Affiliate Program Master Agreement

1.Parties to this Agreement

This Master Agreement (hereinafter referred to as the "Agreement") is made, entered into and executed on January 27, 2012 (hereinafter referred to as the "Effective Date")

BETWEEN: -

BigRock Solutions Private Limited, an Indian Private Limited company, with its principal place of business located at Acme ITech Park, Old Nagardas Road, Next to Andheri Subway, Andheri (East), Mumbai, Maharashtra - 400069, India (hereinafter referred to as "BigRock") AND YOU (hereinafter referred to as "Partner"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Partner" shall refer to such entity.

(BigRock and the Partner may be referred to individually as a "Party" and collectively as the "Parties").

WHEREAS BigRock provides web-products & services including but not limited to domain registration, email & web-hosting, website builder, web-design, digital certificates, managed DNS and communication & collaboration apps.

AND WHEREAS Partner wants to provide BigRock Products (defined hereinafter) to its customers ("Partner Leads")

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, BigRock and the Partner, intending to be legally bound, hereby agree as follows:

2.Definitions

i."Affiliate", in relation to a Person, shall mean any Person which controls, is controlled by, or is under the common control of that Party.

ii."Agreement" refers to this Affiliate Partnership Program Master Agreement alongwith all its appendices, extensions and amendments at any given point in time.

iii."BigRock Database" is the collection of data elements stored on BigRock's Servers.

iv."BigRock Order" refers to purchase of a BigRock Product by a Partner Lead, through the Affiliate Website, having a unique order ID in BigRock's Database.

v."BigRock Products" refer to all products and services of BigRock which Partner wishes to offer to Partner Leads.

vi."BigRock Servers" refer to machines / servers that BigRock or any of its Service Providers maintain to fulfill services and operations.

vii."Business Day" refers to a working day between Mondays to Friday excluding all Public Holidays in India. Business Day shall become applicable only for issuing and accepting notice, if any, from either party and not for answering or attending to any service/support or maintenance related issues.

viii."Affiliate Website" refers to the unique affiliate URL http://<affiliatename>.bigrock.in and the set of web-based interfaces that Partner can use to provide BigRock Products.

ix."Confidential Information", as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, customer, pricing, marketing and/or other information related to the subject matter of this Agreement provided by either Party to the other Party under this Agreement, whether written, transmitted, oral, through either Party's Website or otherwise, that is marked as Confidential.

x."Control" means the possession or ownership by a Person or a group of Persons acting in concert, directly or indirectly, of more than 50% of the voting securities of another Person. The terms "Controlling", "Controlled by" or "under common Control" shall be construed accordingly.

xi."Partner Customer" refers to a Partner Lead that places a BigRock Order.

xii."Signup Date" in relation to a Partner Customer refers to the date on which such Partner Customer purchases its first BigRock Order.

xiii."Person" means and includes an individual, partnership, corporation, company, unincorporated organization or association, trust or other entity, whether incorporated or not.

xiv."Service Providers" refers individually and collectively to any Persons that BigRock or its Service Providers (recursively) may, directly or indirectly, engage / employ / outsource / contract for the fulfillment / provision / purchase of BigRock Products and any other services and operations of BigRock.

3.Obligations of BigRock

i.Selling BigRock Products to Partner Leads

a.BigRock grants Partner a license to sell BigRock Products to Partner Leads for the Term of this Agreement.

b.BigRock will share this Agreement electronically with Partner and Partner will send his acceptance electronically to BigRock.

c.BigRock will be responsible for creating content, including but not limited to creatives, html code for various banners, collaterals, etc.

d.BigRock will issue electronic promo coupons for specific offers that it may run from time-to-time which Partner will promote to Partner Leads.

e.BigRock will provide Partner with a unique affiliate URL (http://<affiliatename>.bigrock.in). Partner may post this link in any location, as many times as it likes, subject to the terms of this Agreement.

f.BigRock agrees to provide a monthly report to track the BigRock Orders placed by Partner through the unique affiliate URL (http://<affiliatename>.bigrock.in) based on which, commission earned by Partner will be calculated.

g.BigRock acknowledges and confirms that Partner Leads data is sensitive information and that it will keep Partner Leads confidential and will only disclose them on a need to know basis to specific employees and officers of BigRock.

h.BigRock, its Affiliates, contractors, employees, directors, officers, representatives, and agents, either directly or indirectly, shall not (i) Spam Partner Leads, or (ii) use or permit use of Partner Leads for any unlawful purpose, or in a manner injurious to the reputation, operations or business of Partner and its Affiliates, Service Providers and customers.

i.BigRock shall be responsible for providing sales, technical support, and customer service via phone, email and live-chat.

