ADDITIONAL SERVICES TERMS

ZENKRAFT ADDITIONAL SERVICES TERMS AND CONDITIONS

THESE ADDITIONAL SERVICES TERMS AND CONDITIONS ARE SUBJECT TO AND CONDITIONAL UPON YOU HAVING AGREED TO OUR MASTER SUBSCRIPTION AGREEMENT.

IF YOU PURCHASE SERVICES FROM US, THEY WILL BE DELIVERED SUBJECT TO THE FOLLOWING ADDITIONAL TERMS. THESE SERVICES TERMS ARE INCORPORATED INTO THE MASTER SUBSCRIPTION AGREEMENT BETWEEN YOU AND US, INCLUDING ITS SCHEDULES AND EXECUTED ORDER FORM(S) (COLLECTIVELY THE “AGREEMENT”) AND WILL COLLECTIVELY GOVERN YOUR PURCHASE OF AND ONGOING USE OF THE SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

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 AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” “YOUR” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERM OF THIS AGREEMENT YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Save to the extent that they are amended by these Additional Services Terms and Conditions, all terms and conditions of the Master Services Agreement apply to the supply of Services by Zenkraft. Unless otherwise specified herein, all capitalised terms shall have the meaning set out in the Master Services Agreement.

ADDITIONAL DEFINITIONS:

“Services” means the provision of: (a) Software consulting, installation, implementation, customisation and/or training; and (b) other services provided by Us as detailed in each Order Form or Statement of Work.

“Service Fees” means the fees payable by you in respect of the Services.

“Statement of Work” means the services engagement document (including all exhibits and schedules attached thereto) as entered into between authorized representatives of the parties and attached hereto and made subject to this Agreement from time to time. Each Statement of Work will describe the Services to be performed, including, without limitation, the respective obligations of each of the parties and payment terms relating to the specific Services described therein.

1.0 SERVICES

1.1 Services. Upon the terms and subject to the conditions set forth at in the Master Services Agreement and these Additional Services Terms and Conditions, We will provide, and You agree to accept and make payment for the Services performed by Us.

1.2 Ownership of Work Product from the Services. Ownership of the work product including, without limitation, deliverables and Documentation developed by Us as part of the Services delivered to You under this Agreement, and all intellectual property rights and interests embodied therein ("Work Product"), shall vest with Zenkraft unless otherwise specified in the applicable Statement of Work. When Zenkraft is the party owning such Work Product, Zenkraft grants to You a non-exclusive, perpetual, non-transferable, royalty-free license to use the Work Product for your own internal business purposes and solely in combination with the Zenkraft Service. When You are the party owning such Work Product (to the extent specified in the applicable Work Order), it shall be considered, if applicable, to be a work made for hire and You shall have all rights of ownership thereto. We shall take all steps that may be reasonably required to perfect Your copyright in the Work Product. Subject to maintaining Our confidentiality obligations, We shall be granted, without further action by party, a non-exclusive, royalty-free, perpetual right and license to use and license to others such Work Product without any accounting obligation to You. The rights granted to You under this Section 3.9 are subject to (i) payment in full of all Services Fees; and (ii) You continuing to maintain a subscription to the Zenkraft Service. All pre-existing tangible materials provided by You to Us in connection with the Services ("the Customer Content") shall be and remain Your property. You grant to Us the limited license to use the Customer Content for purposes of performing the Services. All tangible materials existing prior to the provision of Services to You and provided by Us to You in connection with the Services shall be and remain Our property.

2.0 WARRANTY

2.1 Our warranty to you We warrant that the Services shall be performed with reasonable skill and care by competent, qualified personnel and/or contractors in a professional manner consistent with industry standards. In performing the Services, We shall use reasonable commercial efforts, and shall devote a reasonable amount of time, personnel and resources, to achieve the objectives set forth in the applicable Statement of Work.

Our sole obligation, and Your sole remedy, for a breach of warranty relating to Services shall be for Us to perform the Services without additional charge to You.

3.0 FEES AND PAYMENT FOR PURCHASED SERVICES

3.1 Services Fees. You shall pay all Services Fees specified in all Order Forms and/or Statements of Work hereunder in accordance with this Agreement and the Order Form. Except as otherwise specified herein or in an Order Form, (i) all Services Fees are based on actual usage. We will provide an estimate of Services Fees at the outset of the Project, but fees will be calculated on a time and material basis unless otherwise agreed in writing, (ii) payment obligations are non-cancellable and fees paid are non-refundable.