SERVICES AGREEMENT

BETWEEN

LOYALIE IT-SOLUTIONS PRIVATE LIMITED

(“LOYALIE”)

AND

BIRLA ESATES PRIVATE LIMITED

(“‘BE’”)
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[to be executed on stamp paper of appropriate value]

This SERVICES AGREEMENT (“Agreement”) is made on this [●] day of [●], 2019
(“Execution Date”), at [●], AMONGST:

A. LOYALIE IT-SOLUTIONS PRIVATE LIMITED, a private limited company

incorporated under the laws of India and having its registered office at 238B AJC
Bose Road, 1st floor, Kolkata - 700020 (hereinafter referred to as “Loyalie”, which
expression shall, unless repugnant to the context or meaning thereof, include its
successors in title and permitted assigns) of the ONE PART;

AND

B. BIRLA ESTATES PRIVATE LIMITED a private limited company incorporated

under the laws of India and having its registered office at
________________________________ (hereinafter referred to as the “BEPL”, which
expression shall, unless repugnant to the context or meaning thereof, include its
successors in title and assigns) of the OTHER PART.

Loyalie and BEPL are hereinafter individually referred to as a “Party” and collectively
referred to as the “Parties”.

WHEREAS:

A. Loyalie has created and developed a mobile application under the name and style of
“Loyalie” (hereinafter referred to as the “Loyalie App”) and a website, namely,
‘www.loyalie.com’ and ‘www.loyalie.in’ (hereinafter referred to as the “Loyalie
Website”), as digital platforms through which Loyalie offers marketing schemes,
loyalty/ reward bonuses, schemes and other offers to the existing customers and
employees of its clients (hereinafter referred to as the “Loyalie Business”);

B. BEPL is engaged in the business of construction and development and sale of real
estate and has developed/developing various residential projects in India

C. Loyalie has represented that it has the expertise, knowledge, and experience to
provide the services mentioned herein, including but not limited to create and develop
the Loyalie App and also to provide all the necessary ancillary and maintenance
services with respect to the same, subject to the terms and conditions contained herein
and has further represented that it has taken all required permissions including
registering itself as a Real Estate Agent under the provision of the Real Estate
(Regulation & Development) Act, 2016 and Rules framed thereunder in the states of
Karnataka (bearing registration number ________) and Maharashtra bearing

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registration number _____); .

D. Based on the representations made by the Loyalie , BEPL is desires of availing the
Services (as defined hereinafter) from Loyalie, and pursuant to a request from BEPL,
Loyalie has agreed to provide the Services (as defined hereinafter) to BEPL in
consideration of the Service Fees (as defined hereinafter) agreed to be paid by BEPL
to Loyalie; and

E. The Parties are entering into this Agreement to record the terms and conditions on
which Loyalie shall offer the Services to BEPL, and other matters in connection
therewith.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND

PROMISES CONTAINED HEREIN AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED,
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO, AND THIS
AGREEMENT WITNESSETH AS UNDER:

1. DEFINITIONS & INTERPRETATION:

1.1. In this Agreement, the capitalised terms, to the extent not inconsistent with the context
thereof or otherwise defined herein, shall have the meanings assigned to them in Part
A of Schedule 1 hereto. The rules of interpretation set out in Part B of Schedule 1
shall apply to this Agreement unless the context requires otherwise or as is expressly
specified otherwise.

2. APPOINTMENT AS SERVICE PROVIDER

2.1. Subject to Loyalie complying with the terms and conditions of this Agreement and
based on the representations and warranties provided by Loyalie, BEPL hereby
appoints Loyalie as a service provider to provide the Services (as more particularly
detailed under Clause 3 hereunder) to BEPL in consideration of the Service Fees (as
set out under Clause 4) to be paid by BEPL to Loyalie, during the Term (as defined
under clause 12.1) ; and Loyalie hereby accepts such appointment as the service
provider, and agrees to provide the Services on the terms and conditions set out in this
Agreement.

3. SCOPE OF SERVICES

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3.1. Online Broking Services: Loyalie shall, through the Invites Program (as defined
hereinafter and morefully detailed under Schedule 2 hereto), act as a Real Estate
Agent in respect of sale of units in BEPL’s projects to the Invitees (as defined under
the Invitee Programme morefully detailed under Schedule 2 hereto) under the Invites
Program.

3.2. Offline Broking Services: Loyalie may also, pursuant to a written request from BEPL,
from time to time, act as a Real Estate Agent in respect of sale of units of BEPL’s
project pursuant to Offline Invites.

(the Online Booking Services and Offline Booking Services as described supra shall
for the sake of brevity collectively referred to as the “Services”)

3.3. Independent Contractor: In rendering the Services as detailed under Clause Error:
Reference source not found and Error: Reference source not found supra, Loyalie
shall act as an independent contractor and not as the agent of the BEPL. Loyalie shall
maintain complete control over its employees and all of its contractors/service
providers and subcontractors and Loyalie owes its duties arising out of this
engagement solely to BEPL and to no other person. BEPL acknowledges that nothing
in this Agreement is intended to create duties towards BEPL beyond those expressly
provided for in this Agreement.

