ANGEL LICENSE

Angel License Agreement

Last revised date: 1 October, 2024

Herdum Systems Private Limited, a company registered under the laws of India (“Herdum”). “HERDUM”, “we”, “our” or “us” refers to the aforesaid company or of its appointed Distributor servicing a geographical area. “You” or “your” or “Angel” refers to yourself, the first responder, who can reach the victim of a crime closeby to your location and potentially prevent the crime being committed or minimize it’s impact, accessing our Services including all associated features and functionalities, websites and user interfaces, content and software applications associated with those Services (“Services”).

THIS ANGEL LICENSE AGREEMENT (hereinafter referred to as ‘Agreement’) IS A LEGALLY BINDING CONTRACT EQUIVALENT TO A SIGNED, WRITTEN CONTRACT, BETWEEN YOU AND HERDUM. BY CLICKING ‘ACCEPT’, OR BY ACCESSING OUR WEBSITE OR OUR MOBILE APPLICATION (“App”) OR BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU SELECT ‘DECLINE’ OR OTHERWISE DO NOT ACCEPT THE TERMS AND CONDIITONS OF THIS AGREEMENT YOU WILL NOT BE PERMITTED TO ACCESS THE SOFTWARE AS DEFINED BELOW). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, WE ADVISE YOU TO NOT ACCESS, BROWSE OR
OTHERWISE USE OUR WEBSITE, MOBILE APPLICATION OR OUR SERVICES.

This Agreement governs the use of Herdum software product known as Herdum Mobile App and related written materials (“Software”). The term “Software” also includes any modified versions or updates of the Software which may be provided to you by Herdum or any of it’s Distributors, at Herdum’s sole discretion. You must read this Agreement carefully before accepting the terms and conditions hereof.

This is an electronic Agreement. By clicking ‘ACCEPT’, you consent to enter into this Agreement in its electronic form.

Herdum grants to you a non-exclusive license to use the Software solely for your own private and personal and non-commercial use subject to the following terms and conditions:

1. Introduction

Thank you for choosing to become a Herdum Responder. Herdum provides its customers with the ability to minimize the impact of or even prevent crime against themselves by triggering an SOS via the App (“SOS Incident”) which, based on their subscription plan, is notified by us to a variety of geo-targeted first responders (“Responders”). Geo-targeting is done within a pre-specified radius around the location of the SOS Incident (“Angel Radius”) or (“Demarcated Operating Zone”) and it’s also a function of Herdum customer’s subscription plan. As a Responder you may also be a Herdum customer in which case you will first register as a Herdum User.

2. Applicability

These Terms govern your access and use of our mobile application, our websites www.iraherdum.com and www.herdum.co.za (“Website”) and all other Services. All other Services offered by us may require you to execute separate agreements. If you wish to subscribe to any of our other Service, please contact us for more information on info@herdum.co.za.

3. Eligibility to enter into these Terms

To accept these Terms you must be an individual competent to enter into a contract under the applicable law of the law of the land where our Services are being used.

4. Modification to these Terms

We reserve our right to change or revise these Terms at any time by making changes on our website. You will be notified of the changes on the device(s) where the application is being used. We encourage you to revisit and review these Terms and stay informed of any such changes. Your continued use of our Services following the posting of any such changes of the revised Terms will constitute your acceptance of such changes or revisions.

5. Types of Responders

You may be one of the following type of Responder:
5.1 Volunteer Responder

5.1.a) Special Volunteer Angel: You have volunteered to act as a Responder. You have provided us with minimum information about yourself such as: Full name, gender, current address, and mobile number.

5.1.b) Trusted Angel: You have registered yourself as an Angel, whose identification has been authenticated through an electronic know-your-customer (“e-KYC”) procedure using your universal ID, for which you have given us your consent via the App. We also obtain your address, photograph, age and alternative mobile number (if applicable) through the e-KYC process, and store it in our server.