4.Obligations of the Partner

i.Selling BigRock Products to Partners Leads

a.Partner agrees to sign-up with BigRock to sell BigRock Products to Partner Customers.

b.Upon signing up with BigRock, Partner will receive an electronic version of this Agreement. Partner will send the response in agreement to BigRock electronically.

c.Upon acceptance of the Terms of this Agreement, the unique affiliate URL http://<affiliatename>.bigrock.in will be provisioned by BigRock.

d.Partner shall be responsible for providing BigRock products only through the unique affiliate URL http://<affiliatename>.bigrock.in against which commission will be calculated on a monthly basis by BigRock. Partner agrees not to sell BigRock products through any other domain name forwarded to the unique affiliate URL http://<affiliatename>.bigrock.in.

e.Partner will use best efforts to effectively market BigRock Products to Partner Leads, and fulfill all obligations related to any mutually agreed upon marketing programs.

5.Representation & Warranties

Both Parties represent and warrant that they each have all requisite power and authority to execute, deliver and perform their obligations under this Agreement and that this Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against either Party in accordance with its terms.

6.Rights of BigRock and Partner

i.Partner agrees that BigRock at its own sole discretion can at any point of time with reasonable notification temporarily or permanently cease to make a BigRock Product available through the affiliate URL http://<affiliatename>.bigrock.in

ii.BigRock in its sole discretion can change the pricing and discounts of BigRock Products at anytime.

iii.BigRock will independently enter into a separate agreement ("BigRock Terms") with each Partner Customer, and the terms of each BigRock Order will be governed by the terms of this agreement. Partner confirms and acknowledges that BigRock will not be liable to the Partner for any actions carried out by BigRock in accordance with BigRock Terms.

iv.BigRock in its sole discretion, without notice, expressly reserves the right to fix any bugs in, modify, upgrade, freeze the Affiliate Website and BigRock Products. BigRock in its sole discretion, without notice, expressly reserves the right to modify the content on any page within the Affiliate Website and associated product interfaces. Partner acknowledges that actions described in this paragraph may occur without notification or knowledge of the Partner. BigRock will not be held responsible or liable for any such changes under any circumstance.

7.Term of Agreement & Renewal

The term of this Agreement shall be 3 (THREE) YEARS from the Effective Date and will automatically renew for successive 1 (ONE) YEAR terms (hereinafter referred to each as a "Renewal Term" and cumulatively the "Term"). The Term shall continue until the earlier to occur of the following:

i.The Agreement is terminated as provided for in Section 8 (TERMINATION OF AGREEMENT); and

ii.Either Party elects not to renew at the end of the Initial Term or any Renewal Term by giving written notice 30 days in advance of the completion of such term.

8.Termination of Agreement

i.Either Party may terminate this Agreement at any time

a.with immediate effect, by giving written notice of the same, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's Business.

b.with immediate effect by giving written notice, in the event that the either party or an Agent / Employee / Authorized Representative of either party breaches any term of this Agreement, including any of its representations, warranties, covenants and agreements hereunder and has failed to cure such breach in all respects within thirty (30) days of being provided with notice of such breach.

ii.Any revenue that has become payable by either Party to the other Party as per this Agreement, as of the date of such termination shall be paid forthwith upon termination.

iii.Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms, unless specified otherwise.