4. SERVICE FEES

4.1. Service Fee.

4.1.1. On execution and registration of a definitive document (viz., Agreement to

Sell) by BEPL with an Invitee (as defined under the Invitee Programme
morefully detailed under Schedule 2 hereto) for transfer of any real estate unit,
BEPL shall pay Loyalie brokerage of 1.25% calculated on the Total Sale
Consideration . The aforesaid brokerage and the licence fee payable towards
usage of the Loyalie App , shall be collectively referred to as “Service Fees”).
The Service Fee shall become due and payable subject to Loyalie raising an
invoice on BEPL. Once the Service Fee is paid by BEPL to Loyalie, the same
shall not be refunded to BEPL on termination of the aforementioned definitive
document executed between BEPL and the Invitee, save and except in the
event the termination of the definitive documents have occurred due to the
actions or inactions of Loyalie.

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4.2. Deductions: Save and except as provided in this Agreement, payments, including but
not limited to the Service Fees, under this Agreement shall be made without any
holdbacks, deduction or withholding whatsoever, save and except any taxes required
to be deducted at source, as per applicable Law. BEPL shall provide Loyalie with the
relevant certificates or reasons with respect to such deductions.

4.3. Non-payment: Subject to the terms of this Agreement and force majeure, Loyalie shall
be entitled to, at its sole discretion, in the event of any non-payment or delayed
payment (for a period exceeding 30 (thirty) days from the date of receipt of invoice
from Loyalie) of Service Fees hereunder: (i) revoke the licence to use the Loyalie
App granted to BEPL in pursuance to the terms hereof ; and/or (ii) suspend
performance of any or all of the Services.

5. RESPONSIBILITIES OF THE LOYALIE

5.1. Details of Inviter not to be made available: The Parties agree and acknowledge that
the details of the Invitee are being provided by the Inviter to Loyalie, and thereafter
from Loyalie to the BEPL, whereby the Invitee becomes a potential customer of the
BEPL. Details of the Inviter shall not be made available to BEPL. However, pursuant
to a request from BEPL, the category code of the Inviter (that is, whether the Inviter is
an employee/ existing customer/ other source) would be shared with BEPL.

5.2. Audit Rights to BEPL: Loyalie shall maintain a separate bank account for BEPL for
the purposes of Service Fee accruing pursuant to this Agreement (“BEPL Account”)
and Loyalie shall provide a monthly statement of the BEPL Account to BEPL, for the
purposes of ascertaining whether the payment of the Inviter Reward has been duly
made by Loyalie. Further, Loyalie shall provide BEPL with a copy of its audited
accounts as soon as the same are approved by its auditors and no later than 180 (one
hundred and eighty) days from the end of the Financial Year .

5.3. Feedback Call: Loyalie shall, after a period of 3 (three) months from the Invitee being
ascertained, based on the information provided by BEPL in Clause 7.1.7 have the
right to communicate with the Invitee for the purposes of feedback regarding the
interaction of the Invitee with BEPL, and the overall experience of the Invitee..

5.4. Loyalie shall during the validity of this Agreement, procure all the necessary
regulatory approvals, permissions and licence from various government authorities, as
may be required in relation to this Agreement and keep the same valid and subsisting
during the term of this Agreement.

5.5. In the event of any Inviter or Invitee filing any proceedings or complaint against
BEPL and/or Loyalie, inter alia in relation to the services being provided by Loyalie
under this Agreement, then Loyalie shall ensure that the same is duly defended/settled

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at the sole cost of Loyalie and there is no adverse orders passed against BEPL in this
regard.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Parties hereto agree that the Parties shall not claim or have right in the Intellectual
Property of the other as a result of this Agreement. The Parties shall not in any form or
manner whatsoever use or allow the use of the Trade Mark, Service Marks, Domain
Names or brand names of the other unless expressed by the other for the use of the
same. The Parties shall ensure that each of their respective employees/agents do not
use and/or infringe the intellectual property rights of other Party. The Parties agree
that they shall not infringe upon the intellectual property rights of the other Party.

6.2. Loyalie expressly undertakes and accepts that the details of the customers of BEPL
are the sole property of BEPL and such details shall not be used or shared by Loyalie
for any other purpose whatsoever that for providing the services to BEPL as
mentioned in Clause 3 above.

