SERVICE AGREEMENT

Please read the following terms and conditions carefully before registering on, accessing, browsing, downloading or using the vCard website located at www.vcard.ai, associated websites linked to www.vcard.ai, the vCard mobile app and any other similar platform (hereinafter collectively referred as "vCard Platform" or the "Platform") run by Tensor Fields Consultancy Services Private Limited, a Private Limited Company incorporated under the Indian Companies Act, 2013 and having its registered office at 8-2- 672/5&6, 6th Floor, Ilyas Mohammed Khan Estate, Road No. 1, Banjara Hills, Hyderabad - 500 034 Telangana, INDIA (hereinafter referred to as "Tensor" which expression shall where the context admits include its successors, assigns and attorneys) on any device and/or before availing any services offered by Tensor on the vCard Platform which may include services such as lending and payment solutions, lenders aggregation, point of sale financing, customer data analytics, or any other service that may be offered by vCard on the vCard Platform (hereinafter individually, and collectively, the "vCard Services" or the "Services"). For the avoidance of doubt, it is clarified that these terms and conditions shall apply to all vCard Services, whether offered by Tensor or its affiliates.

By accessing, browsing, downloading or using the vCard services or vCard platform, you agree to be bound by the terms and conditions of this agreement. If you do not wish to be bound by this agreement, you may not access, browse, download or use vCard services or vCard platform.

As used in this Agreement, "we," "us," "our" and "Tensor" means Tensor Fields Consulting Services Pvt. Ltd. and "you" or "your" shall mean individuals or entities accessing the vCard Platform or Services for the purpose of marketing, providing information, benefits about its products and services and selling vCard to potential individual customers and businesses ("marketing and selling") on a non-exclusive basis.

You represent and offer to Tensor that you have the necessary skill, experience, expertise and infrastructure to undertake the marketing and selling activities.

1. DEFINITION 1.1 Customer: shall include all Persons including the users of vCard Platform introduced to Tensor for a grant of vCard/ line of Credit. It shall also include prospective Customers.

1.2 Line of Credit: is a credit source extended to the Customer by lending partners using vCard app. 1.3 Lending Partners: shall include a Company or NBFC or a Bank or Financial Institution which is an Agreement with Tensor to provide vCard/ Line of Credit services to Customers using the vCard app developed by Tensor.

1.4 vCard: is a app-based, virtual form of credit card offered by a lending partner of Tensor. The card is digitally located on the app developed by Tensor and also has physical credit card offered by the lending partner simultaneously.

1.5 vCard app: is the application developed by Tensor which is capable of doing credit assessment, credit delivery & digital payment solution as a downloadable mobility solution and is a platform to aggregate retail credit lenders for originating prospective customers, assessing their credit worthiness, completing the lending transaction and enabling collections through the Mobile App

2. TENURE OF THE AGREEMENT This Agreement shall come into force on you accepting these terms and shall continue till the time you continue to provide marketing and selling services to us or as communicated from our end.

3. YOUR DUTIES AND RESPONSIBILITIES 3.1 You shall increase the business of Tensor and represent the interest of Tensor properly through systematic canvassing, marketing of the Products and Services to potential customers and assisting Tensor in schemes for publicizing the activities of Tensor, as and when required by Tensor. You shall introduce the potential customers to Tensor to enable the customers to enter into agreements directly with Tensor/ itís lending partners.

3.2 You shall provide such assistance and support to Tensor during advertising campaigns, mailers, loan melas or any such other promotional activities, as and when so required by Tensor.

3.3 You shall assist Tensor in completing the documentation and other security arrangements between Tensor and the customers.

3.4 You shall also be responsible, as and when requested by Tensor, to assist Tensor and its lending partners in recoveries of outstanding dues from defaulting customers, if any, in the manner as required by Tensor in writing from time to time.

3.5 You shall abide by the Code of Conduct, Ethics and Business Principles ("the Code") as prescribed by Tensor from time to time, reproduced below, which may be modified by Tensor at its sole discretion.

3.6 You shall ensure that your sales staff and representatives shall comply with the Code and all your obligations contained in this Agreement or as modified from time to time.

3.7 You shall not make any unauthorized statements, claims, warranties or representations concerning Tensor or vCard Platform and Services.

3.8 You shall not have any power to enter into any contracts or agreements directly with the customers and such contracts in respect of any Platform and Services shall be entered into only by Tensor and its lending partners. Canvassing to the prospective customers shall be done on the terms and conditions which Tensor stipulate from time to time and Tensor shall not be bound by any representations of any benefits that you may make or have made to the prospective customers on behalf of Tensor or its lending partners. You shall not deal with the customers of Tensor for promoting any other product/ service other than the product / service authorized by Tensor.