9.Commission Share

i.Commission will be shared with Partner ONLY on those BigRock products which have been sold by Partner through the specified unique affiliate URL http://<affiliatename>.bigrock.in.

ii.Revenue accrued and received by BigRock from a Partner Customer, towards a BigRock Order less any chargebacks, reversals, refunds, debits and indirect taxes, for as much of the term of such BigRock Order as exists prior to the anniversary of one year from such Partner Customer's Signup Date will be treated as Qualified Revenue. Commission will be calculated on Qualified Revenue which will be made to Partner by the 20th of every month for sales made 2 months prior e.g. Commission payout for the month of January, will be shared by 20th March. The share will be computed as provided for in Appendix B.

iii.BigRock agrees to notify Partner by email of any change in Commission Share that may be required from time to time. BigRock agrees to make available the latest version of this Agreement at http://affiliate.bigrock.in, and will notify Partner by email whenever a new version of this Agreement is made available.

iv.Commission payout will be made by BigRock to Partner only if the minimum monthly commission accrued is Rs.1000. If the commission amount accrued is less than Rs.1000 in a month, then the payout for that month will be made in the subsequent month along with the next month's commission.

v.Commission payout as referenced here will be made by BigRock to the designated bank account of the other Party via bank transfer or cheque or any mutually agreed upon instrument.

10.Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ALL ITS APPENDICES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BOTH PARTIES FURTHER DISCLAIM ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO (i) UNAUTHORIZED USE OR MISUSE OF AFFILIATE WEBSITE OR ANY PRODUCT INTERFACES, (ii) FORCE MAJEURE EVENTS (iii) ACCESS DELAYS OR ACCESS INTERRUPTIONS (iv) NON-DELIVERY OF DATA OR DATA MIS-DELIVERY (v) BUGS, ERRORS, OMISSIONS, OR MISSTATEMENTS IN THE AFFILIATE WEBSITE AND ANY AND ALL INFORMATION OR THEIR PRODUCT(S) PROVIDED UNDER THIS AGREEMENT (vi) ANY ACTIONS CARRIED OUT BY EITHER PARTY AS PER THIS AGREEMENT (vii) THE INTERRUPTION OF SERVICE.

BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

11.Indemnification

i.Each Party ("Indemnifying Party") at their own expense, will indemnify, defend and hold harmless, the other Party and its Affiliates, employees, directors, officers, representatives, agents and partners (individually and collectively the "Indemnified Party"), against any claim, suit, action, or other proceeding brought against the Indemnified Party based on or arising from any claim or alleged claim:-

a.arising out of any breach by the Indemnifying Party of this Agreement.

b.relating to any product or service of the Indemnifying Party.

c.relating to any actions of the Indemnifying Party, or the Indemnifying Party's Affiliates, employees, contractees, agents, customers and partners.

d.relating to any agreement and terms and conditions with any customer of the Indemnifying Party.

e.relating to the Indemnifying Party's business, including, but not limited to, the advertising, application process, systems and other processes, fees charged, billing practices and customer services provided.

f.relating to any action of the Indemnified Party as permitted by this Agreement.

ii.Indemnifiable claims will not include any claim arising from any actions of the Indemnified Party that are not permitted under this Agreement, or any claim arising from any breach of this Agreement by the Indemnified Party.

iii.The Indemnified Party will not enter into any settlement or compromise of any such indemnifiable claim without the Indemnifying Party's prior written consent, which shall not be unreasonably withheld.

iv.The Indemnifying Party will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by the Indemnifying Party in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

12.Intellectual Property & Employment

i.Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.

ii.Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by either party to the other party, or by any disclosure of any Confidential Information under this Agreement.

iii.Both Parties acknowledge that the other Party shall not, directly or indirectly, through its Affiliates, and the shareholders, employees, directors, officers, agents, contractors, of Partner and its Affiliates, knowingly or unknowingly, employ, make, or seek to make any offer of employment to staff of the other Party during the term of this Agreement and for a period of twelve (12) months following termination of same.

13.Rights & Use of Data

Partner agrees and acknowledges that except for any limitations described in this Agreement, BigRock has full and exclusive rights, title and interests worldwide in the Affiliate Website & associated product interfaces, and all data, information and derivative works in/generated from the same. Each Party has the sole right to use data of its customers in any manner.

14.Delays or Omissions; Waivers

No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.

15.Confidentiality

All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix 'A'.

16.Publicity

The Partner shall not create, publish, distribute, or permit any written / oral / electronic material that makes reference to BigRock or BigRock's Service Providers or use any of BigRock's registered Trademarks / Service Marks or BigRock's Service Providers' registered Trademarks / Service Marks without first submitting such material to BigRock and BigRock's Service Providers and receiving prior written consent.

