incurred. The Indemnified Party shall not make any admission or compromise with respect to an indemnified claim whatsoever without the prior written consent of the Indemnifying Party.

•  
• • (iii)
  • The Indemnifying Party shall have the right to consent to the entry of judgment with respect to or otherwise settle, an indemnified claim with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that the Indemnified Party may withhold its consent if any such judgment or settlement imposes and unreimbursed monetary or continuing non-monetary obligation on such Party or does not include an unconditional release of that Party and its Affiliates from all liability in respect of claims that are the subject matter of the indemnified claim.

• 8.
• LIMITATION OF WARRANTIES, REMEDIES & LIABILITY

•  
• • 8.1
  • Warranty Disclaimer: Except for the warranties expressly mentioned in this Agreement, each party acknowledges and agrees that all resources and services provided under this Agreement by the other party are provided “as it,” with all faults and without any warranty, condition, guarantee or representation of any kind whatsoever, express or implied, in law or in fact, oral or in writing, including without limitation any warranty, condition, accuracy, non-interruption, completeness, merchantability, fitness for a particular purpose, or non-infringement or the like.

•  
• • 8.2
  • Liability Disclaimer: Except in connection with an indemnification claim pursuant to the indemnification section above, in no event shall either party or any related entity of such party be liable to the other party, a related entity of such party or any third person for any indirect special, incidental, consequential, exemplary or punitive damages of any kind (including without limitation lost profits, lost savings, loss of data, loss of business opportunities) arising out of or in connection with this Agreement, the services or the Usage Licensed products, whether based in contract, tort (including without limitation negligence) or otherwise even if the party providing the resource or service or a related entity of such party has been advised of the possibility of such damages or should have foreseen such damages.

•  
• • 8.3
  • Limitation of Liability: Subject to the above-mentioned clause and notwithstanding anything contained in this Agreement, the total liability of either party under this Agreement shall not, in any circumstances, exceed the total value received in irrespective of the nature of the claim which the claim arises irrespective of the nature of the claim which results in such liability and whether based on contract or tort or any other theory of law. However, the parties agree that such limitation of liability will not be applicable in the event of breach of confidentiality provisions, fraud and wilful misconduct of either party.

• 9
• TERM &TERMINATION

• 9.1
• Term: This Agreement commence on the Effective Date mentioned in Exhibit A and continues for the Effective Duration mentioned in Exhibit A, or until it is superseded by another signed contractual agreement or annulled through mutual consent. This Agreement shall automatically be renewed unless either Party decide not to renew the Agreement.

• 9.2
• Mutual Termination Rights: In addition to any other right or remedy it may have, either USER or MAVENTECH may terminate this Agreement without any default or judicial intervention being required, only in the event that:

•  
• • (i)
  • Immediately terminate when proceeding in bankruptcy, Corporate Insolvency Resolution proceedings are instituted by or against the other Party, or the other Party terminates its business activities for any other reason:

•  
• • (ii)
  • There is any breach of, of failure to comply with, any of the terms or conditions of this Agreement by the other Party which breach of failure is not remedied within thirty (30) days after notice of such breach or failure: or

•  
• • (iii)
  • USER gives three (3) months prior notice in writing without cause to the MAVENTECH. However, during the said notice period, both Parties shall continue to exert best efforts to perform their respective obligations under this Agreement. If website is not in working condition, then three (3) months’ notice period is not applicable and USER can terminate Agreement immediately.

•  
• • (iv)
  • MAVENTECH has right to terminate this Agreement for default of payment by USER, if USER fails to pay the CRS Software Usage License and Maintenance feeas per the terms hereto for more than 3 months. In the case termination for default of payment MAVENTECH Shall give a notice of 30 days before termination

• 9.3
• Consequences of Termination: On termination or expiry of this Agreement, all accrued liabilities and any subsisting rights and duties created by provision of this Agreement depending upon their nature or context shall survive the expiry, variation or termination and shall remain in full force and effect notwithstanding expiry, variation or termination. As a consequence of termination. MAVENTECH shall be entitled to deconstruct, revert and take back such software infrastructure so provided to USER under the terms and conditions of this Agreement. Further on termination of the Agreement, the accrued liabilities, and any subsisting rights and liabilities created by this Agreement shall come to an end, whenever, if the USER requires the data of the transaction made either of the accounts or of the details of the passengers travelled, or the inventory brought by the USER by its own efforts, shall be provided in the soft copy. The Parties should delete all other entries or documents have with them, to stop using the name or logo of the other Party, if using with the written permission when the Agreement is subsisting. On termination or expiry of this Agreement USER shall not have any right to user MAVENTECH OPRS software and MAVENTECH CRS software Usage License provided to USER shall be cancelled.

• 9.4
• No Prejudice to Other Rights: Exercise of the right of termination afforded to either Party shall not prejudice any other legal rights or remedies either Party may have against the other in respect of any breach of the terms of this Agreement.

• 10.
• MISCELLANEOUS

• 10.1
• Relationship of the Parties: This Agreement is on principal-to-principal basis. The relationship of the Parties under this Agreement is and at all times shall remain hat of independent entries/contractors and accordingly this deed of Agreement shall not create any employer, employee relationship between the Parties including its affiliates, employees, representatives, agents, retailers, business partners, distributors etc., nothing in this Agreement of the attached Annexure /Exhibits shall be constructed to create nor shall it be deemed to create any partnership. Joint venture, franchise employment or agency relationship between MAVENTECH and USER or their representative or employees, consultants, agents, servants etc. and accordingly, neither Party shall represent itself as having, nor does either party have, the right, power or authority to bind or otherwise create any obligation or duty, express or implied, on behalf of the other of the other party in any manner whatsoever.