7. RESPONSIBILITIES OF BEPL

7.1. BEPL shall:

7.1.1. Set-up and Ongoing Support: From time to time, provide adequate hardware
and systems resources, as required for the purposes of installation and
operation of the Back-End Systems;

7.1.2. Licenses and Registrations: During the Term , keep and maintain all necessary
licenses, permissions and registrations valid, as are necessary for conducting
the business and activities hereunder including, but not limited to, registration
under RERA. In pursuance to the above, Loyalie shall during the Term ensure
and upkeep its registration as a Real Estate Agent under the provisions of
RERA. As part of the project specifications to be uploaded on the RERA
website, BEPL shall upload details (name and address) of Loyalie as one the
Real Estate Agent ;

7.1.3. Payment of Service Fees: Make prompt payment of all amounts due and
payable to Loyalie pursuant to this Agreement within a period of 30 (thirty)
days from the receipt of an invoice from Loyalie;

7.1.4. Accurate Information: Ensure that the information and declarations provided
in the Loyalty Programs and the Marketing Messages are true and correct and/
or not false or misleading;

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7.1.5. Loyalie’s Advertisements: Permit Loyalie to place advertisements with/ without

hyperlinks on BEPL’s website , whereby, Loyalie may offer special deals to
Loyalie Login holders. Notwithstanding anything contained hereunder, the
content for such advertisements shall be pre-approved in writing by BEPL and
Loyalie shall not deviate from the advertising content as approved by BEPL;

7.1.6. Invitee Status: Ensure that the Invitee Status of the Invitee is promptly updated
and communicated to Loyalie at every stage of the interaction between the
BEPL and the Invitee;

7.1.7. Details for Feedback Call: Communicate to Loyalie, details of the Invitee for
the purpose of a feedback call by Loyalie to the Invitee, 3 (three) months after
the Invitee is ascertained;

7.1.8. Monthly Accounts: On a monthly basis, provide Loyalie with an account

statement showing the number of sales made in the previous month through
the Invitees, matched against the Invite Code, or through offline sales by
Loyalie and also the payments received against the same and also the Service
Fee due and payable to Loyalie in respect thereof;

7.1.9. Broker Status: Inform the Invitees and persons invited through Offline Invites,
that Loyalie is a Real Estate Agent, and mention Loyalie as the Real Estate
Agent in the booking form/ allotment letter signed by BEPL with its
customers, in respect of all sales effected by BEPL. A copy of each such
booking form/ allotment letter issued and signed, shall be provided by BEPL’
to Loyalie;

8. NON-CIRCUMVENTION

8.1. BEPL acknowledges that, during the Term of this Agreement, Loyalie may disclose to
BEPL, information regarding person(s), entities or transactions. Even though BEPL
may, through reasonable inquiry, have been able to independently obtain such
information, BEPL hereby undertakes not to circumvent Loyalie, and to refrain from
acting on such information, or contacting or entering into a relationship with such
persons or entities, directly or indirectly, without the prior written permission of
Loyalie. Further, BEPL undertakes to not circumvent Loyalie by contacting any
Inviter with respect to a particular Invitee, directly or indirectly, without the prior
written permission of Loyalie.

9. REPRESENTATIONS AND WARRANTIES

9.1. Each Party represents and warrants, severally and not jointly, to the other Party hereto

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that:

9.1.1. such Party is duly organised, validly existing and good standing under the laws
of its organisation and that such Party has the full power and authority, to enter
into, execute and deliver this Agreement and to perform the transactions
contemplated hereby, respectively, and such Party is duly incorporated or
organised and existing under the Laws of the jurisdiction of its incorporation
or organisation;

9.1.2. the execution and delivery by such Party of this Agreement and the
performance by such Party of the transactions contemplated hereby have been
duly authorised by all necessary corporate or other action of such Party;

9.1.3. assuming the due authorisation, execution and delivery hereof by the other
Party, this Agreement constitutes the legal, valid and binding obligation of
such Party, enforceable against such Party in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganisation, moratorium or similar Laws affecting creditors' rights
generally;

9.1.4. The Parties represent that all conditions and things required and as may be
applicable to each Party as per all laws to be fulfilled or done (including the
obtaining of any necessary authorisations from any Government Authority)
have been done:

(i) in order to enable Parties to lawfully enter into and exercise its rights
and perform its obligations under this Agreement; and

(ii) to make this Agreement admissible as evidence;

9.1.5. Parties represent that for entering into this Agreement, Parties are acting in
their own capacity and not in the capacity as trustee of any trust or as agent on
behalf of any entity;

9.1.6. Parties represent that the execution, delivery and consummation of the
obligations contemplated hereby shall not (i) violate any applicable law or
legal requirement or other restriction of any Governmental Authority or any
provision of any document entered into by it, or (ii) conflicts with any,
document resulting into the breach of, constitute a default under, any contract
to which it is a party or is bound with;

9.1.7. The Parties represent that the compliance, performance and observation of its
obligations under this Agreement shall not violate or conflict with any
agreement, contract, arrangement and understanding or any instrument, to

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which it is a party or by which it is bound;

