Make and Manage Membership Agreement

This Make and Manage Membership Agreement was updated on Feburay 09, 2016. By accessing and using the Make and Manage.com website (the "Site") following such update, you indicate that you have read and agreed to the updated terms and conditions of this Make and Manage Membership Agreement, including those attached hereto as Appendix A(collectively, the "Agreement").

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING THE MAKE AND MANAGE PLATFORM OR CREATING A MOBILE APP. THIS IS A LEGAL AGREEMENT BETWEEN CONDUIT LTD., DOING BUSINESS UNDER THE BRAND NAME "MAKE AND MANAGE" ("MAKE AND MANAGE", "US" OR "WE") AND YOU AS A "MAKE AND MANAGE MEMBER", "MAKE AND MANAGE PARTNER" AND/OR "INVITEE" (AS APPLICABLE). ADDITIONALLY, THE MAKE AND MANAGE WEBSITE TERMS OF USE http://www.makeandmanage.com/terms-conditions/AND THE MAKE AND MANAGE PRIVACY POLICY AVAILABLE AT: http://www.makeandmanage.com/privacy-policy/ ARE BOTH INCORPORATED HEREIN BY REFERENCE AND ARE A PART OF THIS AGREEMENT. IN ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY OTHER AGREEMENT OR OFFERING MADE BY MAKE AND MANAGE AT THE SITE, THIS AGREEMENT SHALL PREVAIL.

Registration . By joining the Make and Manage Platform, your hereby agree and accept the terms and conditions of this Agreement. During registration, you will be provided with or may choose a username and password with which you shall be able to access your Make and Manage account at the Site (the "Make and Manage Account" or "Account") and use the Make and Manage Platform in accordance with your authorizations.

Subscription Plans . We may provide you with various subscription plans to choose from. Each plan will include: (i) administrative and promotional tools and/or features available to you when using the Mobile App(s); (ii) services and features to be included in your chosen Subscription Plan; and (iii) the fee for your chosen Subscription Plan and the duration of your license to use the Mobile App under each such plan, all of which are available via the Make and Manage Platform, as further detailed in Section 4 and 5 in Appendix A attached hereto. Any Subscription Plan and/or its specifications may be updated and/or changed from time to time by Make and Manage or cancelled in its entirely.

App Publication Assistance Services. You may utilize our App Publication Assistance Services, which will help you submit the Mobile App(s) to the mobile application stores or marketplaces of mobile applications, as detailed in Section 6 in Appendix A attached hereto.

Hire a Pro. You may join the "Hire a Pro" service or provide it as a Make and Manage Partner, in accordance with the terms and conditions of the "Hire a Pro" service available at the Site.

As a participant in the "Hire a Pro" service, you will be referred to one of our Make and Manage Partners with whom you will engage directly in order to be provided with its services for your Mobile App. Partner's services may include, without limitation, creation, design, customization, managing and editing of your Mobile App for you and/or publication of your Mobile App via the application stores or marketplaces of mobile applications (the "App Store(s)") of your choice, as detailed in Section 9 in Appendix A attached hereto.

As a Make and Manage Partner, under the "Hire a Pro" service, you may engage with our customers (Make and Manage Members and/or Invitees) directly for the benefit of providing them with professional assistance in the creation, design, customization process, marketing, managing of their Mobile App(s) and/or publication of their Mobile App(s) via the App Store(s) of their choice, as detailed in Section 9 in Appendix A attached hereto.

Rewards Program, Customer membership or any other equivalent feature. You may add this feature to your Mobile App, subject to the terms and conditions in Section 10 in Appendix A attached hereto.

BY CLICKING THE "PAY NOW", "JOIN" OR "SIGN IN" (OR SIMILAR LANGUAGE PROVIDED BY MAKE AND MANAGE) BUTTON, BY ACCESSING OR USING THE MAKE AND MANAGE PLATFORM OR YOUR MAKE AND MANAGE ACCOUNT, OR BY CREATING A MOBILE APP, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT MAKE AND MANAGE WILL TREAT YOU AS A MAKE AND MANAGE MEMBER, MAKE AND MANAGE PARTNER AND/OR INVITEE (AS APPLICABLE) ON THE MAKE AND MANAGE PLATFORM FROM THAT POINT ONWARDS. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE MAKE AND MANAGE PLATFORM, CREATE, DISTRIBUTE, MANAGE OR EDIT A MOBILE APP VIA THE MAKE AND MANAGE PLATFORM. IF YOU CONSENT TO THIS AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR CONSENT TO THIS AGREEMENT WILL BE TREATED AS THE CONSENT OF THE BUSINESS. IN THAT EVENT, "MAKE AND MANAGE MEMBER", "INVITEE", "MAKE AND MANAGE PARTNER", "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS. YOU ALSO CONSENT TO THE USE OF: (A) ELECTRONIC MEANS TO COMPLETE THIS AGREEMENT AND TO PROVIDE YOU WITH ANY NOTICES GIVEN PURSUANT TO THIS AGREEMENT; AND (B) ELECTRONIC RECORDS TO STORE INFORMATION RELATED TO THIS AGREEMENT AND YOUR USE OF THE MAKE AND MANAGE TECHNOLOGY. MAKE AND MANAGE RECOMMENDS THAT YOU PRINT OUT OR SAVE A LOCAL COPY OF THE AGREEMENT FOR YOUR RECORDS.

For any questions with respect to your Account, please contact us at: support@makeandmanage.com.