• 10.2
• Intellectual Property: Unless otherwise expressly provided herein or otherwise agreed by the Parties, each party shall retain all rights, title and interest, throughout the world, in their respective intellectual Property licensed /provided to the Parties or used on behalf of the Parties.

• 10.3
• Non – Solicitation: Neither Party shall, during the term of this Agreement and for one (1) year thereafter, and whether on behalf of itself or on behalf of any third party, solicit any employees of the other party involved with the negotiations of this Agreement or that Party’s performance hereunder, without the express written consent of the Party that employs such employees, such consent to be at the employing party’s sole and absolute discretion. If any such employees should cease to be an employee of a Party, the other party may solicit such employee beginning one (1) year after cessation of such employment. Notwithstanding anything to the contrary herein. Neither party shall be deemed to have breached or violated this section (a) solely as a result of generic employment advertising by that party (including any “open position” or similar listing in that party’s Website or other general advertising). Or (b) if any employee of the other party approaches and obtains employment with the other party after the date hereof solely as a result of any advertising or recruitment effort contemplated in clause (a) above.

• 10.4
• Advance Intimation of Changes: MAVENTECH agrees to inform USER a day in advance in case any material changes are affected which might adversely affect the access mechanism to its inventory.

• 10.5
• Access & Training: MAVENTECH agrees to provide USER access to its technical staff, documentation and code as might be required to use MAVENTECH Connect.

• 10.6
• Force Majeure: Neither Party will be liable for any failure to perform any obligation (other than payment or reimbursement obligations) hereunder or form any delay in the performance thereof, due to causes beyond its control, including without limitation industrial disputes of whatever nature, acts of God, public enemy, acts of government failure of telecommunications or other calamity, provided that the failure to perform due to the occurrence of force majeure event will be informed in writing to the other Party and shall continue its performance immediately when such force majeure events are removed.

• 10.7
• Assignment: No Party shall assign this Agreement without the prior written consent of the other Party under any conditions, except in connection with a corporate reorganization, merger or the sale of substantially all of its business or assets or substantially similar transaction. Any purported assignment or transfer in violation of this provision shall be void without effect.

• 10.8
• Amendment: This Agreement may be amended, renewed as mutually agreed upon by the Parties in writing, to change scope and terms of this Agreement. Such changes shall be incorporated as a written amendment to this Agreement duly signed and executed by the authorized representatives of both Parties. The Parties agree to negotiate the changes requested by any of the Parties expeditiously and in good faith.

• 10.9
• Notices: All notices and other correspondence under this Agreement shall be in writing and shall be sufficiently given if delivered personally. If sent by facsimile transmission with proof of receipt by the recipient, or sent overnight courier with proof of receipt, to the addresses stated herein below or to such other address as either party may specify by such notice.

• Communications should be sent to:

•  
• For MAVENTECH LABS PRIVATE LIMITED to:
  
  

  Name: Amit Kumar Singh
  Position: Director
  Email: director@maventechlabs.com
  Address: 1st Floor, Gopala Krishna
  Complex, #45/3 Residency Road,
  Bengaluru – 560025, Karnataka, India

•  
• Any change above contact details should be notified in writing (including email).

• 10.10
• Modification and Waiver: No modifications, amendment, supplement to or waiver of this Agreement or any attachment hereto shall be binding upon the Parties hereto unless made in writing duly signed by both parties. No invoice or other similar form may vary the terms hereof, and any term thereof that is inconsistent or additional to the terms hereof shall not be binding. A failure or delay by either party to enforce at any time any of the provisions hereof, or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereto shall in no way be constructed to be a waiver of such provisions of the Agreement.

• 10.11
• Severability: The provisions of this Agreement are severable, and in the event that any provisions of this Agreement are determined to be invalid or enforceable under any controlling law, such invalidity or unenforceability shall not in any way effect the validity or enforceability of the remaining provisions thereof. If any provision of this Agreement is found to be invalid or unenforceable, the invalid provisions shall be modified to the minimum extent required to comply with applicable law, and the modified provision shall be constructed as having been in effect since the Effective Date.

• 10.12
• Entire Agreement: This Agreement, including the schedules and exhibits referred to herein and attached or to be attached hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, promises, proposals, representations, understandings and negotiations, whether or not reduced no writing, between the parties respecting the subject matter hereof, No change to this Agreement shall be valid unless made in writing and signed by the duly authorized representatives of both parties.

• 10.13
• Applicable Law & Jurisdiction: The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the Parties shall be governed by the laws of India, and all disputes shall be governed by the provisions of the Arbitration and Conciliation Act, 1996. The venue for such arbitration will be at Bengaluru, Karnataka, India before a Sole Arbitrator mutually appointed by both parties subject to the above, the parties submit to the exclusive jurisdiction of the competent courts in Bengaluru, India.

EXHIBIT A

PARTICULAR INFORMATION

EXHIBIT B

LIST OF DOCUMENTS TO BE SUBMITTED BY USER

Grievance Contact Points
For any prospective or current customers of Maventech Labs Private Limited, for any grievances our contact address and Grievance officer details are as follows:

• Grievance Officer: Sunita Iyer (Customer Service Head)
• Mailing address: Gopala Krishna Complex, 1st Floor, #45/3 Residency Road, Bengaluru, Bangalore-560025, Karnataka, India
• Customer Care Number: +91 8047096674
• Customer Care Email Address: feedback@travelyaari.com