9.1.8. Each Party represents that it shall make best reasonable efforts to co-operate
with other Party to the fullest extent possible in order to comply with the terms
and conditions of this Agreement during the Term;

9.1.9. Each Party confirms and declares that there is no action, suit, proceeding for
its winding up have been instituted against it which will result in delay or non-
performance of its obligation under this Agreement;

9.1.10. Each Party represents that it is not a Party to or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or government agency
or instrumentality which affects the business or interests contemplated
hereunder;

9.1.11. Each Party represents that it has all rights title and interest in the Intellectual
Property Rights as provided under this Agreement; and

9.1.12. The Parties have adequate data security at par with industry standards.

9.2. BEPL represents, warrants and undertakes to Loyalie that, BEPL has, or shall have at
the relevant time, the right to disclose the details required as per this Agreement to
Loyalie, including, but not limited to, the Customer Database.

10. INDEMNITY

10.1. The Parties (each individually, an “Indemnifying Party”) hereby agree, severally and
not jointly, to indemnify and hold harmless the other Party, its affiliates, and their
respective directors (each individually, an “Indemnified Party” and, collectively, the
“Indemnified Parties”) at any time and from time to time, from and against any and
all claims, losses, damages, liabilities, fines, penalties, costs, fees and expenses
(including, without limitation, any amounts paid in settlement, interest, court costs,
out of pocket fees and other expenses of investigations, attorneys, consultants,
financial advisors and other experts), suffered or incurred, whether or not arising out
of any third-party claim (collectively, “Losses”), to which any Indemnified Party may
become subject, insofar as such Losses arise directly or indirectly out of the
following:

(a) any inaccuracy in or any misrepresentation or breach of any of the representations

and warranties by an Indemnifying Party under this Agreement;

(b) any breach or failure by an Indemnifying Party to perform any covenant,

undertaking or obligation under this Agreement; and/or

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(c) any fraud, misconduct and/ or negligence on the part of an Indemnifying Party.

Loyalie hereby agrees to indemnify and hold harmless BEPL, its directors and the
Inviters from and against any Losses arising out of any proceedings initiated by any
Governmental Authority on the basis that the Invites Program is in contravention of
RERA.

10.2. The right to indemnification under this Clause 10 (Indemnity), shall not be affected or
treated as qualified by any actual, imputed or constructive knowledge acquired or
capable of being acquired at any time by or on behalf of an Indemnified Party,
whether before or after the Execution Date, with respect to the accuracy or inaccuracy
of any representation and warranties herein, or compliance or non-compliance with
any obligation, undertaking, representation, covenant or agreement of such
Indemnifying Party under this Agreement, and no such knowledge shall prejudice any
claim for breaches of representation and warranty herein or operate as to reduce any
amount recoverable.

10.3. The indemnification rights of the Indemnified Parties under this Agreement are
independent of, and in addition to, such other rights and remedies they may have at
applicable Law or in equity or otherwise, including the right to seek specific
performance, recession, restitution or other injunctive relief, none of which rights or
remedies shall be affected or diminished by the other. Further, the Parties
acknowledge that the Indemnified Parties, other than Loyalie and BEPL, are intended
third party beneficiaries of this Clause 10 (Indemnity), and notwithstanding anything
to the contrary in this Agreement, the Indemnified Parties shall be entitled to enforce
their indemnity right hereunder.

10.4. Indemnification Procedure

10.4.1. If any Indemnified Party is entitled to indemnification hereunder, such

Indemnified Party may make an indemnity claim by giving notice to the
Indemnifying Party of the Losses or of the commencement of any proceeding
against such Indemnified Party. Such notice (“Claim Notice”) shall be in
writing and shall specify the matter which gives rise to the claim and the
amount of Loss in respect of such claim.

10.4.2. The Indemnifying Party shall, within 15 (fifteen) days of receipt of the Claim
Notice pay to the Indemnified Party the amounts set out in the Claim Notice or
in case of a Dispute, provide a written notice to the Indemnified Party that
such Indemnifying Party disputes such Claim Notice specifying in reasonable
detail the reason(s) for such Dispute, pursuant to which the Indemnified
Party(ies) may opt to resolve the Dispute regarding such claim in accordance

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with Clause 15 (Dispute Resolution).

11. CONFIDENTIALITY

11.1. General Obligation

11.1.1. Each Party undertakes that it shall not reveal, and shall ensure that its
directors, officers, managers, partners, members, employees, legal, financial
and professional advisors and bankers (collectively, “Representatives”) do not
reveal, to any third party, any Confidential Information (as defined hereinafter)
without the prior written consent of the concerned Party, regardless of whether
this Agreement is terminated or not.