APPENDIX A - GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

The following capitalized terms shall have the following meanings:

1.1. "Affiliates" means any and all entities which, directly or indirectly, control, being controlled by or under common control of Make and Manage.

1.2. "Make and Manage Member" means an individual or entity that creates, implements, distributes, makes available or administers a Mobile App.

1.3. "Make and Manage Member Materials" means any Content provided or used by a Make and Manage Member, Make and Manage Partner and/or Invitee, or goods or services offered by the Make and Manage Member, Make and Manage Partner and/or Invitee, in connection with a Mobile App, including that which a Make and Manage Member, Make and Manage Partner and/or Invitee adds to any part of the Make and Manage Technology, the TPC, or to Make and Manage Member, Make and Manage Partner and/or Invitee's website, including any new releases or new versions thereof and any Updates thereto.

1.4. "Make and Manage Partner" or "Make and Manage Certified Partner" means that you have met certain preconditions determined by Make and Manage and Make and Manage notified you, in writing, that you have been found eligible to be a Make and Manage Partner or Make and Manage Certified Partner subject to the terms of this Agreement. Unless expressly excluded, any and all restrictions, rights and obligations which apply to Make and Manage Member in this Agreement will also apply to Make and Manage Partner or Make and Manage Certified Partner. Make and Manage may cancel your eligibility to be a Make and Manage Partner at any time by written notice, with or without cause, at its sole discretion.

1.5. "Make and Manage Privacy Policies" means the Make and Manage privacy policy available at: http://www.Make and Manage.com/privacy-policy/, which contains information about Make and Manage's policy and procedures regarding the collection use, sharing and disclosure of information Make and Manage receives from users of the Make and Manage Technology and/or website, as may be updated by Make and Manage from time to time and which is incorporated herein by reference.

1.6. "Make and Manage Platform" means Make and Manage Technology and/or the TPC.

1.7. "Make and Manage Technology" means Make and Manage's proprietary Mobile Apps generating platform and any other products and services provided by Make and Manage therein or in connection thereto for use and/or display on the internet, mobile phones, tablets and/or any other current or future platform or media (whether owned by Make and Manage or licensed by it) including, but not limited to, software and tools provided by Make and Manage to a Make and Manage Member, Make and Manage Partner and/or Invitee (as applicable) which enable the implementation and administration of the Mobile App(s) in connection with the Make and Manage Technology, but not including TPC.

1.8. "Content" means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, and components.

1.9. "Content Sharing Services" means the service, software and features made available by Make and Manage via the Make and Manage Platform which enables web and/or mobile publishers and Content providers to access, distribute and share their Content with third parties as well as select and use third party Content shared by others.

1.10. "End User" means an individual user who downloads, installs or uses a Mobile App.

1.11. "End User Content" means any Content, information or other materials which End Users post, upload, link and otherwise submit to or via a Mobile App.

1.12. "Export Control Laws" means any U.S. export laws and regulations including export or re-export directly or indirectly of technology, including to countries embargoed by the U.S.

1.13. "Fraudulent Activity" means any of the following activities: (a) fictitious installation and/or download of a Mobile App; (b) installing or uninstalling any program (including, without limitation, a Mobile App) on an End User's mobile device, without the End User's consent or any other similar practices; (c) automated, deceptive, fraudulent, encouraged or other invalid searches in any web search feature, or searches for any purpose other than organic retrieval of information and web browsing in good faith; (d) automated and/or fraudulent clicks on: ads, sponsored links, sponsored search results, Mobile App components, or such clicks for purposes other than retrieval of information in good faith; (e) initiating or using a promotion in connection with a Mobile App which violates any applicable law or regulation, or an existing agreement between a Make and Manage Member, Make and Manage Partner and/or Invitee and Make and Manage or which is not consistent with industry standards and good practices; (f) reverse engineer, bypassing and/or circumventing the Make and Manage Platform, including any subscription plan available therein; (g) hacking to a Mobile App or the Make and Manage Platform or any part thereof, or using a Mobile App or the Make and Manage Platform in order to hack into public or private infrastructure or equipment; or (h) using in connection with a Mobile App or the Make and Manage Platform any material that contains software viruses or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications equipment.

1.14. "Intellectual Property Right(s)" means: (i) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (ii) all registered and unregistered trademarks, service marks, trade names, trade dress, logos and registrations and applications for registration thereof; (iii) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (iv) all trade secrets and confidential business and technical information (including, but not limited to, research and development, know-how, proprietary knowledge, financial and marketing information, business plans, formulas, technology, engineering, production and other designs, drawings, engineering notebooks, industrial models, software and specifications); (v) all rights in databases and data compilations, whether or not copyrightable; and (vi) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).

1.15. "Invitee" means any person or entity that a Make and Manage Member and/or Make and Manage Partner sends an invite to join and/or use the Make and Manage Platform in accordance with specific authorizations provided to it by Make and Manage Member and/or Make and Manage Partner. Make and Manage Member and/or a Make and Manage Partner may cancel any Invitee's authorization to use the Make and Manage Platform at any time at its sole discretion.

1.16. "Marks" mean trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.

1.17. "Mobile App(s)" means any mobile application generated and/or administered by a Make and Manage Member, Make and Manage Partner and/or Invitee via its use of the Make and Manage Platform in compliance with the terms and conditions of this Agreement, for use on mobile phone device, tablet, television and/or any other current or future platform or media.

1.18. "Mobile App Privacy Policy" means the default privacy policy provided by Make and Manage that governs the collection, use and disclosure of information by Make and Manage as a result of an End User's usage of a Mobile App and/or the services therein.