3.9 You shall submit all such documents/ papers to Tensor that has been collected from the prospective customer. You shall not insist for any such document from the customer which is not required as per the policy document of Tensor or its lending partners or unless specially instructed for processing of the proposal.

3.10 You shall not collect any amounts from the customer on behalf of Tensor or its lending partners. Any payments that are required to be made by the customer towards advance processing fee or any other charges shall be collected only by an authorised employee of Tensor or any of its lending partners under due acknowledgement to the customer.

It is clearly understood by You that You are not authorized to:



3.12 You shall not appoint any marketing or selling agent or otherwise transfer any of your rights and obligations under this Agreement to any third party, unless with the prior written consent of Tensor.

3.13 You shall also submit your financial statements, reports, information, data, documents etc., periodically and in the manner and when required by Tensor.

3.14 You shall mandatorily make use of Tensor's systems/ app to manage their business, as communicated to You from time to time.

3.15 You shall regularly update their leads' progress in the Tensorís systems/ app for Tensor to track and measure Your performance.

3.16 You shall not share the leads passed to You by Tensor with anyone outside the Tensorís system/ app unless explicitly told to do so in writing by Tensor.

4. TENSORís DISCRETION TO REJECT Tensor may, at its absolute discretion, accept or reject any vCard proposal or introduction made by You and the decision of Tensor in this regard shall be final. All proposals generated by You in the course of increasing the business of Tensor will only be referred to Tensor.

5. CONSIDERATION PAYABLE BY TENSOR TO YOU 5.1 As consideration for the services performed by You, Tensor shall pay to You, commission at the rate specified below, this rate may vary or revised from time to time. The said commission payable to You shall be paid by Tensor subject to the fulfillment of conditions mentioned in this agreement. Tensor shall not be liable to pay commission due to non-fulfillment of the conditions. You shall not question or raise any disputes in respect of the rejection of any vCard application by Tensor or its lending partners.

5.2 The discretion to pay or not of any incentives over and above the actual commissions agreed by Tensor shall be solely with Tensor.

5.3 It is clearly understood by You that You shall not be entitled to any incentive under this agreement unless it meets the minimum monthly target, which will be indicated in writing every quarter by Tensor to You under the scheme.

5.4 You shall raise the invoice using Tensor's system/ app on a monthly basis. All payments shall be made by Tensor to You only after due verification/ clarification of each such bill.

5.5 All payments due to You will be paid, after 30 (Thirty) days of date of Invoice and upon completion of all formalities with the customer, as required by Tensor and after due verification and clarification of each such bill.

5.6 Tensor will only pay commissions to You for the products and services sold using Tensor's channel partner invite code.

6. PERSONNEL/ EMPLOYEES/ SALES STAFF ENGAGED BY YOU 6.1 You shall have sufficient number of personnel/ staff to perform and carry out Your obligations under this Agreement. You shall maintain full details pertaining to such personnel employed/ engaged and shall provide it to Tensor, as and when required by Tensor.

6.2 You shall supervise the activities of such sales staff and representatives. It is clearly understood and agreed that You shall be solely responsible and liable in all respects for its employees/ personnel/ sales staff including for any breach violation of the terms contained herein or for any acts of omission or commission by them. No responsibility and/ or liability for any such employees and/ or personnel shall attach to Tensor at any time, including any responsibility and/ or liability for any payments and claims including wages and benefits of such employees, personnel and sales staff. You shall be solely responsible for payment of remuneration and compliance with applicable labor enactments with respect to such sales staff and representatives.

7. COMPLIANCE WITH LAW AND INSTRUCTIONS OF TENSOR 7.1 You shall always act in conformity with all applicable laws, rules and regulations and all instructions, (general, specific or special) as and when provided to You by Tensor. These instructions may be amended, added, modified or revised by Tensor from time to time and shall be communicated to You and You shall comply with them. It shall be your responsibility to convey the instructions/ guidelines and the amendments, additions, modifications, revisions as the case may be to its employee, staff and personnel and ensure that they are strictly adhered to.

7.2 You and your staff, employee and personnel shall always act strictly as per law and without violating any law and secure the best interest of Tensor. If he or she or they so desire they may seek further clarifications from Tensor on all or any particular matter or transaction.

8. INTELLECTUAL PROPERTY RIGHTS OF TENSOR 8.1 All intellectual property rights, including without limitation trademarks, trade name, service marks, logo, copyrights, advertising copy, material, graphics, software etc., will remain the sole property of Tensor. On a case to case basis, Tensor may, at its absolute discretion, permit the use of its name and logo on the business cards and other stationery materials used by You. However, the usage of Tensorís name and logo shall be solely for the purposes described in this agreement and will be subject to express prior written approval of Tensor and on the terms stipulated by Tensor. It is specifically made clear to You that such usage of the name and logo by You shall not create any right, title or interest in respect of the name, logo or intellectual property in favor of You.

