GENERAL TERMS AND CONDITIONS BETWEEN INUXU DIGITAL MEDIA TECHNOLOGIES AND PUBLISHER

By registering to and using the Adgebra DIY platform, Publisher agrees to the following Terms and Conditions:

1. THE PLATFORM

1.1 General Description. Adgebra DIY (the "Platform") is a proprietary digital platform owned and operated by Inuxu Digital Media Technologies Private Limited ("Inuxu") that connects buyers and sellers of advertising. Seller/Publisher may use the Platform to present Advertising Slots to potential buyers of those Advertising Slots who use the Platform to assess and bid on the Advertising Slots presented by the Publisher.

1.2 Platform Security. Publisher acknowledges and agrees that Inuxu may, in its sole and absolute discretion, take such action as it deems reasonably necessary or advisable to maintain Platform security, health and economic viability (collectively, "Platform Health"), including, without limitation, (a) utilizing third-Party anti-fraud software or services; and (b) reviewing one or more Advertising Slots and bid response etc. Publisher further acknowledges and agrees that Inuxu reserves the right to conduct such evaluations and request such information from Publisher as Inuxu deems necessary to maintain Platform Health.

1.3 Platform Maintenance. Publisher agrees that Inuxu does not guarantee that the Platform will be available at particular times or for any certain uptime commitment, and further acknowledges and agrees that Inuxu may be required to take the Platform down for routine or emergency maintenance from time to time.

2.INVOICE & PAYMENT

2.1 Invoicing Publisher will submit an invoice by 7th of the subsequent month when the supplies from the publisher or the billing amount reaches a minimum INR 5000/- (Rupees Five thousand). Invoices should be sent to finance@inuxu.media and pub@inuxu.media.

2.2 Publisher will include a copy of report / screenshot along with the invoice to support the billing amount. Payment will be as per DIY Reports.

2.3 Payment Terms. Invoices will be paid within 60 days from the date of invoice reception, subject to collections from Inuxu clients/Advertisers.

2.4 Taxes. Inuxu will be entitled to deduct the required TDS (Tax Deduction at Source), Withholding Tax or any other tax as per the prevailing and/or applicable Government norms. Publisher acknowledges to agree to all the GST and other Government tax provisions, as applicable from time to time. In case of any GST or other Compliance Failure (e.g. Invoice, Classification (HSN/SAC Codes), Payment of Taxes etc.) on part of the Publisher, resulting in “loss of Input Credit” or “any short payment of taxes”, which later on is recovered from Inuxu along with (or without) interest and penalty, then Inuxu will have the right to charge and recover the entire amount inclusive of interest and penalty from the Publisher. If the Publisher is unregistered under GST then Inuxu may charge/recover the Reverse Charge applicable on the supply of service provided by the Publisher.

2.5 Adjustments. If Inuxu reasonably identifies that Publisher has engaged in an Invalid Activity, Inuxu may, in its discretion, (a) withhold or adjust payments to Publisher to exclude amount equivalent to that activity; (b) correct the relevant Publisher invoice and within ten (10) Business Days of notice from Inuxu to Publisher the Publisher shall provide a credit note to reflect such invoice adjustment; (c) retain collected amounts as compensation for expenses and other losses incurred in connection with the recovery and offsetting of claims Inuxu may have toward the Publisher.

2.6 Currency Restrictions. All payments will be made in INR or USD only.

3. PLATFORM ACCESS AND USE

3.1 Publisher Right to Access and Use Platform. Subject to and in accordance with the terms and conditions of the Agreement, Inuxu grants Publisher a limited, non-exclusive, non-sub licensable, non-transferable, non-assignable, revocable right to access and use the Platform during the Term.

3.2 The Platform may not be accessed or used by Publisher or Publisher,s Users for any purposes other than internal business purposes.

3.3 The Platform may not be sub-licensed by the Publisher.

3.4 The Publisher confirms that Ads will not be served on content that would be deemed offensive by a majority of community people in the country that ad is being displayed. Offensive content includes, among other things, swearing, pornography, hate speech, illegal information, or copyright infringement. Site may not be paid for ad delivery on this content or whole campaign based on Inuxu's sole opinion.

3.5 The Publisher confirms that Ads will be served only on websites approved by Inuxu under DIY.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 No Assignment of IP. Each Party agrees that nothing contained in the Agreement constitutes or shall be construed to be an assignment or transfer of any Intellectual Property Rights held by the other Party.

4.2 Inuxu Ownership of Platform.> All ownership rights, title, and interest in and to the Platform, as such may be modified, upgraded, or enhanced from time to time (together with all Intellectual Property Rights therein or related thereto) shall remain with and belong exclusively to Inuxu.

5. DISCLAIMERS

5.1 Disclaimer Acknowledgment. Publisher hereby expressly acknowledges and agrees that:

5.1.1 the Platform and> any related products are provided by Inuxu on an "as is" basis only;

5.1.2 Inuxu disclaims warranties of any kind, whether express, implied, statutory, or otherwise, oral or written, including, the implied warranties of merchantability, fitness for a particular purpose and non-infringement related to the usage of the Platform.

6.CONFIDENTIALITY

6.1 Protection Obligation Each Party shall use commercially reasonable measures to protect Confidential Information of the other Party and undertakes that it shall not disclose to any person any Confidential Information concerning the business, affairs, customers, financials, clients or suppliers of the other Party or of that Party's Affiliates, during the term of the Agreement and, regardless of the cause of termination, for a period of two (2) years after termination of the Agreement. Neither Party shall use the other Party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Agreement.

6.2 Representatives. Each Party may disclose the other Party's Confidential Information to its workers, officers, representatives or advisers only on a need-to-know basis for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with the Agreement; provided, however, that prior to such disclosure such Party shall procure that anyone to whom Confidential Information is disclosed keeps such Confidential Information confidential to the same extent as the Parties under the Agreement.

7. TERM AND TERMINATION

7.1 Term. The Agreement shall enter into force once the Publisher creates the account on the DIY platform and will remain till the Publisher account is active on the DIY platform and all dues towards Inuxu are settled by the Publisher.

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