1. DEFINITIONS

1.1. “API” means application programming interface.
1.2. “AR” means augmented reality.
1.3. “Branded Items” means branded items (shoes, watches, beauty products, bracelets, clothes, bags, sunglasses, eyewear or similar).
1.4. “Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for business in Mumbai, India.
1.5. “Commencement Date” means the date on which Licensed Materials are first made available to Licensee in the normal course of business, which shall occur no later than two months from the Effective Date.
1.6. “Exhibit A” means the Usage Data Specification attached hereto. If any term of Exhibit A conflicts with these Terms, the terms of Exhibit A will prevail.
1.7. “Full Cycle Production” or “Production” means creation of an SKU compatible with Tigervue AR software for virtual try-on, adapted to Licensee’s requirements (subject to technical practicability). May be based on physical 3D scans or photographs of Branded Items.
1.8. “Incident” means any unplanned event in the SDK or Virtual Try-On (“VTO”) that materially degrades Licensee’s customers’ AR experience.
1.9. “Licensed Materials” means all materials delivered by Tigervue AR to Licensee under this Agreement, including:
(i) Tigervue AR’s software development kit, sample code, object and source code, and documentation (“SDK”);
(ii) 3D assets (SKUs) and any associated documentation for virtual try-on.
1.10. “Licensee’s App” or “App” means Licensee’s iOS, Android, web or other digital channel into which Tigervue AR’s AR technology is integrated.
1.11. “Optimization Services” means technical modifications to Licensee-provided 3D assets to make them compatible with Tigervue AR’s SDK, including texture, colour, and performance tuning.
1.12. “Professional Support” means support services provided by Tigervue AR’s engineers and customer-success team.
1.13. “Reference Imagery” means photographs of Branded Items supplied by Licensee, reflecting colour, texture, lighting and other key requirements for 3D asset creation or optimization. One free revision per SKU; further revisions incur additional fees.
1.14. “Term” means the period beginning on the Effective Date and continuing through the Usage Period, including any Renewal Term.
1.15. “VTO” or “Virtual Try-On” means each individual launch of an SKU in Licensee’s App that invokes Tigervue AR’s AR algorithms.
1.16. “Usage Period” means the period beginning on the Commencement Date and lasting for the duration specified in the Cover Sheet, during which Licensee makes commercial use of the Licensed Materials.

2. SOFTWARE DELIVERY AND SERVICES

2.1. SDK Delivery
Tigervue AR will provide Licensee with activation keys and download links for the SDK within twenty (20) Business Days of Licensee’s written request.

2.2. Integration & Support
Licensee will integrate the SDK into its App promptly. Tigervue AR will conduct a Best Practices Workshop and provide Professional Support as specified in the Cover Sheet; additional support is charged at Tigervue AR’s then-current hourly rates.

2.3. Usage Period
During the Usage Period, Licensee will enable end users to access VTO functionality in its App.

2.4. SDK Updates
Tigervue AR may publish updates to the SDK; Licensee must install updates as recommended, or Tigervue AR will not be liable for any failures to function.

2.5. Content Services
2.5.1. If Content Services (3D asset creation/optimization) are requested and priced in the Cover Sheet, Tigervue AR will perform them.
2.5.2. Licensee must submit Reference Imagery and written requirements.
2.5.3. All asset production/optimization depends on the quality of Reference Imagery.
2.5.4. Upon completion, assets will be uploaded to Tigervue AR’s content-management system or shared via secure link.
2.5.5. Licensee has three (3) Business Days to submit feedback; otherwise assets are deemed accepted.
2.5.6. One revision per SKU is free; further revisions incur fees.
2.5.7. Tigervue AR will use commercially reasonable efforts to resolve Incidents not caused by Licensee’s infrastructure or network.

3. LICENSE AND IP RIGHTS

3.1. Grant of License
Tigervue AR grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials solely to enable VTO in Licensee’s App during the Usage Period.

3.2. Scope
License includes use of SDK libraries, APIs and documentation to deliver AR features in Licensee’s products.

3.3. Retention of Rights
All rights, title and interest in Licensed Materials remain with Tigervue AR. Licensee acquires no ownership rights.

3.4. Licensee IP
All elements of Licensee’s App (excluding Licensed Materials) remain Licensee’s sole property.

3.5. Licensee to Tigervue AR
Licensee grants Tigervue AR a worldwide, royalty-free license to use any SKUs created or optimized for Licensee for Tigervue AR’s marketing and portfolio, including on www.tigervue.com.

4. DATA COLLECTION & PRIVACY

4.1. Usage Data
Tigervue AR may collect anonymized usage data (see Exhibit A) to improve performance and prevent fraud. Tigervue AR retains all rights in aggregated Usage Data.

4.2. Minimal Personal Data
Should Tigervue AR collect any personal data (e.g. IP address) to deliver services, it will act as data controller under the Information Technology Act 2000 and Reasonable Security Practices Rules 2011, and delete personal data within one (1) week of collection.

4.3. Licensee Disclosures
Licensee must disclose in its privacy policy that IP addresses may be collected by Tigervue AR and assist with any user or regulator inquiries.

5. MODIFICATION RESTRICTIONS

Licensee shall not remove proprietary notices, reverse-engineer, decompile or otherwise attempt to derive source code from the Licensed Materials or deviate from the documented API usage.

6. MARKETING

6.1. Approval for Publicity
Neither Party shall issue press releases or social-media announcements regarding this Agreement without the other Party’s prior written consent.

6.2. Portfolio Rights
Tigervue AR may, without further approval, use Licensee’s name, logo and non-confidential materials in its marketing, case studies and on tigervue.com. These rights survive termination.

7. FEES & PAYMENT

7.1. Fees
7.1.1. License fees apply per digital placement (web, iOS, Android, etc.).
7.1.2. Fees apply per SKU category and number of assets produced/optimized.
7.1.3. Additional services are quoted upon request.

7.2. Payment Terms
7.2.1. Invoices are due forty-five (45) calendar days from date of invoice.
7.2.2. Payments are made in Indian rupees (INR) or currency in the Cover Sheet, by wire transfer or other agreed method.
7.2.3. Fees exclude applicable GST or other taxes, which Licensee will pay.
7.2.4. Invoice disputes must be raised in writing within five (5) days; otherwise invoices are deemed accepted.
7.2.5. For usage-based (VTO) fees, Tigervue AR will furnish a month-end usage report; disputes must be raised within five (5) Business Days.

8. REPRESENTATIONS & WARRANTIES

8.1. Mutual Authority
Each Party represents it has authority to enter and perform this Agreement.

8.2. Tigervue AR Warranty
Tigervue AR warrants that, to its knowledge, Licensed Materials don’t infringe third-party IP rights.

8.3. Licensee Warranties
Licensee warrants that:
• It holds all rights to Reference Imagery and content needed for SKUs.
• Its App will not contain unlawful, infringing or objectionable material.
• It will comply with all applicable laws, including the Information Technology Act 2000 and rules thereunder, POCSO, and any data-protection laws.
• It is not barred by any Indian or foreign trade restriction from receiving Licensed Materials.

8.4. Disclaimer
Except as expressly stated herein, Licensed Materials are provided “as is,” without any other warranties, express or implied, including merchantability or fitness for a particular purpose to the fullest extent permitted by law.

9. EXPORT COMPLIANCE

Licensee shall not export or re-export Licensed Materials in violation of India’s Foreign Trade (Development & Regulation) Act or to any embargoed destination. Licensee will immediately notify Tigervue AR of any restriction or denial of export privileges.

10. INDEMNIFICATION

Licensee shall indemnify and hold Tigervue AR and its affiliates harmless against any third-party claims arising from Licensee’s breach of this Agreement, its use of Licensed Materials, or infringement of any third-party rights.

11. CONFIDENTIALITY

11.1. “Confidential Information” means any non-public commercial, technical or strategic information disclosed by either Party.
11.2. The Receiving Party shall protect Confidential Information with the same care as its own, not use it except to perform this Agreement, and not disclose it except to those who need to know and are bound by confidentiality.
11.3. These obligations survive for three (3) years after termination.
11.4. Upon request or termination, the Receiving Party shall return or destroy all Confidential Information and confirm in writing.

12. RENEWAL & TERMINATION

12.1. Automatic Renewal
Unless either Party gives sixty (60) days’ prior written notice, the Usage Period renews annually for successive one-year terms.

12.2. Pilot Period
If a pilot term is specified, Parties will discuss conversion to a full-term license before pilot expiry; absent agreement, the Agreement terminates at pilot end.

12.3. Termination for Insolvency
Either Party may immediately terminate upon notice if the other becomes insolvent or bankrupt.

12.4. Material Breach
Either Party may terminate if the other materially breaches and fails to cure within fifteen (15) Business Days of notice.

12.5. Post-Termination
Upon termination, Licensee shall remove all Licensed Materials from its App and delete all copies within ten (10) days.

12.6. Survival
Sections 1, 4, 5, 7, 8, 9, 10, 11, 13, 14, 17, 18 and 19 survive termination.

13. LIMITATION OF LIABILITY

Neither Party shall be liable for indirect, incidental, consequential or punitive damages. Tigervue AR’s total liability under or relating to this Agreement shall not exceed the total fees paid by Licensee during the twelve (12) months preceding the claim.

14. ANTI-BRIBERY & ANTI-CORRUPTION

14.1. Each Party shall comply with applicable anti-bribery laws, including the Prevention of Corruption Act 1988 (India), and maintain adequate internal controls to prevent misconduct.

15. FORCE MAJEURE

Neither Party is liable for delays caused by events beyond reasonable control (e.g. pandemics, natural disasters, government actions) provided it gives prompt notice and reasonable mitigation efforts. If such event persists over thirty (30) days, either Party may terminate.

16. INDEPENDENT CONTRACTOR

The Parties are independent contractors; nothing creates a partnership, joint venture or agency relationship.

17. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Mumbai, Maharashtra shall have exclusive jurisdiction over all disputes arising out of or in connection herewith.

18. NOTICES

Notices must be in writing and sent by registered mail, courier or email (with read-receipt) to:

• Tigervue AR Private Limited
  12th Floor, TechTower, Bandra Kurla Complex, Mumbai 400051, India
  Email: legal@tigervue.com
• Licensee
  As specified in the Cover Sheet.

Notices are effective upon delivery.

19. GENERAL PROVISIONS

19.1. Entire Agreement. These Terms, the Cover Sheet and Exhibits embody the entire agreement.
19.2. Assignment. Tigervue AR may assign to any affiliate. Licensee may assign to an affiliate or successor by merger only with Tigervue AR’s prior written consent.
19.3. Severability. Invalid provisions shall be severed; the remainder remains in full force.
19.4. Amendment. Tigervue AR may amend these Terms by posting at www.tigervue.com/terms ten (10) days before changes take effect. Tigervue AR will use reasonable efforts to notify Licensee of material changes. Licensee may terminate if it objects by giving thirty (30) days’ notice prior to the effective date of the amendment.
19.5. Waiver. No waiver is effective unless in writing.

EXHIBIT A

Usage Data Specification
Tigervue AR may collect the following anonymized data to improve quality and prevent abuse:

1. SDK Session Data
   1.1. User actions performed
   1.2. Product type and ID viewed
   1.3. Session duration, FPS
2. Device Information
   2.1. Device model
   2.2. Operating system and version
   2.3. Country (derived from IP)
3. Licensee name and App identifier
4. Error logs, including SDK version
5. Tigervue AR ID – a rotating, non-identifying session ID

EXHIBIT B

SERVICE LEVEL AGREEMENT (SLA)

Target Availability: 99.5 % uptime per calendar month during the Usage Period.

Incident Reporting: Licensee notifies via support@tigervue.com with sufficient detail. Responses and resolutions measured in Mumbai Business Days, 10 am–6 pm IST:

— Urgency Levels:
• P1/Critical: service unusable; severe business impact
• P2/High: major features impaired; high impact
• P3/Moderate: partial feature loss; moderate impact
• P4/Low: minor issues; low impact