8.2 You shall not:

8.2.1 do or omit to do any act or thing which may in the opinion of Tensor bring the name of Tensor or their corporate logo/ brand image into disrepute or which may damage, conflict with or is detrimental to the interests of Tensor;

8.2.2 make statement, representation or claim and shall give no warranty to any person in respect of the products save as may be specifically authorized in writing by Tensor ;

8.2.3 at any point of time collect cash/ instruments from the customers/ prospective customers of Tensor.

8.3 You shall use the letter-head, invoices, signs boards, signage, display materials, literature and other items (collectively "Materials") containing the name and logo of Tensor only as approved in writing by Tensor and only in connection with this Agreement. Immediately upon termination of this Agreement, DSA shall desist from using such Materials and return it to Tensor forthwith.

9. PROHIBITION OF USING PHYSICAL FORCE OR CAUSING INJURY TO PERSONS OR PROPERTIES Notwithstanding anything to the contrary contained elsewhere in this Agreement or any instructions/ guidelines given by Tensor in respect of any type of work/ assignment/ case that may be referred to by Tensor to You under this Agreement, You, Your personnel/ employees or any other person acting on behalf of or at the behest of You, shall not use any physical force and/ or cause injury either to the customer(s) of Tensor and/ or to any other person or property during the course of the execution of any obligation/ job/ task/ work referred to You for any reason whatsoever including any provocation by any person.

10. DOCUMENTS TO BE RETURNED ON THE EVENT OF TERMINATION In the event of termination of this Agreement in accordance with the provisions of this Agreement by either party or for any reason whatsoever, You shall forthwith return to Tensor all Materials, documents/ papers/ monies/ authorization letters/ properties of Tensor. You shall be responsible and liable for any loss or damages caused by not returning Materials or documents/ papers/ monies/ authorization letters/ properties of Tensor forthwith on termination of this Agreement.

11. INSPECTION AND OFFICE SPACE Tensor or its duly authorized representatives shall be entitled to enter upon your office premises at all reasonable times during the working hours of the Office of You for viewing, obtaining and inspection of the records in the office premises. You shall provide office space and furniture and make available records to Tensor for use by any officer or authorized representative of Tensor at all times during the tenure of this Agreement.

12. RELATIONSHIP 12.1 This Agreement shall be governed by the specific provisions to the agency as laid down in the Indian Contract Act and nothing contained in this Agreement or any instructions/ guidelines that may be issued by Tensor from time to time shall be construed to create any relationship of joint venture, partnership, Master and Servant or Employer and Employee as between Tensor on the one hand and You on the other or between either party hereto and the employees/ staff/ personnel of the other party. The parties understand clearly and agree that this Agreement covers only specific jobs to be carried/ performed by You.

12.2 You and your Personnel/ employee/ staff shall not be entitled by act, word, deed or otherwise to make any statement on behalf of Tensor nor in any manner to bind Tensor or to hold out or represent that the Associate/ the Personnel is acting as an employee of Tensor. The activities of the Associate and the Personnel shall not be construed to be that of Tensor.

12.3 You undertake to ensure that your Personnel/ employee/ staff will have no claim whatsoever against Tensor and shall not raise any industrial dispute either directly or indirectly, with Tensor in respect of any of their service conditions or otherwise.

13. INDEMNITY 13.1 You shall indemnify Tensor and keep Tensor fully indemnified and harmless against any loss, claim, action, proceeding, damages, expense or cost that any customer or any other person whomsoever may make against Tensor in respect of any breach, violation, act of omission or commission by You or your employee(s), staff, personnel or representative(s) under this Agreement and/ or any instructions that may be given by Tensor to DSA.

13.2 You shall indemnify and keep Tensor fully indemnified and harmless against any loss, action, proceeding, damages, expense, cost, claim or damages that any customer or any other person whatsoever may make against Tensor or which Tensor may suffer by reason of misuse by You or Your personnel/ staff/ employee of the authority given to You hereunder.

14. CONFIDENTIALITY 14.1 You shall maintain all data, facts and information which You and/ or Your Personnel/ employee/ staff may come to know or receive under this Agreement, whether orally or in writing or electronic form, in strict confidence and shall not disclose it to any person, individual or entity. Confidential Information shall mean all information relating to Tensor, its, affiliates, products and services etc., which is not in the public domain. All communications between the parties or any of them and all information and other material supplied to or received by or sent by You from or to Tensor and/ or any information concerning the business transaction coming to Your knowledge and/ or the confidential relationship between Tensor and You under this Agreement shall be kept confidential by You and by the employee, staff, representative, personnel and any other person engaged by You.

