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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

This Master Agreement For Data & Research Evaluation Services is dated as of
this the 9 day of April, 2018, (“Effective Date”) and is by and between Digi-Global
Technical Services LLC, 425 N 1950 W, Cedar City, Utah 84721, USA (“Client”) and
M/s Sumtec, represented by Mr. Tejasvi Ram Vadali, (“Agent”) having its principal
place of business at plot no 15/a,16/a shop 8, Nandini residency, Addagutta society,
Kukatpally ,Hyderabad.

FOR AND IN CONSIDERATION OF the premises and mutual agreements herein, Digi-
Global and Agent agree as follows:

Section 1. TERM AND TERMINATION OF MASTER AGREEMENT

a) The initial term of this Agreement shall be 36 months, beginning from the
initial monthly billing to Agent. The Agreement shall also automatically renew,
for each 12 month term, thereafter, unless either party informs the other party
within 30 days of the anniversary date, in writing.
b) In the event that Digi-Global cannot continue to provide the services
referenced in the Agreement, for any reason, Digi-Global may terminate this
Agreement immediately, upon written notice to Agent.
c) In the event that Agent is not able to perform the services as referenced in the
Agreement, Digi-Global may terminate this Agreement immediately with
written intimation.

Section 2. SERVICES

Client intends to make available its Revenue Sharing Program to Agent solely for its use
and Client will be providing Data Evaluation services which includes but not limited to
the followings:

a) Search Evaluation
b) Ads Analysis
c) Local & Mapping
d) Mobile Rating
e) Custom Crowd Sourcing

Section 3. Digi-Global’s RESPONSIBILITIES

a) Digi-Global through its customers will provide the opportunity to Agent to carry
out the Search Evaluation, Ads Analysis, Local & Maps improvement, Mobile
rating, Speech & Annotation and organize, analyze and augment valuable data
for our customers.

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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

b) Where Digi-Global has received revenues for the work performed by Agent,
pursuant to this Agreement, Digi-Global will provide monthly compensation
calculated on hourly basis as described in Addendum 1 of this Agreement. All
such compensation payments will be accompanied by an accounting, detailing
the Agent’s compensation, no later than (30) days following Digi-Global’s receipt
of payment from its underlying providers. The final compensation is based on
figures based on the login hours and the number of entries and other job
performed per hour.
c) Digi-Global may, when necessary, modify the rate schedule contained within
Addendum 1 to reflect its compensation and/or the terms and conditions of
Agreements with its underlying providers. Digi-Global will inform the Agent of any
such revisions at least (3) business days prior to revising Addendum 1. A notice
and updated rates will be posted on the website. To the extent Agent and Digi-
Global cannot, during that (3) business day time frame, agree to a revised
Addendum 1 & 2, either party may terminate this Agreement upon (30) days’
notice. Digi-Global will, at its own discretion, determine which service will
produce the most favorable results for the Agent.

Section 4. AGENT RESPONSIBILITY

a) Agent agrees to commence the work with minimum 10 representatives to carry


out the Data & Research Evaluation work.
b) Agent acknowledges that Digi-Global’s Revenue Sharing Program does not
account for downtime at Agent’s end or idle hours included by the Agent.
c) Agent acknowledges and agrees that any attempt by the Agent, its employees,
its agents or any one linked directly indirectly with the agent shall not attempt to
reach or contact Digi-Global’s business partners or clients, will result in the
immediate termination of this Agreement with all compensations due forfeited.
d) Agent understands and acknowledges that not all the services pay or generate
the same revenue and is described in more details in Addendum 1.
e) Agent understands that the number, or percentage, of paid jobs is outside the
control of Digi-Global Technologies.
f) Agent agrees that revenue generated will not include any downtime, strike or
holidays.
g) Agent confirms that all the representatives assigned to the job are over the age
of 18 and graduate.
h) Agent assures that on job representatives have excellent web research skills and
analytical abilities along with excellent comprehension and written
communication skills.

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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

i) At times, Agent assignments require fluency in a language other than English


(ex. Bengali, Hindi, Tamil etc). For these assignments, agents’ representative will
be required to pass a language assessment exam.
j) All representatives are required to take mandatory assessment and only after
approval from examinee are required to work on the project.

