General Services Agreement

This Services Agreement (the "Agreement") constitutes a legally binding agreement between you (whether an individual,  corporation, or other entity) ("Client") and VCL, where "VCL" means a company commissioned by Client to perform Services  (as defined below) and where that company directly or indirectly controls, is controlled by, or is under common control with  WordX Private Limited, a company incorporated under the laws of Sri Lanka and the United States (Ohio), and having its  registered office at "Rathnapalee", Lumbini Lane, Maithree Mw, 11380, Sri Lanka (any affiliate or subsidiary of WordX Private  Limited), where "control" means ownership of more than fifty percent (50%) of the securities or voting power of the subject entity,  and in the context of any other business entity, shall mean the right to exercise similar management and control of such entity.  

As used herein, "Services" means those services provided or to be provided by VCL as set forth in the applicable Order Form,  which may include without limitation, localization, translation, interpretation, linguistic validation or related services, and/or in  connection with these, desktop publishing, project management and/or engineering of software files, text, and other computer  medium, and/or reading from a prepared script. An "Order Form" means (i) Client's signature or other indication to VCL of the  acceptance of a quotation, statement of work or other ordering document of VCL for Services which specifically references this  Agreement; or ( i) a purchase order of Client or other written payment instruction approved by VCL to commence the provision  and delivery of Services. The terms and conditions of this Agreement are hereby incorporated by reference into each Order  Form. In the event of any conflict or inconsistency between the provisions of this Agreement or any Order Form, the provisions of  the Order Form shall control. 

Subject to the terms of this Agreement, VCL shall provide to Client and Client agrees to pay for the Services. VCL shall assign to  Client a l proprietary rights in the deliverables and related materials ("Deliverables") created by VCL pursuant to the terms of this  Agreement, subject to Client's full payment with respect to such Services and any limitations associated with intellectual property  rights of third parties. 

Client accepts that it is responsible for verifying that the Services are suitable for its needs. Client shall supply to VCL in a timely  manner, a l components, files, documents, information, and other materials ("Client Materials") reasonably necessary to enable  VCL to provide the Services. Client confirms that it owns or is lega ly entitled to possess and use such Client Materials and  hereby grants to VCL a non-exclusive, royalty free license, and to a low its employees, contractors, and agents to, use, copy,  modify, and create derivative work of the Client Materials solely for purposes of providing the Services. VCL sha l not be  responsible for any delay or failure to perform Services or provide Deliverables which is caused by Client's delay or failure to  provide Client Material or to fulfil Client's other obligations under the applicable Order Form. If VCL is so delayed or prevented  from ful performance for a period of thirty (30) days or more, VCL may, without limiting its other remedies hereunder, invoice  Client for a l Services performed but not already invoiced. Client's failure to supply the foregoing when reasonably required by  VCL shal relieve VCL of any obligation to perform Services to a previously agreed schedule. Client sha l indemnify VCL from  and against any liability, losses, damages, costs, and expenses arising from VCL's use or possession of any Client Materials  supplied by Client to VCL. Client sha l, within ten (10) business days of receipt of any finished Deliverable, notify VCL in writing  of any suspected defects or errors. In the absence of such notification, Client sha l be deemed to have accepted the Deliverable of  the Services. Client sha l not withhold acceptance because of any discrepancy which does not significantly compromise the  accuracy of any Deliverable.

 Client agrees to pay to VCL for the Services the fees and expenses set forth on the applicable Order Form in the currency  specified therein. All payments due to VCL hereunder are due within thirty (30) days of the date of the applicable invoice. All  unpaid amounts due to VCL hereunder shall bear interest at the rate of one and a half percent (1.5%) per month or the highest rate permitted by law, whichever is less, and/or suspend Services until overdue amounts are paid. Client shall be responsible for  a l taxes levied on transactions under the relevant Order Form, including without limitation, country, federal, state, local sales, use,  excise, value-added, withholding or similar taxes (specifica ly excluding taxes based on VCL's income) which may be separately  stated on the invoice. Except as otherwise expressly provided herein, a l Service fees and expenses are non-cancelable and non refundable and are exclusive of any and a l taxes.  If the term of an applicable Order Form exceeds one (1) year, the Service fees for the Services shall be automatically adjusted for  inflation annually, being the higher of four percent (4%) or the annual percentage change in the Consumer Price Index (A l items)  as published by the relevant statistical office based in VCL's country of registration. Such price changes shall not apply to Order  Form already in effect.