1.19. "Monetization Tool(s)" means advertisement and/or any other sponsored service, feature, link or offering and/or other services, embedded in, bundled with or attached to the installation / download, usage or display of the Mobile App(s), and/or any promotion, marketing materials, features, services or products provided or enabled by Make and Manage via the Make and Manage Platform which may be used by you to generate transactions for your business via your customers' use of the Mobile App or otherwise generate revenue for you. Monetization Tools may include: coupons, loyalty card, e-commerce store, scratch cards, advertisements or offering of additional applications or services.

1.20. "Prohibited Activity" means: (a) any activity or use of Content that (i) encourages conduct that would be considered a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting, using or disclosing personal information from any individuals in violation of applicable law, including without limitation personal information of minors in violation of applicable privacy law, including, without limitation, the Children's Online Privacy Protection Act of 1998, regulation and/or industry best practices; (ii) violates, misappropriates, or infringes any third party (including, without limitation, End Users) Intellectual Property Rights, rights of privacy and publicity, or other proprietary or legal rights; (iii) materially interferes or disrupts web navigation or browsing; (iv) involves rewards programs or actual monetary exchanges, without Make and Manage's express written approval ; or (v) modifications to other mobile applications (and/or Content on such mobile applications) used by End Users and controlled by third parties without the End Users' consent; (b) usage which adversely affects public or private infrastructure or equipment; (c) installation or un-installation of a Mobile App that is generated without an accurate and conspicuous disclosure and without informed consent or any other similar practices; (d) Fraudulent Activity; (e) use, endorsement, and/or promotion of Content which: (i) is, promotes presents, or advocates pornographic, obscene, excessively profane, racist, ethnically offensive, crude humor, frighten or horror themes or images, threatening, infringing, violent, libelous, gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, violates Export Control Laws, creates a risk to a person's safety or health, compromises national security or interferes with an investigation by law enforcement officials, or is misleading or deceptive material or is any type of malware; (ii) promotes, advocates or facilitates terrorism, terrorist-related activities or violence; (iii) contains any Nazi symbols or references; or (iv) contains excessive or inappropriate advertisements or Content as determined by Make and Manage in its sole discretion; (f) using a Mobile App or the Make and Manage Platform to offer, distribute or promote any mobile application that is substantially similar to the Mobile App; (g) redirecting traffic or replacing web pages or any other pages available in a Mobile App to web pages or other pages which promote Content or products which may adversely affect the use of the Mobile App and/or violates any of the prohibitions contained herein; or (h) violating Make and Manage's Third Party Guidelines available at: http://www.makeandmanage.com/guidelines/ which are incorporated herein by reference or (h) any attempt to bypass any Subscription Plan in order to avoid payment and/or get a reduced rate.

1.21. "Terms" means Make and Manage's End-User terms of use to which End Users must provide their assent as part of the Mobile App installation process.

1.22. "Third Party Content" or "TPC" means any third party Content and technology that is offered, distributed or promoted in or from the Make and Manage Technology.

1.23. "Updates" means bug fixes, error corrections and patches; and does not include new versions or new releases.

2. GRANT OF LICENSE

2.1. Make and Manage Member's License. Make and Manage hereby grant to Make and Manage Member a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable (except for Invitee's License described in sub-section 2.2 below) right and license, during the Term to use the software, tools, features and services that are provided as part of the Make and Manage Technology solely to create, use, distribute and administer the Mobile App(s) (collectively, the "Make and Manage Member's License").

2.2. Invitee's License. Make and Manage hereby grant to Invitee a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license, during the Term to use the software, tools, features and services that are provided as part of the Make and Manage Technology solely to use, distribute and administer the Mobile App(s) in accordance with a set of permissions provided by Make and Manage Member, Make and Manage Partner or Make and Manage, as applicable (collectively, the "Invitee's License").

2.3. Make and Manage Partner's License. Make and Manage hereby grant to Make and Manage Partner a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable (except for Invitee's License described in sub-section 2.2 above) right and license, during the Term to use the software, tools, features and services that are provided as part of the Make and Manage Technology solely to create, use, distribute and administer the Mobile App(s) as permitted herein and to display Make and Manage's Marks on the Make and Manage Partner website subject to Make and Manage's Trademark Policy (collectively, the "Make and Manage Partner's License"). Make and Manage reserve the right to change or cancel its authorization to use its Marks at any time, by written notice.

2.4. Make and Manage Member, Make and Manage Partner and/or Invitee hereby grants to Make and Manage and its Affiliates a worldwide, royalty free, non-exclusive right and license (with the right to sublicense) to: (a) use, reproduce, modify, crewel, catch, distribute, perform, transmit, display and access the Make and Manage Member IP (as defined below) which Make and Manage Member, Make and Manage Partner and/or Invitee has added to the Make and Manage Platform solely for the purposes of making the Make and Manage Member IP, promoting Mobile App(s) and implementing any changes or updates to Mobile App(s) as set forth herein; (b) distribute, promote, place and display the Mobile App, including the Make and Manage Member IP; (c) access and query Mobile App(s) as set forth in this Agreement, including without limitation to run any queries necessary to confirm Make and Manage Member, Make and Manage Partner and/or Invitee's compliance with the terms and conditions of this Agreement or to implement any changes or updates to the Mobile App(s); (d) implement, provide or make available from time to time Monetization Tool(s) as may be applicable; and (e) submit the Mobile App(s) to the App Store(s) (as defined below) under Make and Manage, Make and Manage Member, Make and Manage Partner and/or Invitee's developer account,, as applicable (collectively, the "Make and Manage's License"). In the event that Make and Manage Member, Make and Manage Partner or Invitee wishes to exclude the Make and Manage Member IP from any such promotion or distribution, Make and Manage Member, Make and Manage Partner or Invitee shall notify Make and Manage via the "Contact Us" link which is available at its Make and Manage Account.