5.2 Contracted Responder You are a Civil Defense worker, volunteer or employee of a security service provider (“SSP”) or a neighbourhood watch (“NHW”) firm, and have registered as a Responder by virtue of your contractual obligation with your employer. SSP are firms or companies in the business of private security, neighbourhood watch, estate security or management.

5.2.a) Civil Defense: You have registered as a Responder by a government agency, as per an agreement between Herdum and the government agency. You have been either employed or enlisted as a Civil Defense personnel by the said government agency that has consented to enrol you as a Responder and, for this purpose, has provided us with your contact particulars.

5.2.b) Security Service Provider: You have been registered as a Responder by a SSP as per an agreement between Herdum and the said SSP. The SSP has consented to enrol you as a Responder and, for this purpose, they have provided us with your contact particulars and made you available as a Responder. Our contract with your employer shall govern the standard operating procedure (“SOP”) that you shall follow to help a Herdum customer who has triggered a SOS using the App and hence become a person needing assistance (“PNA”).

5.2.c) Police: You are a police personnel, belonging to a police force with whom we have an understanding about the use of Herdum platform for community policing purposes and about the SOP to be followed by You when You are notified a PNA. As per this understanding, the police administration has provided us with your contact particulars and made you available as a Responder.

5.3 Independent Contractors (“GIG Worker”) You are a person who is enrolled with us as a GIG Worker for the purpose of becoming a Responder, and who will get paid by Herdum for providing response service to a PNA as per extant rates that we publish from time to time.

6. Use and access to our services

6.1. After you have installed the Software, as per the directions given, you shall use the Software on any Android or iOS powered smartphone (“Device”). You are granted only a limited non-transferable, non-exclusive non-sublicensable right to use such copies of the Software restricted to your own personal use. You shall not delete of otherwise modify the Content or Intellectual Property Rights (IPR) including any copyright and other proprietary notices that appear on or in the Software.

New Versions. Herdum, in its sole discretion, reserves the right from time to time to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software or element thereof including, without limitations to re- branding the software, or discontinue any particular software or part or element of the software temporarily or permanently (collectively, ‘Upgrade’). Information about modifications will be provided in the Software and will be available to you after logging in. You accept, acknowledge and agree that Herdum has no obligation to make available to you any Upgrades or subsequent versions of the Software. You also agree and accept that you will have to enter into a renewed version of this Agreement if you want to download, install or use an Upgrade or new version of the Software.

6.2. Account and login formalities - In order to use our Services, you will have to “sign-up” and follow the specified steps. The registration process involves you to submit certain personal information as provided herein.

6.3. You shall be responsible for all activities that occurs in your Account. You shall be responsible for the maintenance of the security and secrecy of your Account sensitive details like username and password at all times.

6.4. You agree to turn on and permit the App access to the camera, contacts, location, phone, SMS, storage services on your Device. You acknowledge that if your Device is switched off or in airplane mode or in poor or no mobile network area, if GPS services on your Device are turned off, or if you revoke the App's permission to camera, contacts, location, phone, SMS, storage services on your Device, it will not be able perform instructions given to it by the Software, which will impair the completeness and accuracy of the Services.

6.5. Your information - The information provided by you remains your property. We may, but shall not be obligated to, review or monitor, or remove your information, at our sole discretion and at any time and for any reason, without notice to you.

6.6. Maintenance of records - All the information gathered by us hereunder will be kept on cloud storage and will not be used for any other purposes except data analysis and service improvement, advertising, service modification, unless otherwise required by law.

6.7. Location - In accordance with clause 8 herein, your location shall be available and known to us at all times, except if you are Special Volunteer Angel.

6.8. SOS notification - We will notify you via the App about SOS Incident if you are within Angel Radius of the PNA. Angel Radius is a function of the PNA’s subscription plan. In respect of PNAs who have paid for a subscription plan that gives them access to one or all SSP, we will also notify the said SSP about the SOS Incident. If you are a Contracted Responder, your employer may instruct you to respond to the SOS Incident even if you are outside of the Angel Radius.