11.1.2. The term “Confidential Information” as used in this Agreement means: (a)
any information concerning the Parties, business, intellectual properties,
technology, trade secrets, know-how, finance, transactions or affairs of Loyalie
or BEPL, any of their respective subsidiary or any other shareholder or any of
their respective affiliates, partners, directors, officers or employees (whether
conveyed in written, oral or in any other form and whether such information is
furnished before, on or after the date hereof); and (b) any information or
materials prepared by a Party or its Representatives that contains or otherwise
reflects, or is generated from, Confidential Information.

11.1.3. In the event that any information in the Customer Database is disclosed to
Loyalie, Loyalie undertakes to maintain the confidentiality of such
information.

11.2. Exceptions

The provisions of Clause 11.1 (General Obligations) shall not apply to:

11.2.1. disclosure of Confidential Information that is or becomes generally available

to the public other than as a result of disclosure by or at the direction of a Party
or any of its Representatives in violation of this Agreement;

11.2.2. disclosure by a Party to its Representatives and affiliates (and their partners,
officers and directors) in accordance with this Agreement provided such
Representatives and Affiliates are bound by similar confidentiality obligations;

11.2.3. obligations of disclosure to the extent required under Law or generally

accepted accounting standards applicable to any Party, or any judicial or
regulatory process, after giving prior notice to the disclosing Parties to the
extent practicable under the circumstances and subject to any practicable

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arrangements to protect confidentiality, or in connection with any proceeding

arising out of or relating to this Agreement; and

11.2.4. with respect to Loyalie, any such disclosures to its investors, advisors,
consultant’s professional advisors (lawyers, accountants etc.), fund managers,
any investment vehicles controlled by it, and/ or potential acquirers, provided
such Persons are bound by similar confidentiality obligations.

12. TERM AND TERMINATION

12.1. This Agreement shall be for a period of one year from the Execution Date (“Term”)
and will be renewed every year, on each anniversary of the Execution Date, unless
terminated in the manner mentioned below. Any renewal or extension of the Term
shall be effective only upon execution of an agreement to that effect.

12.2. This Agreement may be terminated by either Party, without cause, by giving the other
Party three (3) months’ written notice.

12.3. Either Party may forthwith terminate this Agreement upon the occurrence of any of
the following events, by giving a notice in writing to the other Party:

12.3.1. If the other Party commits a breach of the terms of this Agreement; and

12.3.2. any of the representations or warranties provided by the other party becoming
inaccurate or misleading.

12.4. Upon termination Loyalie shall de-register BEPL from the Loyalie App/ Clone App
and BEPL shall cease to use the same for the purposes of its business. However,
BEPL’s obligations towards Loyalie shall continue in respect of those Invitees who
received invitations under the Invites Program prior to such termination and Loyalie
will honour all its commitments to the Inviters and Invitees under the Invites Program
even after such termination;

13. NOTICES

13.1. Any notice given by a Party hereto to the other Party under this Agreement shall be in
writing, shall be sent by internationally recognised courier service and/or email and
shall be directed at the address and contact details and to the attention of the
respective persons specified hereafter, or such other details as may be informed by
any Party to the other Party, in writing, at least 7 (seven) days before the concerned
notice is dispatched. Any such notices shall be deemed delivered: (a) in the case of

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courier at the time of first service as evidenced by the delivery receipt; or (b) in the
case of email, at the time of transmission.

If to Loyalie

Nakuleshwar Bhattacharjee Lane,

Near Kalighat Tram Depot,
Kolkata – 700026,
West Bengal, India.

Attention: [insert]

Telephone: [insert]

Email: [insert]

If to BEPL

[Insert address]

Attention: [insert]

Telephone: [insert]

Email: [insert]

14. GOVERNING LAW AND JURISDICTION

14.1. This Agreement shall be governed by and construed in accordance with the Laws of
India.

14.2. Subject to Clause 15 (Dispute Resolution) hereof, all disputes arising out of this
Agreement shall be subject to the exclusive jurisdiction of the courts in Mumbai.

15. DISPUTE RESOLUTION

15.1. Arbitration

In the case of any dispute or differences or claim arising out of or in connection with
or relating to this Agreement or in the interpretation of any provisions of this
Agreement, or the breach, termination or invalidity hereof (the “Dispute”), the Parties
shall attempt to first resolve such Dispute through discussions for a period of 15
(fifteen) days after one Party has served a written notice on the other Party requesting
the commencement of discussions. If the Dispute is not resolved through such
discussions within the aforementioned time period, the Dispute may be referred to

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arbitration by either Party, to be finally settled by arbitration, in accordance with the

Arbitration and Conciliation Act, 1996 and Arbitration Rules of the Mumbai Centre
for International Arbitration, which rules are deemed to be incorporated by reference
in this Clause.

15.2. Venue and Procedure

The seat and venue of arbitration shall be Mumbai and the language of arbitration
shall be English. The arbitrator's award shall be substantiated in writing. The
arbitrators shall also decide on the costs of the arbitration procedure. The Parties shall
submit to the arbitrator's award and the same shall be enforceable in any competent
court of Law.