2.5. Each party grants to the other party a limited, worldwide, non-sub-licensable (except as permitted in this Agreement), non-exclusive license to use the other party's Marks solely to engage in the marketing and promotional activities set forth in this Agreement. Any use by one party of a Mark of the other party must be in accordance with applicable law and with respect to Make and Manage, solely in accordance with Make and Manage's trademark policy. Each party acknowledges and agrees that any and all goodwill and other proprietary rights that are created by or that result from such party's use of a Mark of the other party as permitted hereunder will inure solely to the benefit of the other party.

2.6. Make and Manage Technology may use or include open source software ("OSS"), including those detailed in this notice file http://makeandmanage.com/oss-notices/. To the extent so stipulated by the license that governs each OSS ("OSS License"), each such OSS is subject to its respective OSS License, not this Agreement. If, and to the extent, an OSS License requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this Agreement, solely with respect to the corresponding OSS which is governed by such OSS License. If, and to the extent, an OSS License requires that the source code of the OSS it governs be made available, Make and Manage hereby grants a written offer, valid for the period prescribed in such OSS License, to obtain a copy of the source code of the OSS, from Make and Manage. To take up this offer, contact Make and Manage at support@makeandmanage.com.

3. MOBILE APP CUSTOMIZATION

3.1. Make and Manage Member and/or Make and Manage Partner and/or Invitee (as applicable) agrees to provide accurate, current and complete information during the registration process and to keep such information up to date. Make and Manage reserves the right to suspend or terminate the Make and Manage Account if in Make and Manage's sole determination it reasonably believes that any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. Make and Manage Member and/or Make and Manage Partner and/or Invitee is responsible for safeguarding and maintaining the confidentiality of its username, password and corresponding Make and Manage Account information. Make and Manage Member and/or Make and Manage Partner and/or Invitee agrees that it is entirely and solely responsible for any and all activities or actions that occur under its Make and Manage Account, whether or not Make and Manage Member and/or Make and Manage Partner and/or Invitee has authorized such activities or actions. Make and Manage Member and/or Make and Manage Partner and/or Invitee agrees to notify Make and Manage in writing of any unauthorized and/or fraudulent use of its Make and Manage Account, a Mobile App, the name of its Mobile App or its username or password. For purposes hereof, Make and Manage Member's and/or Make and Manage Partner's and/or Invitee's identifying details will be those provided by it during the registration process for creating its first Mobile App hereunder or as may be updated during the Term (as defined below) subject to Make and Manage's prior written approval.

3.2. Without derogating from any of the terms and conditions of this Agreement, in the event that Make and Manage Member and/or Make and Manage Partner does not access its Make and Manage Account for a consecutive period of at least six (6) calendar months, Make and Manage may modify any Mobile App (including its features and/or functionality) or remove from the Make and Manage servers any Mobile App associated with such Make and Manage Account or suspend access to or terminate such Make and Manage Account without notice.

3.3. Make and Manage retains the exclusive right in its sole discretion to: (a) determine which features, services, products, software, Monetization Tools or other tools will be available to Make and Manage Member, Make and Manage Partner and/or Invitee's use of the Make and Manage Platform; and (b) add, change or remove any Content, materials and/or functionality made available in any Mobile App or in the Make and Manage Platform at any time, with or without reason, and without notice. For example, Make and Manage may change the settings and/or appearance of any part of the Make and Manage Platform or any elements thereof which may be provided in a Mobile App or otherwise, without prior notice or Make and Manage may provide any Updates, new versions, new releases and upgrades to any Make and Manage Platform or any other elements thereof. Notwithstanding the foregoing, Make and Manage will do its reasonable commercial efforts that the Make and Manage Member Materials will not be modified, but only the format of the Make and Manage Member Materials as provided in a Mobile App will be changed as a result of the technical removal or addition of a functionality or element of a Make and Manage Platform from a Mobile App.

3.4. Make and Manage retains the exclusive right to determine, implement, provide or make available from time to time any Monetization Tool(s). Make and Manage Member, Make and Manage Partner and/or Invitee will not: (i) modify, remove or interfere with the Monetization Tools; (ii) provide, make available or link to services, functionality or features that compete with or are similar to or are substitutes for, the Monetization Tools; or (iii) permit, authorize or encourage a third party to engage in any of the activities set forth in clauses (i) or (iii).

3.5. In the event that Make and Manage offers certain unique feature or functionality, such as video search or music features as part of the Make and Manage Platform (each a "Unique Feature"), Make and Manage Member, Make and Manage Partner and/or Invitee will not modify, remove or interfere with Unique Features, including but not limited to, the default settings and/or the definitions thereof.

3.6. Make and Manage may enable you to use and offer to your customers via the Mobile App coupons and/or other loyalty commercial features. By creating and providing such coupons to your customers via the Mobile App, you hereby agree to comply with the Make and Manage Coupons Policy which shall also be linked from your coupons. Make and Manage Member, Make and Manage Partner and/or Invitee will not modify, remove or interfere with the Make and Manage Coupons Policy, including but not limited to, not to bypass or remove it in any manner.