6.9. Sharing your location or movement - After you have accepted to respond to a Herdum customer’s SOS Incident that is notified to you via the App (“SOS Acceptance”), your location will be made available to the following: a) the Herdum customer care team; b) the PNA and PNA’s friends and emergency contacts (“FEC”); c) if you are a Contracted Responder, to your employer, and d) the Police response centre.

6.10. Tracking - After your SOS Acceptance, we shall track your movement for the next 24 hours, and store that information.

6.11. Chat - After your SOS Acceptance, and depending upon the Customer’s subscription plan, a chat dialogue box may be created between the mobile phone numbers of: yourself, the PNA, the FECs, and Herdum customer care. If circumstances permit, you may post messages pertaining to the SOS situation at hand so as to update the PNA and FECs. The chat dialogue box will be temporary in nature and it will be disabled upon resolution of the SOS situation. The contents of the chat will be stored by us.

6.12 Support - During the subscription term, we will provide reasonable support for installation and use of our software and Services on a reasonable request. We will reasonably respond to the support enquiries that we receive via the support option on the mobile application and/or the software. The support provided will be in accordance with our applicable support policy.

7. Consideration

No response fee or any other remuneration is payable to Volunteer Responders since they act as good samaritans and render their time and effort purely voluntarily for betterment of society.

The response fee payable to other Responders:
a) To Responders or guards of SSP: your remuneration as a Responder will be the prerogative of your employer and Herdum is not liable in any manner for the same. Herdum has a contractual arrangement with SSPs for availing of services of SSP guards as Responders.
b) To GIG Workers: your remuneration as a Responder will be as per the contract signed with you.
c) To Civil Defense personnel: your remuneration is paid by your employer.
d) To Police personnel: your remuneration is paid by your employer, the Police department.

8. Your Responsibilities

8.1 You shall keep on and permit the App access to the camera, contacts, location, phone, SMS,storage services on the Device turned “on” at all times for the application or any of our Services to work their maximum capacity.

8.2 You shall endeavour to maximize your SOS Acceptance. You shall endeavour to help the PNA to the best of your ability and in the fastest possible time period after being notified by the App of the SOS Incident. This may require you to engage with the PNA’s attacker, to call for hep by the police and/or ambulance. You shall do so in a manner that you do not endanger your own life.

8.3 After the PNA’s crisis is over, you shall give feedback about the PNA on the App. You shall cooperate with the investigations carried out by police or other investigative agencies.

9. Privacy

We take YOUR privacy very seriously. Herdum’s Privacy Policy is hereby incorporated into these Terms by reference.

10. Intellectual Property

10.1. All right, title, and interest, including without limitation, copyright, trademark and other intellectual property rights in and to the Software and any derivatives thereof are owned/ licensed by Herdum. Your use of our Services or parts thereof does not grant you any ownership or intellectual property rights. Any commercial or promotional distribution, publishing or exploitation of our Services or content related to our Services is strictly prohibited. You do not acquire any ownership rights by downloading or purchasing any of our Software or parts thereof from our website. This Agreement does not provide you with any ownership interest in the Software or with any other right other than as expressly set forth in this Agreement. The Software is protected under India and international copyright laws and treaties.

10.2. You shall not copy, alter, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. You shall not distribute or publish any content or any information obtained or derived therefrom except as permitted by applicable law.

11. Warranties

11.1. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent
introduction of viruses, Trojan viruses or similar harmful materials into our Services (but we are not responsible for harmful materials submitted by you or other users. Unless otherwise expressly stated by us, our Services:

i. Are provided “as is” and “as available” without any kind of warranties, express or implied as to its merchantability, fitness, use or performance; andii. Will not be uninterrupted or error-free, nor will the server that makes them available be free of viruses or other harmful components;

11.2 It is further acknowledged that Herdum has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.

12. Third Party Products and Services

Our Services may contain or may contain links to third party information, websites, products, Services or resources that are not owned or controlled by us. We do not endorse any such third-party content. If you access or use such third-party content through our Services, you do so at your own risk. You agree that we have no responsibility arising from your access to or use of any such third party information, websites, products, Services or resources.