16. MISCELLANEOUS

16.1. Announcements : None of the Parties shall make or permit any Person connected
with it to make any announcement to the media or to the general public, concerning
this Agreement or any ancillary matter relating to the arrangements between the
Parties, except with the prior written approval of the other Party.

16.2. Waiver: No failure or delay by either Party in exercising any right, power or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of the same preclude any further exercise thereof, or the exercise of any other
right, power or remedy. Without limiting the foregoing, no waiver by either Party of
any breach of any provision of this Agreement shall be deemed to be a waiver of any
subsequent breach of that or any other provision of this Agreement.

16.3. Relation between the Parties: This Agreement shall not be construed to constitute a
partnership or joint venture between BEPL and Loyalie. Neither Party shall have any
right to obligate or bind the other Party in any manner whatsoever, other than as
stipulated under the terms of this Agreement, and nothing contained in this Agreement
shall give any rights of any kind to any third parties.

16.4. Amendment: No modification or amendment of this Agreement shall be valid or

binding unless made in writing and duly executed by both the Parties.

16.5. Assignment: The Parties shall not have the right to assign or otherwise transfer any
of its/their respective rights or obligations under this Agreement without the prior
written consent of other Party

16.6. Entire Agreement: This Agreement, along with Schedules and Annexures attached

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herewith, constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all other oral or written representations,
understandings or agreements relating to the subject matter hereof.

16.7. Partial Invalidity: If any provision of this Agreement or the application thereof to
any person or circumstance shall be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not
be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by Law. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision, which is valid and
enforceable and most nearly reflects the original intent of the unenforceable provision.
Provided however, if said provision is a fundamental provision of this Agreement or
forms part of the consideration or object of this Agreement, the provision of this
Clause shall not apply.

16.8. Authorisation: The Parties represent that the persons executing this Agreement on
behalf of them, if any, have the authority to so execute this Agreement on behalf of
the Parties for whom they are signing.

16.9. Covenants Reasonable: The Parties agree that, having regard to all the
circumstances, the covenants contained herein are reasonable and necessary for the
protection of the Parties. If any such covenant is held to be void as going beyond what
is reasonable in all the circumstances, but would be valid if amended as to scope or
duration or both, the covenant will apply with such minimum modifications regarding
its scope and duration as may be necessary to make it valid and effective.

16.10. Survival: The provisions of Clauses 1 (Definitions and Interpretation) along with
Schedule 1, 9 (Representations and Warranties), 10 (Indemnity), 11 (Confidentiality),
14 (Governing Law and Jurisdiction), 15 (Dispute Resolution) and 16 (Miscellaneous)
shall survive the termination of this Agreement indefinitely.

IN WITNESS WHEREOF, each Party hereto has executed this Agreement, in English as of
the Execution Date first above written, by itself or by its duly authorized representative.

For and on behalf of the withinnamed

Loyalie

For and on behalf of the withinnamed [Insert

name of BEPL]

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SCHEDULE 1

Part A

Definitions

The following capitalised terms shall have the following meanings for purposes of this
Agreement:

1. “Agreement” shall have the meaning ascribed to the term in the preamble of this
Agreement;

2. “Back-End Systems” shall mean all the systems that support the smooth
functioning and running of the Invites and Loyalty Programs, including, but not
limited to, the Loyalie dashboard;

3. “Business” shall have the meaning ascribed to the term in Recital A herein;

4. “Business Days” shall mean a day (other than a Saturday or Sunday) on which
banks are generally open in [Mumbai] for carrying on normal business of the banks;

5. “Claim Notice” shall have the meaning ascribed to the term in Clause 10.4.1;

6. “‘BEPL’” shall have the meaning ascribed to the term in the preamble of this
Agreement;

7. “BEPL Account” shall have the meaning ascribed to the term in Clause 5.2;

8. “ BEPL Sites” shall mean sites at which BEPL has developed or proposes to
develop a real estate project;

9. “Clone App” shall have the meaning ascribed to the term in Clause 3.1;

10. “Confidential Information” shall have the meaning ascribed to the term in Clause
11.1.2;

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11. “Customer Database” shall mean the details of all the customers of the BEPL;

12. “Dispute” shall have the meaning ascribed to the term in Clause 15.1;

13. “Execution Date” shall have the meaning ascribed to the term in the preamble of
this Agreement;

14. “Existing Customer Offers” shall mean [details of the offers that are available only
to the existing customers of the BEPL];

15. “Indemnified Party” or “Indemnified Parties” shall have the meaning ascribed to
the term in Clause 10.1;

16. “Indemnifying Party” shall have the meaning ascribed to the term in Clause 10.1;

17. “Invitee” shall have the meaning ascribed to the term in Paragraph A(1) of Schedule
2;