3.7. Make and Manage Member, Make and Manage Partner and/or Invitee acknowledges and agrees that pursuant to the Make and Manage Platform settings that the Make and Manage Member, Make and Manage Partner and/or Invitee configured, Make and Manage may incorporate within the Mobile App, and serve the End user with, advertisements. Such advertisements may be facilitated by third party ad networks that serve advertisements originating from third parties, or be facilitated by Make and Manage that serves advertisements regarding other mobile application generated or administered by the Make and Manage Platform. We assume no responsibility or liability advertisements originating from third parties, or any third party content, products or services offered through any mobile application that Make and Manage advertises.

3.8. Make and Manage Member, Make and Manage Partner and/or Invitee acknowledges and agrees that it is solely responsible for any and all costs and expenses relating to or required in connection with Make and Manage Member, Make and Manage Partner and/or Invitee using any third party's services in connection with the development of the Mobile App.

4. SUBSCRIPTION PLANS TERMS

4.1. Terms of Payment. . In consideration for the Subscription Plan, Make and Manage Member and/or Make and Manage Partner will pay Make and Manage the fees applicable to its chosen Subscription Plan. Certain Subscription Plans entail recurring billing (monthly/quarterly/annually), others may be subject to onetime fee or are free of any charge. All fees are pre-paid via the Make and Manage Platform and are non-refundable. Make and Manage Member and/or Make and Manage Partner acknowledges and agrees that, if applicable to Make and Manage Member and/or Make and Manage Partner, services taxes will be added to all subscription fees as required by applicable tax law. In case of recurring billing, Make and Manage Member and/or Make and Manage Partner will be automatically charged in each calendar month/year(s) in accordance with the terms of its chosen Subscription Plan. "Onetime Fee" means a fee billed once for certain service package or promotion ("Onetime Fee Services"). Make and Manage will continue providing the Onetime Fee Services until: (a) Make and Manage Member and/or Make and Manage Partner terminated its Account; (b) Make and Manage terminates the Make and Manage Account or the respective Mobile App due to Make and Manage Member's and/or Make and Manage Partner's breach of this Agreement; or (c) if Make and Manage decides, in its sole discretion, to stop providing the Onetime Fee Services or major part thereof to all Make and Manage Members and/or Make and Manage Partners in general. In such case, Make and Manage will cease providing the Onetime Fee Services upon the lapse of 36 month from commencement of the Onetime Fee Services or immediately for those Make and Manage Members and/or Make and Manage Partners which the Onetime Fee Services were provided to for 36 month or more.

4.2. Termination of Subscription Plan. In the event Make and Manage Member or Make and Manage Partner terminates its subscription to any paying Subscription Plan, then such termination shall take effect in the next billing cycle. Make and Manage will not refund Make and Manage Member or Make and Manage Partner for early termination of the Agreement or for any paying Subscription Plan.

4.3. Reports. Make and Manage will provide Make and Manage Member, Make and Manage Partner and/or Invitee with access to an online page hosted on Make and Manage's servers where it can view reports and analysis regarding the usage of its Mobile App. Make and Manage will not be liable for any unavailability or inaccuracy, temporary or otherwise, of any reports, data or information provided online.

5. SWITCHING BETWEEN SUBSCRIPTION PLANS

5.1. Make and Manage Member or Make and Manage Partner (as applicable) may replace its Subscription Plan with another Subscription Plan or cancel it at any time during the term of this Agreement. Any replacement or cancellation of Subscription Plan will enter into effect immediately. Notwithstanding the foregoing, no refund will be available in case of cancellation of Subscription Plan.

5.2. Make and Manage reserve the right to notify Make and Manage Member or Make and Manage Partner (as applicable) if the number of installations of its Mobile App exceeds or is about to exceed the relevant quota of installs and/or push notifications, use of features or other plan limitations, as applicable to each Subscription Plan. In the event Make and Manage Member or Make and Manage Partner (as applicable) receives such notification, it will either have to upgrade its Subscription Plan or curtail its distribution of the Mobile App(s) and/or use of push notifications and/or features or otherwise, as applicable to its chosen Subscription Plan. Upgrade of a Subscription Plan shall only be in effect from the following month.

5.3. If Make and Manage Member or Make and Manage Partner (as applicable) exceeds its current Subscription Plan installation quota for creating Mobile Apps and/or push notifications, use of features or other plan limitation, as applicable to each Subscription Plan. and fails to upgrade its Subscription Plan (the "Payment Violation" and "Payment Violation Event") the following terms shall prevail:

5.3.1. The Mobile App control panel may cease to be available to Make and Manage Member, Make and Manage Partner and/or its Invitee(s).

5.3.2. Certain features of the Mobile App(s) that were available to Make and Manage Member, Make and Manage Partner and/or its Invitee(s) via the Make and Manage Account may cease to be available.

5.3.3. Make and Manage Member or Make and Manage Partner (as applicable) acknowledges and agrees that until Payment Violation is cured: (a) if Make and Manage Member or Make and Manage Partner (as applicable) has placed advertisement(s) in the Mobile App, using Make and Manage Platform, it will not be entitled to receive any payment with respect to any advertisement, as of the date in which the Payment Violation Event occurs and until the Payment Violation is cured (if cured), or (b) Make and Manage will have the right, at its sole discretion, to place advertisements, display notifications, promotions, offerings or otherwise in the Mobile App and/or in Invitee's control panel at the Make and Manage Platform. Make and Manage Member or Make and Manage Partner (as applicable) acknowledges and agrees that the foregoing measure is adequate and reasonable compensation due to Make and Manage in light of any Payment Violation.