Section 5. NON-CIRCUMVENTION

Digi-Global and Agent do herby irrevocably agree not to circumvent, avoid, bypass, or
obviate the other party, directly or indirectly, to avoid payment of fees or commissions,
in any transaction with any corporation, client, contractor, provider, vendor, partnership
or individual, disclosed by the disclosing party to the other party, in connection with any
project, contract, agency, distributorships, funding or any other transaction involving any
consulting, sale of products or services, or addition, negotiations, re-negotiations,
renewal, extension, amendments, new contract/agreements, parallel
contracts/agreements or third party assignments thereof. Further, during the term of this
Agreement, and for a period of two (2) years following termination or expiration of the
Agreement, Agent agrees they shall not, whether on their own or through or on the
behalf of any other person or entity disturb or negatively affect the business relationship
between Digi-Global and any of its business relationships, including, but not limited to,
telemarketing firms, call centers, LEC’s, CLEC’s, ILEC’s, IXC’s and sales agents and
customers.

Section 6. NO WARRANTIES

Digi-Global makes no warranties or representation, express or implied, including any


warranty of merchantability or fitness for a particular use, except those expressly, set
forth in this Agreement.

Section 7. LIABILITY

a) Digi-Global’s liability for any claim, loss or damage arising out of the furnishing of
its services, including but not limited to mistakes, omissions, interruptions,
delays, errors, other defects, or representations by the Company, or use of these
services or damages arising out of the failure to furnish the service whether
caused by act or omission, shall be limited to the amounts owed Agent by Digi-
Global at the time such damages occur. Such allowances shall be the sole

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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

remedy of the Agent and the sole liability of Digi-Global.

b) Digi-Global will not be liable for any direct, indirect, incidental, special,
consequential, exemplary or punitive damages, for any lost profits of any kind, to
customer as a result of any service, equipment or facilities, or the acts or
omissions or negligence of Digi-Global’s employees or agents. In any event, no
action or proceeding against Digi-Global shall be commenced more than three
months after the service is rendered.

c) Digi-Global shall not be liable for any delay or failure or performance or


equipment due to causes beyond its control, including but not limited to: acts of
God, fire, flood, explosion or other catastrophes; any law, order, regulation,
direction, action, or request of the United States government or any other
government, including state and local governments having or claiming jurisdiction
over Digi-Global, or of any department, agency, compensation, bureau,
corporation or other instrumentality of any one or more of these federal, state, or
local governments, or of any military authority; preemption of existing service in
compliance with national emergencies; insurrections; riots; wars; unavailability of
rights-of-way or materials; or strikes, lockouts, work stoppages, or other labor
difficulties.

d) Digi-Global shall not be liable for any damages or losses due to the fault or
negligence of the Agent, or Agent’s authorized users or due to the failure or
malfunction of Agent provided equipment or facilities or the equipment or facilities
of Agent’s authorized users.

Section 8. INDEMNIFICATION

Digi-Global shall be indemnified, defended and held harmless by the Agent,


against any claim, loss or damage arising from Agent’s use, or by the use of others
authorized by the Agent, of services furnished under this Agreement, including, but not
limited to; claims for libel, slander, invasion of privacy or infringement of copyright
arising from the material, data, information, or other content transmitted via Digi-
Global’s service; and patent infringement claims arising from combining or connecting
the service offered by Digi-Global with apparatus and systems of the Agent or others; all
other claims arising out of any act or omission of the Agent or others, in connection with
any service provided by Digi-Global pursuant to this Agreement.

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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

Section 9. Notice

Notices, under this Agreement, shall be sent in writing to the authorized representatives,
identified by the parties, on the signature page of this Agreement.

Section 10. PRIOR AGREEMENTS:


SEVERABILITY:
COMPLETE UNDERSTANDING:
MODIFICATION

If any provision of this Agreement is for any reason found to be unenforceable, the
remainder of this Agreement will continue in force and effect. This Agreement
CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF
THIS AGREEMENT. Any and all prior or contemporaneous agreements whether
written, oral or otherwise are hereby superseded and are null and void. No amendment
of this Agreement shall be binding, unless it is in writing and signed by both parties.