18. “Invitee Status” shall mean the current status of the Invitee’s interaction with
BEPL after details of the Invitee have been forwarded to BEPL by Loyalie, till such
Invitee is converted to a customer of BEPL and payment of the booking amount is
made by such Invitee;

19. “Inviter” shall have the meaning ascribed to the term in Paragraph A(1) of Schedule
2;

20. “Invites Code” shall have the meaning ascribed to the term in Paragraph A(1) of
Schedule 2;

21. “Invites Program” shall mean a program setup on the Clone App to incentivise the
current customers of BEPL to invite persons to Loyalie through the Clone App, as
more specifically set out in Schedule 2;

22. “Inviter Reward” shall have the meaning ascribed to the term in Clause 5.2;

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23. “Law” shall mean any applicable national, local or other laws, statutes, ordinances,
regulations, guidelines, policies, orders, rulings, judgments and other
pronouncements having the effect of laws of the applicable jurisdiction or
jurisdictions, as the case may be, enacted, issued or promulgated by a governmental
authority, as may be prevalent at the relevant time;

24. “Losses” shall have the meaning ascribed to the term in Clause 10.1;

25. “Loyalie” shall have the meaning ascribed to the term in the preamble of this
Agreement;

26. “Loyalie App” shall have the meaning ascribed to the term in Recital A herein;

27. “Loyalie Login” shall have the meaning ascribed to the term in Clause 7.1.5;

28. “Loyalie Website” shall have the meaning ascribed to the term in Recital A herein;

29. “Loyalty Program” shall mean any benefits provided to the present and future
customers of BEPL by Loyalie through the Loyalie App, the Clone App and the
Loyalie Website, including Prospective Customer Offers, Pre-Possession Offers and
Existing Customer Offers;

30. “Loyalty Vendors” shall mean vendors onboarded for offering Loyalty Programs;

31. “New Program Notice” shall have the meaning ascribed to the term in Paragraph
C(2)(a) of Schedule 2;

32. “Offline Inviter” shall mean invitations to prospective customers made by any
Person in a mode other than through the Invites Program;

33. “Person” shall mean an individual, an association, a corporation, a partnership, a

joint venture, a trust, an unincorporated organisation, a joint stock company or other
entity or organisation, a government or political subdivision or an agency or
instrumentality thereof and/or any other legal entity (in each case, whether or not
having separate legal personality);

34. “Pre-Possession Offers” shall mean [details of the offers that are available only to

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the pre-possession customers of the BEPL];

35. “Representatives” shall have the meaning ascribed to the term in Clause 11.1.1;

36. “RERA” shall mean the Real Estate (Regulation and Development) Act, 2016 and
the rules promulgated thereunder;

37. “Real Estate Agent” shall mean an “real estate agent” as defined under RERA;

38. “Service Fees” shall mean and include the brokerage and license fees payable by
BEPL to Loyalie as morefully set out under Clause 4.1;

39. “Services” shall have the meaning ascribed to the term in Clause 3; and

40. “Total Sale Consideration” shall mean consideration payable to BEPL’ for transfer
of unit(s) of the BEPL’’s project to the Invitee and/or his relatives or affiliates.

PART B - INTERPRETATION

1. References to ‘Recitals’, ‘Clauses’, ‘Schedules’ and ‘Paragraphs’ in Schedules are

references respectively to the recitals, clauses, schedules and paragraphs in the
schedules to this Agreement;
2. Words importing the singular include the plural and vice versa;
3. Words denoting one gender shall include all genders;
4. The words "include" and "including" shall be construed without limitation;
5. A reference to any document (including this Agreement) is to that document as
amended, consolidated, supplemented, novated or replaced from time to time;
6. Unless otherwise expressly stated, the words “herein”, “hereof”, and “hereunder” and
other words of similar import refer to this Agreement as a whole and not to any
particular Clause or other sub-division;
7. References to writing include any mode of reproducing words in a legible and non-
transitory form, except facsimile transmission;
8. Words and abbreviations, which have well known inter alia medical, biological,
technical or trade/ commercial meanings, are used in this Agreement in accordance
with such meanings;
9. Reference to an “amendment” includes a supplement, modification, novation,
replacement or re-enactment and “amended” is to be construed accordingly;
10. Unless the contrary is expressly stated, no Clause in this Agreement limits the extent

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or application of another Clause;

11. References to knowledge, information, belief or awareness of any Person shall be
deemed to include such knowledge, information, belief or awareness that such Person
would have if such Person has made due and careful enquiries as a person of ordinary
prudence;
12. If any provision in Part A of Schedule 1 is a substantive provision conferring rights or
imposing obligations on any Party, effect shall be given to it as if it were a substantive
provision in the body of this Agreement;
13. The Recitals hereinabove form an integral part of this Agreement and shall be
construed accordingly;
14. Where any provision of this Agreement refers to materiality in any respect, Loyalie ’s
opinion regarding such materiality shall be final and binding on the Parties;
15. Any reference to “mutual agreement” shall mean a mutual agreement in writing by the
concerned Parties;
16. Reference to "consent" or "approval" shall mean prior written consent/ approval; and
17. No provisions of this Agreement shall be interpreted in favour of, or against, any
Party by reason of the extent to which such Party or its counsel participated in the
drafting hereof or by reason of the extent to which any such provision is inconsistent
with any prior draft hereof.