5.4. Notwithstanding the foregoing, Make and Manage shall have the right to (a) take any additional actions as permitted by this Agreement when a Fraudulent Activity is taking place; (b) deactivate the Mobile App and (c) immediately terminate this Agreement , without notice, following a Payment Violation Event.

6. APP PUBLICATION ASSISTANCE SERVICES

6.1. Eligibility. In order to use Make and Manage's App Publication Assistance Services, Make and Manage Member or Make and Manage Partner (as applicable) will be required to enter into separate agreement with each of the App Store(s) and thereby create a developer account. Once such account is activated, it will be able to use our App Publication Assistance Services.

6.2. License. In the event Make and Manage Member or Make and Manage Partner (as applicable) choses to use Make and Manage's App Publication Assistance Service to open the developer account at the Store(s), under its name and on its behalf, Make and Manage Member or Make and Manage Partner (as applicable) hereby grant Make and Manage a right and license to open such developer account at the Store(s), under its name and on its behalf. Make and Manage Member or Make and Manage Partner (as applicable) further agrees to provide Make and Manage with its developer account login details with each applicable App Store (the "Account Details"). By providing Make and Manage with the Account Details, Make and Manage Member and/or Make and Manage Partner (as applicable) hereby authorizes and grants Make and Manage a right and license to (i) submit its Mobile App, under its name and on behalf, to the App Store of its choice, including without limitation, filling out forms and applications under its name and on its behalf, as required by the relevant App Store in connection with the Mobile App publication process, including forms or questionnaires for the Mobile App's content rating; based on its undertakings and representations under this Agreement (ii) upgrade or update its Mobile App resource files, to the extent such upgrade or update is applicable and/or requested by Make and Manage Member or Make and Manage Partner (as applicable) and/or the relevant App Store or as otherwise permitted by this Agreement, and (iii) remove a Mobile App from the App Store. Make and Manage Member and/or Make and Manage Partner (as applicable) represents and warrants that: (a) it will provide Make and Manage with accurate Account Details and any additional information reasonably requested by Make and Manage for the purpose of performing the actions permitted under this section; (b) it is aware that its Mobile App Content rating may be determined by Google Play or Apple Store (or any other app stores) based on the information shared by Make and Manage with the respective App Store and Make and Manage Member's and/or Make and Manage Partner's presentations with respect to Prohibited Activity (Section 1.20 hereinafter). Following publication, Make and Manage Member and/or Make and Manage Partner (as applicable) will be solely responsible to update the information shared by Make and Manage with Google Play and Apple Store to accurately depict or present its Mobile App Content. Such update shall not release Make and Manage Member and/or Make and Manage Partner (as applicable) from its undertakings or representations under this Agreement.

6.3. App Publication Assistance Services. Make and Manage may, on a case by case basis, review the Mobile App(s) and correspondence with prior to publication to the respective App Store or thereafter in the event of rejection, filling out forms and applications on behalf of the Make and Manage Member and/or Make and Manage Partner (as applicable), as required by the relevant App Store(s) in connection with the Mobile App publication process.

6.4. During the Term and the Wind-down Period, Make and Manage shall keep the Account Details. Make and Manage will use commercially reasonable efforts to safeguard the Account Details.

6.5. For avoidance of doubt, following publication of the Mobile App via the App Store(s), Make and Manage Member, Make and Manage Partner and/or Invitee (together and separately) will remain liable for the Make and Manage Member Materials added and/or made available thereby to or in the Mobile App on the App Store(s).

6.6. Make and Manage makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, with respect to, nor takes any responsibility for, (a) the acceptance of a Mobile App by any App Store(s); and (b) Make and Manage Member's or Make and Manage Partner (as applicable) compliance or non-compliance with the respective App Stores terms of use, standards or guidelines.

6.7. App Store Fee. . Make and Manage Member or Make and Manage Partner (as applicable) acknowledges and agrees that notwithstanding the App Publication Assistance Services provided by Make and Manage hereunder, each App Store may charge a fee for opening a developer account with such App Store or any other fees determined by the App Store. Such fees will be paid by the owner of such developer account directly to such App Store or as otherwise permitted by each App Store.

7. PAYMENTS

7.1. Payments by Make and Manage Member or Make and Manage Partner (as applicable) under this Agreement are being processed by ---,(the "Payment Processor"). Make and Manage may decide, it its sole discretion, to replace the Payment Processor and to process payments by itself or appoint a third party for such purpose.

7.2. All payments are made in currency as available by the Payment Processor, and are nonrefundable unless specified otherwise under the respective service.

7.3. All refunds and/or chargebacks are made in INR only.

7.4. All fees hereunder are exclusive of all taxes, levies, or duties imposed by the taxing authorities. Make and Manage Member and/or Make and Manage Partner acknowledges and agrees that it will bear and be responsible for all applicable taxes, duties and other governmental charges imposed on it with respect to this Agreement.

7.5. Transactions made over the weekend may be charged on the first following business day.

7.6. To the extent that a payment is required for a certain service, Make and Manage Member and/or Make and Manage Partner: (a) will be required to provide a credit card issued by one of the major credit card companies or any other payment method to the extent offered in connection with the respective service; and (b) will be able to use a service under this Agreement after the Payment Processor verifies that Make and Manage Member's and/or Make and Manage Partner's credit card or any other payment method it provided (to the extent applicable) for payment, is accurate and valid. Once Make and Manage Member and/or Make and Manage Partner has initiated payment, the Payment Processor will inform Make and Manage Member and/or Make and Manage Partner whether the payment has been successfully processed or if it failed. If payment verification fails, Make and Manage Member and/or Make and Manage Partner may be asked to provide an alternative credit card or payment method (to the extent applicable).