Section 11. CONFIDENTIALITY

The terms and conditions of this Agreement contain proprietary information pertaining to
both Digi-Global and Agent of a highly sensitive nature such that improper disclosure
would expose each party to an unreasonable risk of harm from their competitors.
Accordingly, the terms and conditions of this Agreement are to be held as strictly
confidential among those employees and representatives of both parties with a need to
know such terms and conditions. The parties agree that impending or existing breaches
in the confidentiality of this Agreement, or any of the terms and condition herein, would
cause the party to whom such confidential information pertains to irreparable injury for
which it would have no adequate remedy at law, and agree that the aggrieved party
shall be entitled to immediate injunctive relief prohibiting such breach(es) in
confidentiality, in addition to any other rights and remedies available to it.

Section 13. ASSIGNMENT

Neither party shall assign its rights and obligations under this agreement without
approval of the Party, which approval shall not be unreasonably withheld.
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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

Section 12. APPLICABLE LAWS

This Agreement shall be interpreted under the laws of the state of Utah, USA and any
dispute among both Digi- Global or Agent will only be resolved in the state of Utah if
they both are not amicably able to reach to a conclusion.

IN WITNESS WHEROF, the parties signed this Agreement as of this date.

Company: Digi-Global Technical Agent: M/s Sumtec


Services LLC

Printed Name: DIANNE FRASER Printed Name: M/s Sumtec

Signature of Authorized Signature of Authorized

Person: DIANNE FRASER Person: Tejasvi Ram Vadali

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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

ADDENDUM 1 Dated: April/09/18

Services - Payout/Hour Client Consultant Agent


Search Evaluation - $5 22.50% 10.25% 67.25%
Ads Analysis - $3 22.50% 3.25% 74.25%
Local & Maps - $2 22.50% 1.25% 76.25%
Speech & Annotation $7 22.50% 2.25% 75.25%
Mobile Rating - $3 22.50% 0.25% 77.25%
App & Web Testing - $2 - $5 22.50% 3.25% 74.25%
Custom Crowd Sourcing 22.50% 0.25% 77.25%
TOTAL PAYOUT PER HOUR $1.50 $ Variable $Variable

The total payout will be calculated on the cumulative services provided by the
Agent and after quality feedback.

The payment mode also varies as per the services, cause every service has a
different payment cycle which fluctuates from Weekly billing to Monthly billing
respectively.

There will be a transfer fee for the payment per invoice which will be applicable as
per the compensation plan mentioned above.

Agent can opt for any payment method which is deemed cost effective and saves
time and money.

NOTICE: From time to time Digi-Global’s clients modify pay rates. These industry
changes affect all the agents. This addendum reflects the most recent rates. Digi-
Global will continue to pay the highest rates in the industry.

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MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES

ADDENDUM 2 Dated: April/09/18

THIS ADDENDUM TO DIGI-GLOBAL CUSTOMER MASTER AGREEMENT


FOR SERVICE IS BY AND BETWEEN DIGI-GLOBAL TECHNICAL SERVICES
LLC ‘CLIENT’ AND M/S. SUMTECH represented by my Mr. TEJASVI RAM
VADALI ‘AGENT’, DATED: April 9, 2018

Agent enjoys competitive pay and enjoy the benefits of running their business at
his own comfort. Agent will have the flexibility to schedule their own working hours i.e.
shift timing and can follow Aus, UK or US shift timing as per their own comfort.

Agent enjoys competitive pay as independent contractor. And there are never
any complicated payment schemes or calculations to deal with.

Agent conducts in depth internet-based research and provides information


evaluation for leading companies from around the globe. Ideal candidates of Agent’s
team are self-reliant, self-motivated, are very internet savvy, have a broad range of
interests and enjoy online research and evaluation.

Agent needs to have updated anti-virus software on their computers; any


commercial anti-virus software package will do fine.

Digi-Global provides an opportunity to evaluate and improve search engine


results for some of the world's largest internet search engine companies.

SIGNED:

For DIGI-GLOBAL TECHNICAL SERVICES LLC DATE: April 9, 2018

_________________________________

For AGENT DATE: April 9, 2018

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