---

1. Acceptance of Terms of Use, Conditions, Notices and Disclaimers:

Soniks Consulting Services Pvt Ltd (“ClickHCM”, “we”, “us” and terms of similar meaning) owns and operates the trademark “ClickHCM”, the website www.Clickhcm.com

By accessing the above websites and related pages, you are agreeing to accept and comply with the terms and conditions of use as stated below. If you do not agree with these Terms in their entirety, you may not use the Site

This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on our website www.clickhcm.com and you should review this Agreement prior to using the Site. Your use of the site shall be deemed to be your agreement to abide by each of the terms set forth below, including any modifications that we may make.

2. Grant of Rights, Limited License, Permitted Uses

ClickHCM offers the users a non-exclusive, non-transferable, revocable license to use the payroll processing Software as a Service.

3. Intellectual Property, Copyrights and Trademarks

“ClickHCMs” is a registered trademark. The content, algorithms, code, binaries, graphics, design, compilation, magnetic translation, digital conversion, and other matters related to the ClickHCM Application and Site are protected under applicable copyrights, trademarks, and other proprietary, including but not limited to intellectual property rights. The copying, redistribution, use, or publication by you of any such matters or any part of the Site or Application, except as allowed in this agreement, is strictly prohibited. Some of the content, logos, and trademarks on the site may be the copyrighted work or marks of third parties.

4. Sales Order Registration

Upon registration with us, you agree to:

a) All the application payments will be made directly against the respective invoices.

b) Pay for the usage of the service as per the agreed rates including the applicable taxes.

5. Payment, renewal, and other terms

5.1. ClickHCM Charges on a user basis for all the customers and collects payment for the use of its services by raising offline invoices. The method applicable to you will be indicated in your order form upon sign-up. You may sales@clickhcm.com for any information you may want on the invoicing and payments

5.2. The calculation of headcount for billing purposes shall be on the number of active employees whether payroll has been run or not. An active employee means an employee whose salary gets processed in the normal course and doesn’t include employees for whom all exit formalities have been completed in the system. An employee whose salary has been put on hold or marked for exit and employee marked as “exclude from payroll” is also considered as an active employee.

5.3. For all customers using the using application ClickHCM payments against an invoice, payment shall be made to Soniks Consulting Services Pvt Ltd by way of cheque or Demand Draft or Online transfer in favour of Soniks Consulting Services Pvt Ltd

6. Support

6.1. Support Window: Soniks Consulting Services offers a guaranteed availability of ClickHCM services. A comprehensive SLA will back this guarantee. Some of the salient features of the SLA are:

• Guaranteed service availability for 99% of the time in a calendar month excluding scheduled downtime and Force Majure.

• Price Credits to customer when availability falls below the guaranteed time

• Dedicated email & Phone support for any issues related to ClickHCM service.

• These support services will be provided on working hours of all business days.

• Monday to Friday: 9:00 AM to 6:00 PM IST (All severity tickets will be handled on a 24x7 basis on call).

7. Limitation of Liability

The user of the software is presumed to be well conversant with payroll processing and all applicable legal compliances. It shall be the user’s responsibility to cross check and confirm the accuracy of the reports, forms and data. The software platform is provided on a “AS-IS,” “AS AVAILABLE,” with “ALL FAULTS”, and all WARRANTIES, EXPRESS or IMPLIED basis. ClickHCM expressly disclaims all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, freedom from viruses or other harmful components, fitness for a particular purpose, and non-infringement. ClickHCM makes no warranty that: (a) the platform/service/software will meet your requirements; (b) the site will be available on an uninterrupted, timely, secure, or error-free basis; (c) the results that may be obtained from the use of the site or any services offered through the site will be accurate or reliable.

In no event shall ClickHCM be liable for any direct, indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use or inability to use, incurred by you whether in an action in contract or tort, arising from your access to, or use of, the site, whether or not ClickHCM has been advised of the possibility. No advice or information, whether oral or written, obtained by you from us through the site or otherwise shall create any warranty, representation or guarantee not expressly stated in this agreement.