14.2 You undertake and ensure that Your Personnel/ employee/ staff undertakes that the Confidential Information shall be kept secret at all times and shall not be disclosed at any time, in whole or in part, to any person or used for any purpose other than strictly for the performance of Your obligations hereunder, that You shall take all necessary action to protect the Confidential Information against misuse, loss, destruction deletion and alteration and shall limit access to the Confidential Information to only such of Your Personnel/ employee/ staff who need to know the same to fulfill Your obligations.

14.3 You irrevocably agree and undertake that You shall not and ensure that Your Personnel, employee or staff shall not:



14.4 You hereby agree to notify Tensor promptly of any unauthorized or improper use or disclosure of the Confidential Information.

14.5 You hereby unconditionally undertakes and shall ensure that its Personnel, staff and employees, not to disclose or publish the existence of the terms or conditions of this Agreement to any third party unless such disclosure or publication is strictly required by law.

15. CONSEQUENCES OF FRAUD/BREACH You hereby acknowledge that in the event of any fraud, misrepresentation, gross negligence, willful misconduct and violation of any provision of this Agreement on Your part , then in such case Tensor shall recover the amount of loss and damage that Tensor or its lending partners may suffer as a result of above activities from You.

Nothing contained herein shall restrict the rights of Tensor to pursue any other remedy at law or in equity with respect to such activities.

You shall be entirely responsible for any fraud or misrepresentation.

16. ASSIGNMENT You shall not assign any of her/ his/ its rights and obligations hereunder to any person or party without the explicit prior written consent of Tensor in this regard.

17. NOTICE IN WRITING Any notice to Tensor shall be sent at the Registered office address mentioned above with the Kind attention to Mr Chandrasekhar.
Any notice to you can be sent by Tensor on the address provided by you as per documents submitted. Any change in the address shall be communicated to the parties on the timely basis.

18. NO DEEMED WAIVER Any forbearance, waiver or failure of Tensor to insist upon the performance of any provision of this Agreement shall not constitute a waiver by Tensor of any subsequent breach nor shall such waiver prejudice, affect or restrict the rights of Tensor hereunder.

19. GUARANTEE OF THE PERFORMANCE You declare and represent that they have requisite powers and authority to fulfill their obligations set out in the Agreement, and guarantee due performance under this Agreement.

20. AMENDMENT & ENTIRE AGREEMENT This Agreement represents the entire agreement between the parties in respect of the subject matter hereof and shall be modified, amended or varied by the Tensor at anytime. This Agreement supersedes all prior agreements, understanding and negotiations, whether oral or written between the parties hereto in respect of the subject matter hereof.

21. TERMINATION 21.1 You agree that Tensor, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate Your account (or any part thereof) or Your use of the vCardPaltform account or Your user profile, at any time. Tensor may also in its sole discretion and at any time discontinue providing access to the vCard Services or vCard Platform thereof, with or without notice. You agree that any termination of Your access to the vCard Services or vCard Platform You may have or portion thereof may be effected without prior notice, and You agree that Paytm will not be liable to You or any third party for any such termination or interruption. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Tensor may have at law or in equity. Upon termination for any reason, You agree to immediately stop using the vCard Services or vCard Platform.

However, any rights and/ or obligations including any obligation to make payment/s that may have become due, of both parties prior to the date of receipt of the notice of termination of this Agreement by Tensor shall not be prejudiced and such rights and obligations shall be enforceable despite of the termination of this Agreement.
21.2 Tensor may terminate this Agreement immediately at any time hereafter on the happening of any one or more of the following events:



22. ARBITRATION AND JURISDICTION 22.1 All disputes and / or claims and/ or questions whatsoever which shall arise during the continuance of this Agreement or afterwards either between the parties hereto or their respective representatives touching these presents, or the construction or application thereof, or any clause or thing herein contained, or any account or liability between the parties hereto, or as to any act, deed or omission of any party hereto in any way relating to these presents, shall be referred to arbitration to be conducted in accordance with the rules of arbitration and conciliation of the Arbitration and Conciliation Act, 1996 or any law pertaining to domestic arbitration as prevailing and in force at the time of such dispute/claim or question. The proceedings of such arbitration shall be held at Hyderabad.

22.2 All legal proceedings shall be subject to the exclusive jurisdiction of the Courts at Hyderabad, and the legal proceedings shall be carried in English language.

23. SEVERABILITY The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not effect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

24. HEADINGS The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

You consent to receive/ communicate data, information, updates from Tensor regarding the Services, through valid modes of communication which includes but not limited to emails, messages etc. We provide you with the opportunity to opt-out of receiving non-essential (promotional, marketing-related) communications from us after setting up an account. If you wish to remove your contact information from all Tensor communication lists and newsletters, please communicate the same in writing to Tensor.