The Partner gives BigRock the right to recommend / suggest the Partner's name and details to Customers / Prospective Customers and use the Partner's name in marketing / promotional material with regards to its Products & Services. BigRock acknowledges that such usage of Partner's name will be in good faith, and BigRock will not intentionally cause harm to Partner's reputation or image by such use.

17.Force Majeure

Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party promptly notifies the other party and uses best efforts to avoid or remove such causes of non performance as soon as possible.

18.Assignment / Sublicense

Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Partner shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of BigRock.

19.Disclaimer

THE AFFILIATE WEBSITE, ASSOCIATED PRODUCT INTERFACES, BIGROCK SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND. BOTH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT. BOTH PARTIES ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, THE USER'S COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH THEIR ACCESS TO, USE OF THE AFFILIATE WEBSITE. WITHOUT LIMITING THE FOREGOING, BOTH PARTIES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) THE INFORMATION AVAILABLE ON OR THROUGH THE AFFILIATE WEBSITE, ASSOCIATED PRODUCT INTERFACES OR THEIR RESPECTIVE SERVERS WILL NOT CONTAIN MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (B) THE FUNCTIONS OR SERVICES PERFORMED BY EITHER PARTY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE AFFILIATE WEBSITE & ASSOCIATED PRODUCT INTERFACES WILL BE CORRECTED; OR (C) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

BOTH PARTIES MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION, CONTENT, DATA, SERVICES, AVAILABLE OR WITH RESPECT TO THEIR LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. BOTH PARTIES DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO SUCH USER

20.Jurisdiction & Attorneys Fees

Governing Law & Jurisdiction - This Agreement shall be governed and interpreted by, and construed in accordance with the substantive laws of the Republic of India, without giving effect to the principles of conflict of laws thereunder. The courts at Chennai, Tamil Nadu shall have exclusive jurisdiction over matters arising out of this Agreement.

Dispute Resolution & Arbitration:

i.Any and all claims, disputes, questions or controversies involving the parties arising out of or in connection with this Agreement, or the execution, interpretation, validity, performance, breach or termination hereof (collectively, 'Disputes') which cannot be finally resolved by the parties within 60 calendar days of the arising of a Dispute by amicable negotiation and conciliation shall be resolved by final and binding arbitration held in Chennai in accordance with the (Indian) Arbitration and Conciliation Act, 1996, as amended (the 'Arbitration Act'), to be conducted by a sole arbitrator to appointed by the parties, provided, however, that if the parties are unable to appoint the arbitrator by mutual consent within a period of 30 days of the dispute (or if the second arbitrator is not appointed within 15 days of the parties agreeing to have the matter referred to arbitration for settlement, the arbitrator shall be appointed by the Court in accordance with the Indian Arbitration & Conciliation Act, 1996. In connection with the arbitration proceedings, the parties hereby agree to cooperate in good faith with each other and the arbitral tribunal and to use their respective best efforts to respond promptly to any reasonable discovery demand made by such party and the arbitral tribunal.

ii.All arbitration proceedings shall be conducted in the English language and the arbitral award (the 'Award') shall be rendered no later than six months from the commencement of the arbitration or as otherwise provided by the Arbitration Act, unless otherwise extended by the arbitral tribunal for no more than an additional six months for reasons that are just and equitable.

iii.Except as otherwise required by law, the arbitration proceedings and the Award shall not be made public without the joint consent of the parties and they shall maintain the confidentiality of such proceedings and the Award.

iv.The cost of the arbitration shall be borne by the parties in accordance with the applicable provisions stipulated in the Arbitration Act. Unless the Award provides for non-monetary remedies, any such Award shall be made and shall be promptly payable in Indian Rupees net of any tax or other deduction. The Award shall include interest from the date of any breach or other violation of this Agreement and the rate of such interest shall be specified by the arbitral tribunal and shall be calculated from the date of any such breach or other violation to the date when the Award is paid in full.

v.All notices and other communications by either party to the other or by the arbitral tribunal to either party in connection with the arbitration hereunder shall be in accordance with the provisions of Clause 22 of this Agreement.

vi.Each party expressly understands and agrees that the Award shall be the final and binding remedy between them regarding any and all Disputes presented to the arbitral tribunal.