Each party represents and warrants to the other that: (a) the approval and/or execution and performance of an Order Form by  such party does not, and will not, conflict with or violate any other agreement or binding obligations with third parties, or any  applicable laws, rules or regulations. VCL represents and warrants to Client it will perform the Services in accordance with  customary industry standards. 

EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 4, VCL, ON BEHALF OF ITSELF, ITS  SUPPLIERS, CONTRACTORS AND AGENTS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND  REPRESENTATIONS AND OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY  IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, OR TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL  OF WHICH ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY LAW. 

This Agreement shall expire when a l the obligations of the parties under the relevant Order Form(s) are complete. Either party  may terminate this Agreement (i) with immediate effect if the other party breaches any material term of this Agreement and fails to  cure such breach within fourteen (14) days from the date of receipt of written notice specifying the breach; or ( i) without cause  upon thirty (30) days prior written notice to the other party. Upon such expiration or termination of this Agreement or any Order  Form, Client shall pay VCL in full for a l early cancellation fees, a l Services performed, including any work-in-progress and a l  reimbursable expenses incurred by VCL up to the effective date of termination, and each party shall return to the other any  property or Confidential Information in its possession belonging to the other party. Termination sha l not affect any accrued rights  and liabilities of either party 

In no event shall either party be liable hereunder for any consequential, special, indirect, incidental, punitive or exemplary damages  of any kind, or for loss of business revenues or profits, business interruption, or loss of business information, even if a party has  been advised of the possibility of such damages.  In not event shall either party's liability under this Agreement or any Order Form, in contract, tort or otherwise, exceed the lesser  of the total amount of Service fees paid/or payable to VCL for Services under the applicable Order Form during the twelve (12)  month period prior to the date the cause of action arose, or fifty thousand US dollars ($50,000 USD) 

Each party shall (i) maintain in confidence a l information disclosed by the other relating to the disclosing party's business  ("Confidential Information"); and ( i) use such information only in connection with this Agreement. This provision shall not apply to  information which (i) becomes generally available to the public through no fault of the receiving party; ( i) was independently  developed by the receiving party without access to the disclosing party's Confidential Information; ( i) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not  prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation; or (iv) is  disclosed by VCL to its subcontractors for use only in connection with this Agreement and under a duty of confidentiality no less  onerous than that of the parties hereunder. The parties agree that a l confidentiality obligations sha l survive for a period of three  (3) years from the date of disclosure and that each party sha l, upon request, return or delete a l documents and electronic media  containing the other party's Confidential Information, including a l copies thereof. 

 Each party acknowledges and agrees that any unauthorized disclosure or other violation, or threatened violation of this  Agreement, by a party may cause irreparable damage to the other. Accordingly, without prejudice to the rights and remedies  otherwise available to each party, each party sha l be entitled to seek an appropriate injunctive relief to prevent any breaches or  violations of this Agreement without the posting of any bond or other security.

If Client Materials contains any personal data or any PII or PHI, the Data Processing Agreement ("DPA") available at the  following link  https://www.vaaaque.com/general-service-agreement shall apply and the DPA will be incorporated herein by reference. The  processing details (the duration, the nature, means and purpose of the processing, the types of personal data and categories of  data subjects) shall be specified by the Client in the Order Form to this Agreement which is hereby incorporated and forms part  of the DPA. 

This Agreement will be governed by and construed in accordance with the laws of Sri Lanka, excluding that body of laws known  as conflicts of law. 

Any legal action or proceeding arising under this Agreement will be brought in the courts of Sri Lanka and the  parties hereby irrevocably consent to the personal jurisdiction and venue therein. 

However, if Client's principal place of business is in a different jurisdiction, the following shall apply: 

If Client's principal place of business is within the European Union, this Agreement will be governed by and construed in  accordance with the laws of the Netherlands.

If Client's principal place of business is the United States, then this Agreement will be governed by and construed in accordance  with the laws of the State of Ohio.

If Client's principal place of business is within China, this Agreement will be governed by and construed in accordance with the  laws of the People's Republic of China.

If Client's principal place of business is Japan, then this Agreement will be governed by and construed in accordance with the laws  of Japan.

The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply 

11.1 Entire Agreement  

This Agreement, including any Order Forms or schedules hereto, constitutes the entire and exclusive understanding and agreement  between Client and VCL with respect to the subject matter hereof and supersedes a l prior and/or contemporaneous agreements  and understandings, written or oral, between Client and VCL with respect to the subject matter hereof. Any terms and conditions  contained in any Client purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement wil  be deemed stricken from such purchase order, unless expressly agreed to in writing by VCL.

