We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Form/s (Annexure 1) during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

We shall:

You shall

You shall not

We or third parties may from time to time make available to You third-party products or services, including but not limited to Non-Sambaash Applications and implementation, customization and other consulting services. Any acquisition by You of such non-Sambaash products or services, and any exchange of data between You and any non-Sambaash provider, is solely between You and the applicable non-Sambaash provider. We do not warrant or support non-Sambaash products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form.

Subject to Section 4.3. (Integration with Non-Sambaash Services), no purchase of non-Sambaash products or services is required to use the core Services except a supported computing device, operating system, web browser and Internet connection.

If You install or enable Non-Sambaash Applications for use with Services, You acknowledge that We may allow providers of those Non-Sambaash Applications to access Your Data as required for the interoperation of such Non-Sambaash Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non- Sambaash Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non-Sambaash Applications for use with the Services.

You shall pay all fees specified in all Order Form/s (Annexure 1) hereunder. Except as otherwise specified herein or in an Order Form,

You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorise Us to charge such credit card for all the Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2. (Term of Purchased Annual User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form (Annexure 1). If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form (Annexure 1). Unless otherwise stated in the Order Form (Annexure 1), invoiced charges are due net fifteen (15) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

If any charges are not received from You by the due date, then at Our discretion,

If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorised Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 13.2. (Manner of Giving Notice), before suspending services to You.

We shall not exercise Our rights under Section 5.3. (Overdue Charges) or 5.4. (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

The annual subscription includes the standard Service Level Agreement package for System Availability. It is defined as the system & its Purchased Services being available for 95% of the time, measured on a monthly basis, with no specific recovery time objective or recovery point objective.

A system availability SLA with higher system availability time of 99.95% or 99.99% can be designed & made available at extra cost for the extra redundant capacity in hot standby or cold standby mode, along with defined recovery point objective and recovery time objective. Such an enhanced SLA for system availability along with recovery time & point objective shall be specified in the Order Form (Annexure 1) and the additional cost shall be included in Section 5.( ANNUAL SUBSCRIPTION FEES AND PAYMENT FOR PURCHASED SERVICES).

Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

Except as expressly provided herein, You acknowledge that We are not granting You any licenses, covenants or other intellectual property rights whatsoever (by implication, exhaustion, estoppel or otherwise) as a result of the usage of the Services, or your implementation of any advice or suggestions from Us.

If You give comments, suggestions, or feedback about the Sambaash Products or Services (“Feedback”), you give to Us and our affiliates, without charge, the right to use, share and commercialize your Feedback in any way and for any purpose, including giving to third parties, without charge, any patent rights needed for their products, technologies and services to use or interface with any specific parts of the Sambaash software or service that includes the Feedback. You will not give Feedback that is subject to a license that requires Sambaash to license its software or documentation to third parties because we include your Feedback in them.

You shall not

If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorise Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications, program code or content, including any intellectual property rights therein.

Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein, while being subjected to the definition of Section 3.

We do not claim ownership of the Input Content of the Sambaash Services. You will need to make your own determination regarding the intellectual property rights you have in Input Content and its commercial usability, taking into account, among other things, your usage scenario(s) and the laws of the relevant jurisdiction. We reserve all rights on our intellectual property.

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Form/s, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information (other than Your Data) shall not include any information that

The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care)

Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

We warrant that

For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 12.3. (Termination for Cause) and Section 12.4. (Refund or Payment upon Termination) below.

You represent and warrant that:

THE PARTIES AND THEIR RESPECTIVE SUPPLIERS PROVIDE INFORMATION AND PERFORMANCE TRANSACTED UNDER THIS AGREEMENT “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” EACH PARTY BEARS THE RISK OF USING SUCH INFORMATION. THE PARTIES GIVE NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, WE HAVE NOT MADE ANY ADDITIONAL REPRESENTATIONS TO YOU ABOUT THE PRODUCTS OR SERVICES PROVIDED BY US IN CONNECTION WITH THIS AGREEMENT, ON WHICH YOU HAVE RELIED IN DECIDING TO ENTER INTO THIS AGREEMENT.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriate the intellectual property rights of a third party or violates applicable law (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We

​​TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, CONTRACTORS, OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA, PROFITS OR BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY FROM CLAIMS RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES FINALLY AWARDED UP TO US$5.00. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5. (ANNUAL SUBSCRIPTION FEES AND PAYMENT FOR PURCHASED SERVICES).

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

This Agreement shall be deemed to commence on its effective date once accepted by You and continues until all Annual User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

Annual User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant subscription term. The per-unit annual pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.

A party may terminate this Agreement for cause:

Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Form/s after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

Either party may terminate this Agreement without cause by giving the other party thirty (30) days written notice at the addresses stated below.

Upon any termination without cause by either Parties, You shall pay for the relevant fees for the Purchased Services, as specified in the Order Form, for the notice period of thirty (30) days and We shall continue to provide the Purchased Services, as specified in the Order Form, to You for the notice period of thirty (30) days. In other words, there is no refund of any previously paid fees, when the termination is without cause.

Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download, where possible, a file of Your ASCII Data in comma separated value (.csv) format, along with attachments in their native format, where possible.

Any other data not mentioned above, including inference data utilized for model training, will not be available for export. After such a 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, is the same irrespective of where You are domiciled.

Notices should be addressed to the contacts set out in THE SCHEDULE of the latest Order Form (ANNEXURE 1).

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:

Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

This Agreement shall be governed by and construed in accordance with the laws of Singapore and the Parties agree to submit to the exclusive jurisdiction of the Courts of Singapore.

You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify our Finance Department (finance @sambaash.com).

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

There are no third-party beneficiaries to this Agreement.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of Section 5.2. (Invoicing and Payment).

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Form/s), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

This Agreement, including all exhibits and addenda hereto and all Order Form/s, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail, so long as these artefacts are signed & dated after the signing & dating of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Form/s) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.