21.Miscellaneous

i.During the period of this Agreement, BigRock & Partner may, through mutual agreement, by execution of a written amendment, revise this Agreement. Any such revision or change will be binding and effective on both parties.

ii.Each party shall be responsible for their own taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement.

iii.There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

iv.Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 9, 10, 11, 12, 13, 14, 15, 16, 19, 20, 21(iii), 21(v), 21(ix) and all Sections of Appendix A & Appendix B shall survive.

v.This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), including any agent, customer and prospective customer with any remedy, claim, and cause of action or privilege against BigRock or Partner.

vi.The Partner and BigRock and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties. Partner will have no authority to make or accept any offers or representations on our, or our Service Providers' behalf. Partner will not make any statement, whether on his website or otherwise, that reasonably would contradict anything in this Agreement.

vii.Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated / carried out, by / as a result of, this Agreement.

viii.Construction: The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

ix.Entire Agreement; Severability: This Agreement, which includes Appendix A and Appendix B, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

x.The division of this Agreement into sections, subsections, appendices, and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.

xi.This agreement may be executed in counterparts.

xii.Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.

xiii.Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the registered office of BigRock.

22.Notice

Any notice or other communication required or permitted to be delivered to BigRock under this Agreement shall be in writing or via email, unless otherwise specified, and shall be deemed properly delivered when delivered to -

BigRock

Postal Address

Company Secretary
BigRock Solutions Private Limited
Acme ITech Park
Old Nagardas Road
Next to Andheri Subway
Andheri (E)
Mumbai - 400069

Email Address
legal@bigrock.com

Any communication delivered to either party under this Agreement shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.

All Conditions have been read and agreed upon.

Signed

Tarun Davda
General Manager
For BigRock

APPENDIX 'A' CONFIDENTIALITY

Either Party's use and disclosure of Confidential Information are subject to the following terms and conditions: -

i.With respect to the Confidential Information, both Parties agree that:

a.each Party shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from the other Party.

b.each Party shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Party is a corporation, partnership, or similar entity, disclosure is permitted to their officers and employees who have a demonstrable need to know such Confidential Information, provided the Party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and

c.each Party shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of BigRock.

ii.The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon either Party with respect to information that:

a.is disclosed with the other Party's prior written approval; or

b.is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or

c.is known by the receiving Party prior to the time of disclosure in its integrated and aggregated form; or

d.is independently developed by the receiving Party without use of the Confidential Information; or

e.is made generally available by the other Party without restriction on disclosure.

iii.In the event either Party is required by law, regulation or court order to disclose any Confidential Information, the Party will promptly notify the other Party in writing prior to making any such disclosure in order to facilitate the other Party seeking a protective order or other appropriate remedy from the proper authority, at the disclosing Party's expense. Each Party agrees to cooperate with the other Party in seeking such order or other remedy. Each Party further agrees that if the other Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required.

iv.In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works in the each Party's possession shall be immediately returned to the other Party or destroyed.

v.In the event of any termination, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works pertaining to that Product in either Party's possession shall be immediately returned to the other Party or destroyed

vi.Each Party shall provide full voluntary disclosure to the other Party of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.

vii.Each Parties duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.

APPENDIX 'B' COMMISSION SHARE

The commission earned on BigRock Products will be computed as defined in below:

Product	Monthly Sales (units)	India Commission per Sale
Build-It-For-Me Professional Website Design	1 to 5 6 to 10 11 to 20 21+	Rs. 1500 Rs. 1750 Rs. 2000 Rs. 2500
Do-It-Yourself Website Builder	1 to 5 6 to 10 11 to 20 21+	Rs. 1000 Rs. 1100 Rs. 1250 Rs. 1500
Web Hosting	1 to 5 6 to 10 11 to 20 21+	Rs. 750 Rs. 800 Rs. 900 Rs. 1000
Email Hosting	1 to 5 6 to 10 11 to 20 21+	Rs. 250 Rs. 300 Rs. 400 Rs. 500
Digital Certificate	1 to 5 6 to 10 11 to 20 21+	Rs. 400 Rs. 600 Rs. 800 Rs. 1000
Domain Registration	1 to 100 101 to 500 501+	Rs. 30 Rs. 40 Rs. 50