11.2 Severability

If any provision of this Agreement is found invalid, unlawful or unenforceable by any court of competent jurisdiction or other  government authority, (i) such provision wil be deemed replaced with an enforceable provision which most closely embodies the  original intent of the parties, and ( i) the remaining provisions wil continue in ful force and effect.

11.3 Amendments 

Except as expressly agreed to by each party's authorized representative in the relevant Order Form, this Agreement may not be  amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorized  representative of VCL and Client.  

11.4 Waiver  

The failure by either party to enforce any provision of this Agreement wil not constitute a waiver of future enforcement of that or  any other provision.  

11.5 Assignment  

Client will have no right to assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without VCL's  prior written consent. Any attempt to assign this Agreement, without such consent, wil be nul and of no effect. Subject to the  foregoing, this Agreement wil bind and inure to the benefit of each party's successors and permitted assigns.  

11.6 Notices 

 Al notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile/digital transmission,  by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All  communications will be sent to the addresses set forth in the relevant Order Form or to such other address as may be specified by  either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by  giving written notice to the other party by the means specified in this Section.  

11.7 Counterparts  

The exchange of a fully executed Agreement (in counterparts or otherwise) by digital signature or by other electronic means, such  as portable document format (.pdf) file, shall be sufficient to bind the parties to the terms and conditions of this Agreement.  

11.8 Third Party Beneficiaries  

This Agreement and any Order Form shall be solely between VCL and Client, and no other persons or entities shall have any right  to enforce any provisions thereof. Except where expressly provided to the contrary, this Agreement is not intended to be for the  benefit of, and shall not be enforceable by, any person who is not named at the date of this Agreement as a party to it or any  person who claims rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and neither party can declare itself  a trustee for the benefit of a third party. 

11.9 Relationship to the Parties 

The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership,  joint venture, employment, franchise, or agency between the parties. Neither party wil have the power to bind the other or incur  obligations on the other's behalf without the other's prior written consent.

 11.10 Non-Solicitation  

During the term of this Agreement, and for period of twelve (12) months after the date of expiry, completion or termination,  neither party shall, without the prior written consent of the other party, either indirectly or directly solicit, or seek to solicit, the  services of any employee or contractor of the other party involved in providing, carrying out or receiving the Services. If either  party breaches the terms of this Section 11.10, the party in breach agrees, by way of liquidated damages and not a penalty, to pay  the other, 'the Injured party' a sum equal to six (6) months of the annual salary of the employee concerned. Notwithstanding the  foregoing, nothing in this Section 11.10 will be construed to prohibit either party from hiring any person who, without solicitation  or recruitment by the hiring party, responds to any advertisement for employment in a newspaper, electronic media or otherwise  genera ly available public media or if in the event both parties mutually agree in writing in advance of any hiring to permit the other  party to hire such person, subject to the terms and conditions of the parties written agreement.  

11.11 Subcontracting  

VCL may utilize its local affiliates and/or freelance/linguistic contractors who have signed a VCL vendor agreement ("Authorized  Contractors") in providing Services to Client under this Agreement. VCL affiliates and Authorized Contractors wil be used to  meet Client's specialized language requirements and increases in demand and turn-around time. With the exception of affiliates and  Authorized Contractors, VCL may not subcontract the Services without the prior consent of Client. VCL shall remain fully  responsible to Client for the performance of such subcontracted Services.  

11.12 Force Majeure  

Except for payment obligations hereunder, neither party wil be responsible for delays or failures of performance under this  Agreement or any Order Form due to circumstances beyond its reasonable control, including without limitation, as caused by acts  of God, war, epidemic, pandemic, terrorism, civil disturbance, court order, fire, flood, extreme weather conditions, strikes or  other labor disturbances ("Force Majeure"). If the Force Majeure event lasts for longer than forty-five days, either of the parties  shall be entitled to terminate the Agreement in writing.  

11.13 Marketing Assistance  

Client agrees as a part of this Agreement to actively participate in VCL's Customer Reference Program. Such participation  includes use of Client's logo in VCL marketing materials, press releases or speaking engagements, use of Client's name in VCL's  regulatory filings, and Client taking ca ls from prospective VCL customers to share Client's experiences with VCL's offering.  

11.14 Language  

If this Agreement is translated into a language other than English, the English language version shall control. Should Client have any  questions concerning the terms of this Agreement, these may be addressed to the VCL Legal Department  legal@vaaaque.com.  

Version 1, 1 March 2022