13. Indemnity

You shall indemnify, defend and hold harmless Herdum and its affiliates, officers, directors, owners, agents, employees, information providers, from and against any and all liabilities and costs incurred by Herdum in connection with any claim arising out of any breach by you of your representations, warranties and covenants hereunder. In no event shall either we be liable for any indirect, special, incidental or consequential damages arising out of or in any way connected with these Terms or any matter related hereto, including without limitation, lost business or lost profits.

14. Limitation of Liability

14.1 In no event shall Herdum and its affiliates arising out of or related to these Terms be liable for any harm or injury or death or mental agony to you.

14.2 To the maximum extent permitted by law, in no event shall the aggregate liability of Herdum, its Distributors, its suppliers and its affiliates, arising out of or related to these Terms, be liable to any party for any damages including, without limitation, consequential, incidental or special damages, any lost profits or lost savings, even if a Herdum representative has advised of the possibility of such damages, or for any claim by any third party. In the event that, notwithstanding the terms of this section, Herdum or its Distributor is found liable for damages based on any defect or non-conformity in our Services, Herdum’s total liability shall not exceed INR Five thousand only (INR 5000).

15. Termination

15.1. Termination for Cause - We may terminate these Terms forthwith in case of any material breach by you. We may provide you with an opportunity to rectify your breach, your failure to cure the breach within fifteen (15) days shall lead to the automatic termination of these Terms unless otherwise extended by us.

15.2. Termination for Convenience - You are free to stop using our software and terminate these Terms at any time and for any reason by cancelling the subscription. In an event of you terminating these Terms within the subscription period, you will not be entitled to any refund.

15.3. Effects of termination - Upon expiration or termination of these Terms, you agree to be contacted by Herdum for the purpose of obtaining service feedback and possibly retention, and you must:
i. Cease using all our Service;
ii. Delete (or at our request, return) all Confidential Information or other content of ours in your possession.

16. Remedy

16.1. In case of any violation of these Terms or our Privacy Policy that can be remedied by removal of your data or taking any other reasonable action, we will, in most cases, intimate you of the violation and the most favorable remedy to us.
16.2. In case we do not hear any response from you within seven (7) calendar days, we may step in and take the appropriate action which may include disabling your account.

17. Legal Compliance

Herdum Service is made operational in limited geographies or countries, either directly or via a Distributor, as specified in our website (‘Serviced Market’). You represent and warrant that (i) You are not located in a place or country which is outside of a Serviced Market; and (ii) You undertake to not use the Software anywhere outside the Serviced Market.

18. Governing Law and Dispute Resolution

18.1. Governing Law and General Provisions - These Terms shall be governed by, construed and interpreted in accordance with the laws of India. The parties agree that the courts located within Delhi, India shall have sole and exclusive jurisdiction and venue over all controversies in connection herewith. If any part of this Agreement is found void and unenforceable, the balance of the Agreement shall remain valid and enforceable according to its terms.

18.2. Dispute Resolution - In the event of any dispute arising out of these Terms, we shall try to resolve it amicably within thirty (30) days from the date of dispute which has been reported in writing to one and other. However, upon failure to do so, any unresolved dispute shall be referred to arbitration under Singapore International Arbitration Centre within 15 (Fifteen) days of non-resolution of the dispute. The arbitration award shall be final and binding on both of us. The language of Arbitration shall be English and venue of Arbitration shall be Singapore.

19. LEGALLY BINDING

By clicking “Accept” you acknowledge that you have read the Angel License Agreement, understand it, and agree to be bound by its terms and conditions in letter and spirit.