The aggregate liability in connection with any claim arising out of or relating to the site and/or the products, information, documents, and services provided herein or hereby shall not exceed the total claim amount Rs. 1,000/- and that amount shall be in lieu of all other remedies which you may have against us.

8. Termination and effects of termination

8.1. You may terminate the usage of ClickHCM / Unsubscribe from Soniks at any time as per mutually agreed conditions. For all types of customers.

According to the conditions, customers can terminate the payroll service contract with prior written notice of 30-60 days notice period.

8.2. Upon any expiration or termination of this Agreement, and upon expiration of the Subscription Term if you do not renew in accordance with a Renewal Notice, the rights and licenses granted hereunder will automatically terminate, and you may not continue to use the Service. ClickHCM will have no liability for any costs, losses, damages, or liabilities arising out of or related to ClickHCM termination of this Agreement. Upon expiration or termination of this Agreement, ClickHCM will provide a backup file of Customer Data if requested within 30 days of termination or expiration,and ClickHCM will have no other further obligation to maintain or provide access to your Customer Data.

9. Other Terms and Conditions

9.1. Our sites may contain links to other web sites and we assume no responsibility whatsoever for the content, accuracy or opinions expressed therein.

9.2. The Site may include hyperlinks and access to content, products and services from third parties to web sites not controlled by us. We are not responsible for the availability of, and any content on those web sites. We provide these links merely as a convenience and the inclusion of such links does not imply any endorsement as to the accuracy or merchantability of the same.

9.3. You agree to indemnify, defend, and hold harmless ClickHCM, its officers, directors, partners, employees, consultants, and agents, from and against any third party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (a) violation of these Terms of Use; or (b) any viruses, trojan horses, worms, spyware, or other similar harmful programming routines input by you into the Site

9.4. You shall not subject the website or software or service or networks to reverse engineering, modification, recompilation, decompilation, disassembly or surreptitiously intercept or tamper with by whatever means and tools.

9.5. You shall not use the Services either directly or indirectly to support any activity that is illegal or in a manner that violates any state or national law.

9.6. You agree not to use any Content and Materials from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of Paybooks or any third parties.

9.7. You agree not to move, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site.

9.8. You agree not to export or re-export the Site, any data contained in the Site or the ClickHCM application or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of India.

9.9. You shall not access the website or Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or authorize any third parties to do any of the above.

9.10. You will not abuse the rights of the username and password by sharing your username, defacing our website, breaching the website security or modifying anything in our website that is not bounded by the terms of use of your username and password.

9.11. You shall not indulge in any form of harassment on the Site, including via e-mail or by obscene or abusive language. Impersonation of others, including a ClickHCM Client, employee, host, or representative or other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law. You may not upload commercial content on the Site or use the Site to solicit others to join or become members of any other commercial online service or other organization.

9.12. ClickHCM may, at any time, monitor communications and network traffic on our websites. This is to ensure that all users using our website is abiding the legal terms of use. ClickHCM will not abuse this right by using illegal means to get information from our users. ClickHCM will only need to get the necessary information to ensure security.

9.13. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information

10. User participation

ClickHCM does not and cannot review all communications and materials posted to or created by users accessing the Site and are not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user generated content on the Site, ClickHCM is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the Site. However, ClickHCM reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) violates any law or regulation or (e) offensive or otherwise unacceptable to ClickHCM at its sole discretion.

12. General

This Agreement shall be treated as though if it were executed and performed in Hyderabad, India and shall be governed by and construed in accordance with the laws of the Union of India. The Terms of Use constitute the entire, exclusive and final statement of the agreement between you and ClickHCM, with respect to the subject matter hereof, and govern your use of the website, software and service, superseding any prior agreements or negotiations, with respect to the subject matter hereof. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions of the Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the site or software or service or the terms of use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger

13. Arbitration

By using this Site, you agree that ClickHCM., at its sole discretion, may require you to submit any disputes arising from the use of this Site, or these Terms and Conditions concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the Arbitration and Reconciliation Act 1996, by one or more arbitrators appointed in accordance with the said Rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the State as set forth in the previous section.

Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay the monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute.