SKYXOPS Local Terms Schedule: India

This Local Terms Schedule applies when an Order Form names the SKYXOPS India entity below as the SKYXOPS contracting entity under Section 2.5 of the SKYXOPS Subscription Agreement (the “Terms”). It forms part of the Agreement and prevails over the Terms for the matters it covers. Under Section 2.2 of the Terms, the Order Form prevails over this Schedule for the Order Form’s own Fees, billing frequency, payment dates, currency, Subscription Term, plan, billing metric, renewal measurement and hosting region, and for any term that expressly identifies the section of this Schedule that it overrides. Capitalized terms not defined here have the meanings given in the Terms.

1. Contracting Entity

1.1 SKYXOPS India. For the Order Form, “SKYXOPS” means SKYXOPS INDIA PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with corporate identity number U62013TZ2023PTC030070, PAN ABMCS2408J and GSTIN 33ABMCS2408J1ZA, and registered office at Third Floor, Sri Radha Towers, No. 347/2, Site No. 5, Namachivaya Nagar, Saravanampatti, Coimbatore, Tamil Nadu 641035, India (“SKYXOPS India”).

1.2 Who may use this Schedule. This Schedule is available to Customers established in India, meaning a Customer incorporated in India, or an Indian branch or place of business of a foreign company registered in India. A Customer established in India that has a GSTIN may instead contract with SKYXOPS CORP. in USD under the Terms without this Schedule. A Customer established in India that does not have a GSTIN must contract with SKYXOPS India under this Schedule.

1.3 Provision of the Service. SKYXOPS India resells the Service under a reseller arrangement with SKYXOPS CORP., which owns the Service and hosts and operates it as SKYXOPS India’s subcontractor. SKYXOPS India is solely responsible to Customer for SKYXOPS’s obligations under the Order Form. References to SKYXOPS CORP. as the provider of the Service or as a party in the SLA and Support Policy mean SKYXOPS India.

2. Fees, Currency and Payment

This Section 2 replaces, for the Order Form, the first sentence of Section 8.3 of the Terms (currency) and Section 8.8 of the Terms (tax cooperation), and modifies Section 8.7 of the Terms as stated in Sections 2.5 and 2.6. The rest of Section 8 of the Terms applies, including the payment period in Section 8.2 of the Terms or any other period stated in the Order Form, and the rules in Section 8.3 of the Terms that Customer pays all bank, intermediary and currency conversion charges and that a payment is treated as received only when SKYXOPS India receives the full invoiced amount in cleared funds (less only tax deducted under Section 2.5).

2.1 Currency. SKYXOPS sets its prices in US dollars. The Order Form states the Fees in Indian rupees (INR), converted from the US dollar price at the reference rate last published by the Reserve Bank of India on or before the quote date, rounded to the nearest 100. The exchange rate used for the Order Form is fixed for the Subscription Term, including for any change in Fees at an anniversary of a multi-year Subscription Term or under Sections 4.1, 4.3 or 4.6 of the Order Form, and Customer pays the Fees in INR. For each renewal Subscription Term, SKYXOPS India will convert the US dollar Fees at the reference rate last published on or before the date of the renewal notice under Section 13.2 of the Terms, and the renewal notice will state the INR Fees. The 7% limit in Section 8.9 of the Terms, and any lower limit stated in the Order Form for a multi-year Subscription Term, apply to the Rate Card in US dollars, not to the INR amounts. Thresholds and amounts stated in US dollars in the Terms or the Order Form, including the US\$50,000 blocks, the US\$2,000,000 Enterprise threshold and the upgrade fee, are measured in US dollars, and any of those amounts that is charged is converted to INR at the rate used for the Order Form or, after a renewal, for that renewal. Spend that a Cloud Provider bills to Customer in INR is converted to US dollars at the Reserve Bank of India reference rate last published in each month measured.

2.2 Invoicing and payment. SKYXOPS India will issue a tax invoice under the Goods and Services Tax laws, including an e-invoice where required. Customer will pay each invoice in INR by bank transfer to the account stated on the invoice, within the period that applies under Section 8.2 of the Terms or the Order Form.

2.3 MSME payment terms. If SKYXOPS India is registered as a micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 and states its registration number on the invoice, Customer will pay within the period required by that Act, and that Act governs interest on late payment.

2.4 GST. Fees exclude Goods and Services Tax (GST). SKYXOPS India will charge GST at the applicable rate (currently 18%) on each invoice. Customer will provide its GSTIN, if it has one, and correct place-of-supply details so that it can claim input tax credit.

2.5 Tax deducted at source. Customer may deduct tax at source from payments where Indian income-tax law requires it, at the applicable rate or at any lower or nil rate stated in a certificate issued to SKYXOPS India by the Indian tax authorities that SKYXOPS India gives to Customer. Customer will deposit the tax with the government on time, file its tax deduction statement, and give SKYXOPS India the tax deduction certificate within the time Indian income-tax law allows. Tax deducted is treated as paid to SKYXOPS India only when the credit for it is shown against SKYXOPS India’s PAN in its annual tax statement (Form 26AS or the Annual Information Statement, or any form that replaces them). If Customer does not give the certificate within the time the law allows, or the credit is not shown in that statement within 30 days after that time, Customer will pay SKYXOPS India the amount deducted within 15 days after SKYXOPS India asks. If the credit is later shown and SKYXOPS India can claim it, SKYXOPS India will repay that amount. The tax gross-up in Section 8.7 of the Terms does not apply to tax deducted under this Section 2.5.

2.6 Other taxes. Section 8.7 of the Terms applies to GST and any other Taxes, levies or duties, except taxes on SKYXOPS India’s net income, property or employees, and except as Section 2.5 states for tax deducted at source.

2.7 Stamp duty. Customer will pay any stamp duty, and any penalty, payable in India on the Order Form and the Agreement. SKYXOPS India may buy e-stamp paper for the Order Form, before sending it or at any time before relying on it in any proceeding, and add the cost to an invoice. If duty or penalty must be paid to allow the Agreement to be admitted in evidence or acted on in any proceeding, Customer will reimburse SKYXOPS India on demand.

2.8 Committed Fees. Under Indian law, the parties agree that the Fees that remain payable or become due under Sections 13.5 and 13.6 of the Terms are a genuine pre-estimate of the loss SKYXOPS India would suffer, reflecting the capacity reserved, the onboarding delivered and the pricing given in exchange for the committed Subscription Term, and are not a penalty.

3. Data Protection and Security

3.1 Roles. For Customer Personal Data, SKYXOPS India is Customer’s processor (a “Data Processor” under the Digital Personal Data Protection Act, 2023) and SKYXOPS CORP. is a Subprocessor of SKYXOPS India. The DPA applies with SKYXOPS India in place of SKYXOPS CORP. as the party, and references to SKYXOPS CORP. as the processor, the data importer or the signing party in the DPA, including Annex I and the countersignature block, mean SKYXOPS India.

3.2 Transfers outside India. Customer agrees that Customer Personal Data may be processed outside India, including in the United States, as described in the DPA, unless the Government of India restricts transfers to a particular country.

3.3 Security incidents. SKYXOPS India will notify Customer of a Security Incident as stated in Section 10.6 of the Terms. SKYXOPS India will also report cyber security incidents to the Indian Computer Emergency Response Team (CERT-In) as the directions issued under section 70B of the Information Technology Act, 2000 require, as described in Section 7.5 of the DPA. A report to CERT-In does not delay or replace the notice to Customer.

4. Governing Law and Disputes

This Section 4 replaces Section 21 of the Terms for the Order Form.

4.1 Governing law. The Agreement is governed by the laws of India.

4.2 Arbitration. Any dispute arising out of or relating to the Agreement, including its formation, validity, breach or termination, will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, administered by the Madras High Court Arbitration Centre (MHCAC) under its rules in force when the arbitration starts. The tribunal will consist of a sole arbitrator appointed under those rules. The seat of arbitration will be Chennai, and the language will be English. Subject to Section 4.4, the courts at Chennai have exclusive jurisdiction over the arbitration.

4.3 Before arbitration. Section 21.5 of the Terms (informal resolution) applies before either party starts arbitration.

4.4 Court relief and other remedies. Despite Section 4.2:

a. either party may apply to a competent court for interim measures under section 9 of the Arbitration and Conciliation Act, 1996, and doing so is not a waiver of the agreement to arbitrate;

b. either party may bring a claim for an amount due under the Agreement that is not disputed in good faith in the courts at Coimbatore, Tamil Nadu, which will have exclusive jurisdiction over that claim; and

c. nothing in this Section 4 limits any right of SKYXOPS India under the Micro, Small and Medium Enterprises Development Act, 2006, including a reference to a Micro and Small Enterprises Facilitation Council where that route is available.

5. Notices

Legal notices (as defined in Section 22.1 of the Terms) to SKYXOPS India must be sent to its registered office stated in Section 1.1, with a copy by email to legal@skyxops.com. Customer may give any other notice by email to legal@skyxops.com alone, as Section 22.1 of the Terms allows. SKYXOPS India may change its notice address by notice to Customer under Section 22.1 of the Terms.

6. Electronic Execution

The parties may sign the Agreement and Order Forms electronically, including by signing a PDF and exchanging it by email. A signed PDF sent from the business email address of a party’s signatory is that party’s original and binding signature, and neither party will dispute the validity or admissibility of the Agreement because it was signed or exchanged electronically.

7. Sections of the Terms Not Affected

All other provisions of the Terms apply unchanged, including Sections 15 (indemnification), 16 (limitation of liability) and 17 (export controls and sanctions) of the Terms. For Section 17.1 of the Terms, Sanctions Laws include those of the United Nations Security Council and of India, as they apply to SKYXOPS India. Amounts stated in US dollars in the Terms, such as liability limits, are converted to INR at the rate used for the Order Form or, after a renewal, for that renewal. Section 22.13 of the Terms (claims period) does not apply to the Agreement.