8. MAKE AND MANAGE MEMBER, MAKE AND MANAGE PARTNER AND/OR INVITEE UNDERTAKING

8.1. Make and Manage Member, Make and Manage Partner and/or Invitee will not attempt to interfere with or disrupt the Make and Manage Platform or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Make and Manage Platform for Make and Manage Member's, Make and Manage Partner's and/or Invitee's own use as permitted herein). Except as expressly specified in this Agreement, Make and Manage Member, Make and Manage Partner and/or Invitee will not: (a) use, copy, create derivative works of or modify the Make and Manage Platform or any part thereof; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Make and Manage Platform to any other person or entity; or (c) use the Make and Manage Platform or a Mobile App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. Make and Manage Member, Make and Manage Partner and/or Invitee will not disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the Make and Manage Platform or a Mobile App or any part thereof, in whole or in part, or permit or authorize any other person or entity to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

8.2. Make and Manage Member, Make and Manage Partner and/or Invitee represents and warrants that the Make and Manage Member Materials do not contain, distribute or promote any Prohibited Activity or any Content that may be regarded as Prohibited Activity. In addition, Make and Manage Member, Make and Manage Partner and/or Invitee shall not, nor shall it allow any other person or entity to: (a) create, distribute, promote or use a Mobile App by any means that constitute a Prohibited Activity; and (b) use in connection with a Mobile App or the Make and Manage Platform any Content generated by any other person or entity which is engaged in any Prohibited Activity.

8.3. Make and Manage Member, Make and Manage Partner and/or Invitee represents and warrants that it shall not, and shall not allow any third party to: (i) engage in any Prohibited Activity in connection with or pertaining to a Mobile App or the Make and Manage Platform; (ii) use a Mobile App in any manner that constitutes Prohibited Activity; (iii) add to, post or make available via a Mobile App or the Make and Manage Platform any Prohibited Activity; or (iv) distribute a Mobile App from a website that offers, distributes or promotes Prohibited Activity or as part of a promotion that includes Prohibited Activity. In the event that Prohibited Activity pertaining to any Mobile App is detected, Make and Manage Member and/or Invitee shall immediately remove and resolve such Prohibited Activity.

8.4. Without limiting any other terms of this Agreement, Make and Manage Member, Make and Manage Partner and/or Invitee acknowledges and agrees that at any time during the Term and the Wind-down Period, Make and Manage has the right, at its sole discretion (without notice) to: (a) remove Prohibited Activity and/or Fraudulent Activity from a Mobile App or the Make and Manage Platform or any Content which constitutes a Prohibited Activity and/or Fraudulent Activity; (b) take any action needed to prevent or correct Prohibited Activity; (c) assist any governmental agency or other applicable legal authorities with respect to any Prohibited Activity that was detected in or made available via a Mobile App or the Make and Manage Platform; and/or (d) report any Prohibited Activity to any governmental agency or other applicable legal authority with respect to any Prohibited Activity.

8.5. Make and Manage Member, Make and Manage Partner and/or Invitee shall not engage in and shall not encourage any other person or entity (including, without limitation and as applicable, End Users) to engage in Fraudulent Activity and/or Prohibited Activity in connection with a Mobile App or the Make and Manage Platform. Without limiting any other terms of this Agreement or other remedies available to Make and Manage, in the event that Make and Manage Member, Make and Manage Partner and/or Invitee or any other third party engages in any Fraudulent Activity and/or Prohibited Activity, Make and Manage shall have the sole and exclusive right to disable a Mobile App, suspend the Make and Manage Account or take any other applicable measures at its sole discretion.

8.6. The Terms will be embedded in any Mobile App. Make and Manage Member, Make and Manage Partner and/or Invitee will: (a) abide by the Terms; (b) use its best commercial efforts to ensure that the End Users comply with the Terms; and (c) inform Make and Manage promptly of any known violation or breach thereof. Make and Manage Member, Make and Manage Partner and/or Invitee will not: (i) modify or change any of the terms contained in the Terms; (ii) distribute a Mobile App to End Users without making the Terms available to End Users or interfere with the provision of the Terms to End Users; or (iii) circumvent the requirement that the End Users accept the Terms by accessing, using and/or downloading a Mobile App. The foregoing is a material obligation of Make and Manage Member, Make and Manage Partner and/or Invitee hereunder.

8.7. Make and Manage Member, Make and Manage Partner and/or Invitee will not use the Make and Manage Platform or a Mobile App to offer, display, distribute, transmit, route, provide connections to or store any Content or any other material that infringes copyrighted works or otherwise violates or promotes the violation of the Intellectual Property Rights of any third party. Make and Manage has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. [The Make and Manage Copyright Policy is available at: http://www.Make and Manage.com/copyright-policy/]. /]. In compliance with the safe harbor provision(s) of the Digital Millennium Copyright Act of 1998 ("DMCA"), Make and Manage reserves the right to take down any and all Content posted via use of the Make and Manage Platform or a Mobile App at any time in its sole discretion. Without limiting other provisions herein, Make and Manage Member, Make and Manage Partner and/or Invitee agrees to assist Make and Manage with any such compliance activities. Without limiting any other terms of this Agreement, if a Mobile App allows End Users to offer, display, distribute, transmit, route, provide connections to or store any material or includes services through which other users can do the same, Make and Manage Member, Make and Manage Partner and/or Invitee will: (i) adopt a policy that complies with the eligibility requirements for the DMCA safe harbors; (ii) reasonably enforce and implement said policy; and (iii) satisfy all other DMCA requirements for safe harbor eligibility, including, but not limited to, responding expeditiously to remove, or disable access to, material that is claimed to be infringing or to be the subject of infringing activity upon receipt of notification of claimed copyright infringement from us or a third party, as required by the DMCA.