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Schedule 2

Modalities of the Loyalie App/ Clone App

Once the Customer Database is uploaded on the Clone App, each existing customer on the
Customer Database shall be intimated about the Invites Program and the Loyalty Program
(details of the same are mentioned below) through Loyalie’s automated message system .

The Loyalie App/Clone App shall offer the following programs:

A. Invites Program

1. The Invites Program shall function as follows:

a. the existing customers of BEPL (forming part of the Customer Database) who have
been issued a Loyalie LogIn (“Inviter”), may identify any person intending to
purchase a unit in any of the RERA registered projects of BEPL (“Invitee”, it being
clarified that, for the purposes of determining conversion of the Invitee to a customer,
a sale to the Invitee’s relative and/or affiliates shall also be considered to be a
successful conversion);
b. the Inviter shall then, on the Clone App provide the name and contact details of the
Invitee to Loyalie (as the registered Real Estate Agent of BEPL for a particular
project) on the Clone App;
c. once invited, a unique code shall be generated by the Clone App and the same shall be
forwarded to the Invitee (“Invite Code”);
d. details of the Invitee shall then be forwarded by Loyalie to BEPL through the Clone
App via the Back-End System, as potential customers for BEPL;
e. On receipt of the details of the Invitee from Loyalie, the BEPL shall initiate
discussions with the Invitee for allotment of any units in its projects.

2. Loyalie shall, for every Invitee being converted to a customer of BEPL, be entitled to a
Service Fee.

3. Details of the successful Inviter shall be available only to Loyalie and not BEPL.

4. For the purpose of the Invites Program, the Inviter shall not be a Real Estate Agent under
RERA, as the Inviter provides details of the Invitee to Loyalie and not to BEPL.

5. BEPL shall, while identifying whether any Invitees are valid new potential customers,
any error/ typographical errors/ other mistakes in the details of Invitees shall be duly
taken into account;

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B. Loyalty Program

Various Loyalty Programs would be available as mentioned below:

1. For pre-possession customers

Customers of BEPL that have made a purchase at any of unit(s)/apartment(s) of BEPL,

but not yet taken possession of the purchased property shall be integrated into the
Customer Database and shall be provided with a Loyalie LogIn. Such customers may
avail of Pre-Possession Offers available specifically for such customers.

2. For existing customers

Customers who are residents in any of the BEPL Sites shall be provided with a Loyalie
Login. Such customers may avail of Existing Customer Offers specifically for such
customers.

C. Addition of Loyalty Programs

1. Loyalie shall incorporate in the Clone App, as new Loyalty Programs:

(a) new offers from existing Loyalty Vendors; and

(b) offers from new Loyalty Vendors,

where the above mentioned may be sourced by either by BEPL or Loyalie. However, if
sourced by Loyalie, the prior written permission of BEPL shall be required before
incorporating the same in the Clone App. The procedure for the same is set out below.

2. Through its marketing department, BEPL shall formulate Loyalty Programs from time to
time and will provide Loyalie with the necessary information and text of the marketing
message for such Loyalty Programs that are required to be sent out to the customers and
potential customers; The procedure for incorporating new Loyalty Programs, suggested
by BEPL, shall be as follows:

(a) BEPL shall intimate Loyalie in writing of any new Loyalty Vendor procured by
them along with details of the new Loyalty Program offered (“New Program
Notice”);

(b) The New Program Notice shall contain all relevant details of the Loyalty Vendor
proposed to be on-boarded on the Clone App;

(c) Loyalie may respond to a New Program Notice with requirements for any details
or clarifications with respect to such New Program, and BEPL shall respond to

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such queries within a period of 15 (fifteen) Business Days;

(d) Loyalie shall, within a period of 15 (fifteen) Business Days from the completion
of the period as mentioned in sub-Clause (c) above, incorporate the new Loyalty
Program onto the Clone App.

3. The procedure for incorporating Loyalty Vendors suggested by Loyalie shall be as

follows:

(a) Loyalie shall send a notice to BEPL in writing, seeking approval of BEPL to
incorporate any new Loyalty Program procured by them;

(b) BEPL shall within a period of 15 (fifteen) Business Days, respond to the notice
sent by Loyalie, approving or disapproving the Loyalty Program suggested by
Loyalie; and

(c) Loyalie shall incorporate the Loyalty Vendors accepted by BEPL on the Clone
App, within a period of 15 (fifteen) Business Days from the receipt of the
acceptance of BEPL by Loyalie.

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