8.8. Make and Manage Member, Make and Manage Partner and/or Invitee shall abide by and comply with Make and Manage Privacy Policy with respect to and in connection with Make and Manage Member's, Make and Manage Partner's and/or Invitee's use of the Make and Manage Platform and any Mobile App.

8.9. Mobile App Privacy Policy will be made available to End Users from the Mobile App. Make and Manage Member, Make and Manage Partner and/or Invitee will not modify, change, remove or circumvent the Mobile App Privacy Policy or any of its terms or remove or circumvent the availability of the Mobile App Privacy Policy.

8.10. Make and Manage Member, Make and Manage Partner and/or Invitee represents and warrants that it will: (a) not use the Make and Manage Platform or a Mobile App in any manner that may harm the privacy rights of End Users or other third parties, and (b) not collect, transmit, copy, use or commercialize in any manner any End User personally identifiable information.

8.11. Make and Manage Member, Make and Manage Partner and/or Invitee agrees that: (a) the Make and Manage Member's, Make and Manage Partner's and/or Invitee's website and/or Facebook page privacy policies and/or any activities undertaken by it will not be inconsistent with the terms of the Make and Manage Privacy Policy or Mobile App Privacy Policy as applicable to any Mobile App; (b) Make and Manage Member, Make and Manage Partner and/or Invitee will make no representations, warranties or agreements on behalf of Make and Manage in the Make and Manage Member, Make and Manage Partner and/or Invitee privacy policies; and (c) Make and Manage will not be responsible for, nor have any liability with respect to: (x) any agreement between Make and Manage Member, Make and Manage Partner and/or Invitee and an End User or an End User's breach of the Make and Manage Member, Make and Manage Partner and/or Invitee privacy policies; (y) Make and Manage Member's, Make and Manage Partner's and/or Invitee's failure to provide any Make and Manage Member, Make and Manage Partner and/or Invitee privacy policies and/or to obtain valid consent to any Make and Manage Member, Make and Manage Partner and/or Invitee privacy policies from End Users; or (z) Make and Manage Member's, Make and Manage Partner's and/or Invitee's failure to comply with the terms and conditions of the Make and Manage Member's, Make and Manage Partner's and/or Invitee's privacy policies.

8.12. Make and Manage Member, Make and Manage Partner and/or Invitee is and will be at all times responsible for all distribution channels and methods of any Mobile App(s). Make and Manage will have the right to remove any Mobile App which, in Make and Manage's sole discretion, was distributed in violation of any applicable law and industry best practices and/or this Agreement. The Make and Manage Member, Make and Manage Partner and/or Invitee (together and severally) bears sole and exclusive responsibility for ensuring the accuracy, adequacy, completeness, authenticity, validity, and legality of all Make and Manage Member Materials (including fees, prices and descriptions of products and services it offers to End Users). Make and Manage Member, Make and Manage Partner and/or Invitee will not ask or cause its End User(s) to provide any information (via the Mobile App "Forms" page or otherwise) which is or may be subject to specific rules and/or regulations (e.g. medical records, financial information) without first confirming with Make and Manage that it is compliant with such rules and/or regulations. Notwithstanding the foregoing, if such information is provided by End User(s), Make and Manage Member, Make and Manage Partner and/or Invitee will notify Make and Manage immediate to remove such info from the Mobile App.

8.13. Make and Manage Member, Make and Manage Partner and/or Invitee acknowledges and agrees that in addition to compliance with this Agreement and all Make and Manage policies incorporated herein, use of any e-commerce platforms and payment services providers in connection with a Mobile App, as well as any distribution of a Mobile App on or from any third party platforms and/or services, (collectively, the "Third Party Services") shall be subject to the respective terms and conditions prescribed by the Third Party Services, to which the Make and Manage Member, Make and Manage Partner and/or Invitee may be legally bound by virtue of its engagement with such Third Party Services (by way of example only, such Third Party Services may include Apple Store; Google Play, Amazon, Shopify and PayPal). Make and Manage is not responsible for any Third Party Services or use thereof. By opting to integrate Third Party Services in the Mobile App, the Make and Manage Member, Make and Manage Partner and/or Invitee expressly consents and authorizes Make and Manage to interface with such Third Party Services through the Make and Manage Member's, Make and Manage Partner's and/or Invitee's account therein. Unless Make and Manage Member, Make and Manage Partner and/or Invitee receives Make and Manage's prior written approval, Make and Manage Member, Make and Manage Partner and/or Invitee will not permit or authorize a third party to alter or modify any Mobile App.

8.14. Without derogating from the generality of the foregoing, if the Make and Manage Member, Make and Manage Partner and/or Invitee engages in offerings, dealings or transactions with End Users, it must comply with all applicable consumer protection laws, as well as do all of the following:

8.14.1. Enter into a direct contractual relationship (agreement) with the purchasing End User, to provide goods or services in exchange for payment or other value;

8.14.2. Be the responsible party for completing the transaction to the reasonable satisfaction of the purchasing End User, including: