Standard Terms and Conditions for DemDet.com Product

Definitions

For the purposes of this Agreement:

“Entity”: Opportunity Management Group Ltd., Unit 1307A, 13/F, Two Harbourfront, 22 Tak Fun Street, Hung Hom, Hong Kong, Germany, trading as demdet.com or as “DemDet” for the purpose of these terms and conditions

“Account Contact” means the individual(s) designated by DemDet or Customer as its primary contact responsible for the overall business relationship between DemDet and Customer.

“Affiliate” means a company in which a Party owns a majority equity interest. All Customer affiliates must be approved in writing by DemDet; such approval not to be unreasonably withheld. For purposes of this Agreement, the term ‘Customer’ shall mean the legal entity listed above plus any of its approved Affiliates.

“Applicable Law” means any law, agreement or regulation of any government authority, or other legislative or administrative action of a government authority, or a final judgment or order of court that relates to the applicable Party’s business and/or performance under this Agreement.

“Billing Start Date” means the date upon which invoicing for Subscription Fees begins, and indicates the beginning of the subscription term for the applicable Service.

“Confidential Information” includes, but is not limited to, all proprietary and/or confidential information, trade secrets, know-how, materials and documentation of any kind concerning the Disclosing Party (defined in Section 7) and any of its Affiliates and their respective businesses, customers, business plans, financial information, plans and projections, regulatory matters, pending and proposed acquisitions, financings, joint ventures, software, system design and construction, source codes, object codes, databases, specifications, programming, web sites, intellectual property, operational and hiring matters, services, customers, marketing, sales and pricing, regardless of the form in which such information is stored, that has been disclosed to the Receiving Party (defined in Section 7) by the Disclosing Party on or after the Effective Date.

“Content” means Documentation, information and data obtained from or provided by us, or from third party content providers or publicly available means (e.g. from websites) regarding the features, operation, and use of the Services.

“Customer Add-Ons” means software applications, plug-ins, widgets or other add-ons that: (i) are separately developed solely by or for Customer, (ii) licensed directly to Customer by a Third Party Service provider; and (iii) do not incorporate or include any code, intellectual property or Services provided or owned by DemDet.

“Customer Data” means any data, files, graphics, images, text, emails, code or other content submitted by Customer or its Users to or through the Service, including but not limited to, information pertaining to Customer and its Users or customers, such as IP address, contact information, and other Personal Data and/or Sensitive Data.

“Customer Support” means DemDet’s customer support for the applicable Service.

“Data Controller” means an individual or legal entity that collects Personal Data and that alone, or jointly with others, determines the means, purpose and processing of such Personal Data.

“Data Processor” means the individual or entity that processes Personal Data on behalf of a Data Controller. “Data Subject” means a natural person who can be specifically identified by Personal Data.

“Data Privacy Laws” means the following laws and regulations, guidance and codes of practice relating to data privacy, data protection, and information security as applicable to each Party including without limitation Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”), the Privacy and Electronic Communications (EC Directive) Regulations, Singapore’s Personal Data Protection Act (No. 26 of 2012) and any other data protection and data privacy laws and any guidance or codes of practice issued by a government authority (all as amended, updated or re-enacted from time to time) that are applicable to a Party’s performance hereunder.

“Deliverables” means the deliverables expressly set forth in a SOW to be delivered by DemDet as part of the Professional Services under such SOW.

“Documentation” means the applicable product and service documentation, user manuals, compatibility matrices and operating instructions relating to the operation and use of the Services as available to Customer or provided by DemDet to Customer.

“Feedback” means any information or input provided by Customer to DemDet in any manner at any time, regarding its product and services, including without limitation changes or suggested changes to current or future products and services.

“Go-Live Date” means the date upon which the Service is delivered and made available for Customer’s use in a live production environment.

“Intellectual Property Rights” means any and all patent rights, copyrights, Moral Rights, trademarks, service marks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.

“Moral Rights” means any right to claim authorship of a work, to object to or prevent any distortion or modification of a work, whether or not such would be prejudicial to the author’s reputation, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under common or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

“Personal Data” or “Personal Information” has the meaning given in applicable Data Privacy Laws.

“Pricing Schedule” means an ordering document executed pursuant to this Agreement for Services and/or Professional Services to be provided by DemDet to Customer, as may be updated, amended or renewed from time to time in accordance with this Agreement. For the avoidance of doubt, a quotation provided by DemDet to Customer may also form a Pricing Schedule if it is referenced by DemDet as such.

“Professional Services” means certain professional services offered by DemDet relating to the applicable Service, including without limitation implementation, configuration, customization, integration, data migration or any other services provided by DemDet under a SOW in connection with the deployment of the Services.

“Release” means a new version of the applicable Services that incorporates prior Updates and contains added features and functionality that are made generally available to Users of the Service without additional charge.

“Service” means the relevant SaaS product and services supplied by DemDet to Customer, including any and all online software service(s) as described in a Pricing Schedule and applicable Documentation, as modified and Updated from time to time, but excluding Third Party Services and Customer Add-Ons.

“Sensitive Data” means any Personal Data that requires a heightened level of protection under applicable Data Privacy Laws, which may include, where applicable and without limitation: (i) bank, credit or debit or stored value card information or financial account or routing numbers, (ii) government issued identification, driver’s licence, or passport numbers (iii) usernames and passwords, (iv) personal health information, (v) Special Categories of Personal Data as defined under GDPR, and/or other sensitive data (as defined under applicable Data Privacy Laws) and (vi) criminal conviction data.

“Subscription Fee” means the applicable fee(s) for licensed subscription Services outlined in a Pricing Schedule.

“Support Contact” means the User or Users designated by Customer as its contact for day-to-day interaction with Customer Support.

“Statement of Work” or “SOW” has the meaning given in Section 5.

“Sub-Processor” refers to a third party processor of Personal Data with whom DemDet has entered into a written agreement for processing Personal Data as part of the Services.

“Term” means the Initial Term together with any Renewal Terms.

“Third Party Services” means third party products and services: (i) that are provided by a third party to Customer pursuant to a separate written agreement between Customer and the applicable third party provider, including for example, system implementation and integration, customization, consulting services related to Customer’s use of the Service and applications (both offline and online), and/or (ii) third party services that work in conjunction with the Service, but do not comprise part of the Services, such as by exchanging data with the Service or offering additional functionality within the user interface of the Service through the use of API.

“Unsolicited Commercial Email” means any email or other electronic communication that is sent by or at the request of Customer to a person with whom Customer has no prior business relationship or who has not consented to receiving the communication, and any other email transmission that violates any law prohibiting the transmission of spam or unsolicited communications, including without limitation the Spam Control Act (Cap 311A), Do Not Call Registry provisions in the Personal Data Protection Act 2012 (No. 26 of 2012), and equivalent laws in other jurisdictions.

“Updates” means all incremental updates, modifications, patches, error corrections or enhancements to the then-current Release of the applicable Services that is made generally available at no additional charge.

“User” means a single individual with an assigned username and password, that has access to the Service at any time during the Term pursuant to Customer’s authorization under this Agreement. Authorization for online access of a User to the Service arranged for under this Agreement, whether actually used or not, is considered a “User Account” for billing purposes.

Customer Use of the Service

Subject to Customer’s compliance with the terms and conditions of this Agreement, including but not limited to payment of the Subscription Fees, DemDet grants Customer a limited, non-exclusive, non-transferable, non-sub-licensable, revocable subscription licence to access and use the Service and Content, during the Term solely and exclusively for Customer’s internal business purposes. The Service is licensed on a subscription basis, and Customer acknowledges that it does not acquire any licence to use the Service in excess of the scope and duration as expressly stated in this Agreement. Customer agrees to comply with, and undertakes that its use of the Service shall be governed by, DemDet’s terms and conditions at https://www.DemDetworld.com/terms-conditions in effect and as amended from time to time. DemDet shall not be responsible in any way for these terms nor for their compliance or otherwise by Customer.

Restrictions on Use

Customer may obtain User Accounts for any employee(s) or independent contractor(s) of Customer who Customer authorizes to use the Service for Customer’s internal business purposes, provided always that Customer shall remain responsible for all its Users’ activity under a User Account pursuant to this Agreement. Customer may not sub-license, resell or supply the Service for use in any other organization or business without DemDet’s prior written consent. Customer agrees that in no event shall more than one User be permitted to use any User Account at any given time, and that the sharing of usernames and passwords among individuals shall be considered a material breach of this Agreement Customer is responsible for maintaining the security and confidentiality of all User usernames and passwords and shall notify DemDet promptly upon becoming aware of any unauthorized use of the Services by its Users, or other suspected breach of security relating to the Services.

Customer’s use of the Service may be subject to usage limits as indicated in the Agreement and/or applicable Documentation. Customer’s Account Contact may add to the number of licensed User Accounts, or otherwise increase licence capacity, by contacting Customer Support by email or phone, or by utilizing applicable account management features of the Service.

Customer is permitted to access, store, print, and display the Content solely for its own internal business purposes in connection with its use of the Service. Content is provided “as is” without warranty of any kind.

Customer shall be solely responsible for procuring, maintaining, upgrading, securing, backing up and repairing, at its own expense, all hardware, desktop environments, mobile devices, Third Party Services, Customer Add-Ons, applications, tools, plug-ins, add-ins, integrations and software (excluding that licensed under this Agreement); communication equipment, Internet connectivity, Customer Data and the systems operating environment external to the Software’s testing and production environment (the “Customer IT Systems”). Customer acknowledges that the operation, speed, and performance of the Services can be adversely affected by the operating characteristics, defects in and compatibility of Customer IT Systems, and agrees that DemDet is not responsible for any degradation or interruption in Services operation caused by Customer IT Systems.

Customer understands that electronic communication is necessary for Customer’s access to and use of the Service. Customer acknowledge that Customer’s electronic communications will involve transmission over the Internet and over various other networks that are not owned or operated by DemDet. Customer agrees that DemDet is not responsible for any electronic communications or Customer Data which are delayed, lost, altered, intercepted or stored without authorization during the transmission of any Customer Data whatsoever across networks not owned or operated by DemDet, including, without limitation, the Internet. Customer is responsible for implementing appropriate safeguards with respect to its Customer Data and Customer IT Systems.

Customer shall not:

(a) alter, distribute, license, resell, sublicense, transfer, assign, or otherwise commercially exploit the Service to any third party,

(b) except as expressly permitted by law, reverse engineer, decompile or otherwise attempt to discover the source code, APIs or underlying ideas or algorithms of the Service,

(c) use the Services in any manner that is illegal, misleading, defamatory, indecent, obscene, threatening, infringing upon third party Intellectual Property Rights, invasive of personal privacy, or otherwise objectionable (collectively “Objectionable Matter”) or 

(d) use or access the Service to: 

    (i) build a competitive product or service, 
    
    (ii) make or have made a product or service with similar features, functions, text, or graphics, 
    
    (iii) make derivative works based upon the Service or Content, 
    
    (iv) send Unsolicited Commercial Email to any person or otherwise violate Applicable Laws; or 
    
    (v) copy any features, functions, text, or graphics of the Service or the Content including, without limitation, the structure, sequence or organization of the user interface.

Prior to any removal of Customer Data, and to the extent not prohibited by Applicable Law, DemDet will notify Customer of any complaint that DemDet receives from a third party in relation to Customer or Customer Data. Customer shall promptly investigate the complaint and notify DemDet within one (1) business day (or such further period as may be agreed in writing by the parties) of action that Customer has taken in response to the complaint. If the complaint has not been resolved, Customer will provide DemDet with written updates of the status of the complaint at such reasonable intervals as DemDet may request. DemDet reserves the right to remove and/or terminate any transmission of data by Customer and/or its Users in violation of this Agreement; however DemDet has no obligation to do so.

Customer shall provide that each of its Affiliates is subject to and bound by the terms of this Agreement with respect to the use and operation of the Services, and guarantees the compliance and performance of such Affiliates hereunder. DemDet shall be a third party beneficiary of any rights of Customer necessary to enforce the terms of this agreement against any Affiliate.

Customer Obligations for Customer Data and Account Information

Customer will have sole responsibility for ensuring the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data that it submits to the Services. While DemDet does not actively monitor Customer Data uploaded to the Service, it may remove any Customer Data that it reasonably determines violates Applicable Law or a third party’s rights. To the extent practicable, DemDet will contact Customer prior to the removal of any Customer Data pursuant to this clause to provide Customer a reasonable opportunity to resolve the alleged infringement directly with the applicable third party.

Customer acknowledges that Customer is the Data Controller and DemDet is the Data Processor with respect to Customer Data. Customer shall comply with all Data Privacy Laws relating to its performance as a Data Controller, including without limitation, the engagement of DemDet for the Services under this Agreement, the accuracy and legality of Customer Data, the lawful processing of Customer Data and the provisioning of access to Customer Data to DemDet to perform its obligations and deliver the Services under this Agreement. Customer further agrees to notify and obtain any consents legally required from (or ensure an alternative processing ground for lawfully processing Personal Data pertaining to) its customers, Data Subjects and/or Users relative to the processing of any Customer Data hereunder by DemDet, and its Sub-Processors. Such notices and consents shall inform such customers, Data Subjects and/or Users that Customer Data may be located, processed, accessed and/or stored in foreign jurisdictions and that applicable laws in those foreign jurisdictions might permit foreign governments, courts, and law enforcement or regulatory agencies to access Customer Data, including Personal Data.

Customer acknowledges that DemDet does not and will not render any legal opinions regarding Customer’s use of the Services, including, but not limited to, compliance with any Applicable Laws, and Customer shall base its processes, guidelines, and decisions on its own policies, procedures, legal advice and independent decisions. Any Professional Services, consultation, training, information and forms provided by DemDet are provided for informational purposes only in relation to use of the Services, and not for the purpose of providing legal advice. IN NO EVENT WILL DemDet BE LIABLE TO CUSTOMER FOR THE RESULTS OF ANY DECISIONS MADE BY CUSTOMER WITH RESPECT TO CUSTOMER’S OR ANY USER’S USE OF THE SERVICES, NOR FOR THE ACTIONS OR DECISIONS OF CUSTOMER OR ITS USERS.

Professional Services

During the Term, Customer may retain DemDet to perform certain professional services (“Professional Services”) pursuant to a statement of work (“Statement of Work” or “SOW”) signed by both Parties. Any dates specified in a Statement of Work shall be estimates only.

Except as otherwise mutually agreed in a Statement of Work, Customer accepts the Professional Services on delivery, and Professional Services are provided by DemDet on a time and materials basis at DemDet’s then applicable rates and subject to such deposit or advance payment as DemDet may agree in a Pricing Schedule or SOW. Maintenance and support of any Customer Add-Ons and Code Customizations (as defined in Section 8 below) created by means of Professional Services or any services provided by a Third Party Services provider is not included in the Subscription Fees for Services and, if required by Customer, will likewise be invoiced pursuant to a Pricing Schedule and/or Statement of Work basis on mutually agreed terms. DemDet is under no obligation to support or maintain any custom code or functionality, including but not limited to Customer Add-Ons and Code Customizations, except as may be expressly agreed in writing.

Customer shall:

(i) have responsibility for the overall direction of the delivery of Professional Services, including services provided to it by any and all third party vendors;

(ii) provide DemDet, in a timely, complete and accurate fashion, with all information reasonably required for the performance of the Professional Services;

(iii) provide DemDet with reasonable and legal access to and use of Customer IT Systems, data, software and premises necessary for the performance of the Professional Services;

(iv) cooperate fully with DemDet in the providing of Professional Services;

(v) provide adequate guidelines, information and resources in accordance with the applicable SOW to participate in or facilitate the performance of the Professional Services;

(vi) participate in the conduct of training sessions, if applicable;

(vii) be responsible for the development of new internal change management and other internal procedures;

(viii) timely participate in meetings and make its personnel readily available for such meetings;

(ix) support good faith recommendations, guidelines and requirements regarding establishment of project milestones, testing, system environments and equipment; 

(x) specifically acknowledges that DemDet is not providing it with legal advice or accounting advice and that to the extent applicable to any of the Professional Services and Services, Customer will consult with and rely exclusively on its own attorneys, accountants or other financial advisors for legal, accounting and related advice;

(xi) remain solely responsible for its compliance with Applicable Laws as applicable to its industry and business; and 

(xii) assign personnel with relevant training and experience to work as part of a project team with DemDet or in consultation with DemDet’s personnel. DemDet shall not be responsible for any delay or failure by DemDet to perform its obligations under a Statement of Work that occurs as a direct or indirect result of any default or breach on the part of Customer or a Third Party Service provider and, accordingly, DemDet shall not be liable to Customer in such circumstances.
In the event Customer engages with a third party to provide any professional services, the provisioning of such professional services shall be governed by and subject to terms and conditions for such engagement as agreed between Customer and such third party provider. DemDet shall not have any responsibility for the delivery of any professional services by a third party, and Customer shall look solely to the applicable third party provider for delivery and warranty of all such services. DemDet shall have no liability to Customer for any claim, demand, loss, cause of action, expense, damage, or judgment award, including without limitation attorney’s fees and costs that arise in connection with any Third Party Services. DemDet shall only be responsible for the delivery of those Professional Services that are DemDet’s obligation to deliver as mutually agreed in a Statement of Work.

Third Party Service Providers and Subcontractors

Certain Third Party Service providers offer products and services that may include implementation, customization, development and other consulting services related to Customer’s use of the Service and applications (both offline and online) or services that work in conjunction with the Service, such as by exchanging data with the Service or offering additional functionality within the user interface of the Service through the use of APIs. DemDet does not warrant any such Third Party Providers or any of their products and services. Any exchange of data or other interaction between Customer and a Third Party Service provider, and any purchase by Customer of any Third Party Service or product or offered by any such third party provider is solely between Customer and such Third Party Provider.

DemDet may, in its reasonable discretion, subcontract some or all of its obligations under this Agreement to a subcontractor. DemDet cannot guarantee the continued availability of such third party products and services, and may block access to such third party apps without entitling Customer to any refund, credit, or other compensation, if for example the provider of the Third Party Service Provider or subcontractor ceases to provision its product or service at a level that is acceptable to DemDet.

The Service may provide, or subcontractors and Third Party Service providers may provide, links to other external world wide web or mobile sites or resources. Because DemDet has no control over such external sites and resources, Customer agrees that DemDet is not responsible for the availability of such external sites or resources, and does not endorse and is not liable for any content, advertising, products or other materials on or available from such sites or resources. In addition, Customer agrees that DemDet is not responsible for any and all third party information or data that Customer may transmit, process or transfer to or from such third party through the Service (e.g., through the integration of the Service with a Third Party Service).

Confidential Information

During the Term Confidential Information may be disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is identified as confidential. Without limiting the generality of the foregoing, the terms of this Agreement, the Services, the Professional Services and Documentation shall be considered the Confidential Information of DemDet.

Each Party agrees:

(i) not to use the Confidential Information of the other Party, or third party Confidential Information, except in accordance with, or to perform its obligations or exercise its rights under the Agreement; 

(ii) to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care); and 

(iii) to make Confidential Information available to its own employees, consultants, Sub-Processors and subcontractors on a need-to-know basis and where such employees, consultants Sub-Processors or subcontractors are under a binding, written obligation of confidentiality with respect to such Confidential Information at least as restrictive as the obligations contained in this Section 7.

Confidential Information shall not include information that

(i) Customer discloses or shares with DemDet; 

(ii) has become generally publicly available (unless made public by a breach hereunder by the Receiving Party or its representative); 

(iii) was rightfully received by the Receiving Party from a source not under obligation of confidentiality with respect to the Confidential Information; 

(iv) is lawfully in the possession of the Receiving Party, in written or other recorded form, prior to the disclosure by the Disclosing Party; or 

(v) is developed by the Receiving Party independent of, and without reference to, any Confidential Information as demonstrated by Receiving Party’s written records.
Notwithstanding the foregoing, this Section 7 shall not prohibit the disclosure of Confidential Information, 
    (i) to the extent such disclosure is permitted or required by Applicable Law or order of a court or other government authority, provided that (unless prohibited by such court, government authority or Applicable Law) the Disclosing Party has been given notice and the opportunity to petition for injunctive relief or protective order regarding such disclosure, or 
    (ii) in connection with a claim between the Parties under the Agreement. As of the Effective Date, this Section 7 supersedes and replaces any prior non-disclosure agreement(s) entered into between the Parties related to the subject matter covered by this Agreement.

Intellectual Property Rights

Customer shall not acquire any licence, right, title or interest in the Service or Content except as expressly stated in Section 2(a) (Licence Grant). This Agreement grants no ownership rights to Customer. Each of DemDet’s name, logo, product names, service names, copyrights, trademarks, trade names, proprietary notices and branding associated with the Service are the property of DemDet and/or third parties, and they may not be used, altered or removed from the Services without prior written consent from the relevant parties.

Customer grants to DemDet and its Affiliates a transferable, sub-licensable, irrevocable licence to access, use copy, store, transmit and display Customer Data, including but not limited to provide, maintain and enhance the Service.

DemDet shall own all rights, title, and interest in and to any and all code development or other programming, configurations, customizations or derivations of the Services requested by Customer or otherwise carried out in furtherance of this Agreement and/or in implementing the Services for Customer, including any Intellectual Property Rights therein (“Code Customizations”). Customer hereby assigns to DemDet any and all rights, title and interest in and to any and all Code Customizations. Customer shall not retain any right to sell, license, market and/or commercially exploit the Code Customizations, including but not limited to hosting, consulting or other technical or professional services utilizing either the Services or Code Customizations. At DemDet’s request, and to the extent the Code Customizations are in Customer’s possession or control, Customer shall disclose and deliver to DemDet all Code Customizations, and will cooperate with and assist DemDet (including executing documents) to perfect and maintain DemDet’s Intellectual Property Rights in any and all Code Customizations. Customer hereby forever waives and agrees never to assert against DemDet and its successors or Customers any Intellectual Property Rights it may have in any Code Customizations. Customer’s licence rights in and to any Code Customizations shall be the same as those granted to Customer in Section 2(a) of this Agreement.

Customer may use Customer Add-Ons solely in support of Customer’s internal business and may not license, commercialize, sell, rent or distribute Customer Add-Ons to any third party in exchange for consideration, or otherwise use Customer Add-Ons in competition with DemDet’s business. Customer grants DemDet a royalty-free, non-exclusive licence to use Customer Add-Ons to perform or operate the Services for Customer as authorized hereunder for the Term.

From time to time during the Term DemDet may solicit and/or Customer, its Account Contact and Support Contacts may provide Feedback to DemDet. Customer grants to DemDet a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use the Feedback for any purpose, including but not limited to, incorporation of Feedback into the Services or other offerings without compensation or attribution to Customer.

Privacy and Security Obligations

During the Term, taking into account the nature, scope, context and purposes of the processing, each Party will implement and maintain commercially appropriate technical and organizational security measures designed to protect the integrity, confidentiality and security of the Services and Customer Data against unauthorized disclosure and/or access by unauthorized third-parties.

In the event that a Party, after investigation, has reason to believe that a data breach and/or security incident (as defined under Data Privacy Laws) affecting Customer Data has occurred, it will notify the other Party and provide any details of the nature and circumstances of the breach as required under Data Privacy Laws. If no time period for notification is prescribed by applicable Data Privacy Laws, it shall notify the other Party as soon as reasonably practicable under the circumstances.

Each Party agrees to comply with all Data Privacy Laws relating to its performance under this Agreement.

Customer hereby agrees that Personal Data will be processed by and transferred to DemDet. Customer agrees that DemDet may process and transfer Personal Data to its Group Companies and their Affiliates, subcontractors and Sub-Processors located in international jurisdictions.

DemDet may aggregate and de-identify Customer Data (“Anonymized Data”) and use, disclose, distribute, and publish Anonymized Data for statistical, analytical, machine learning and product enhancement purposes. Such Anonymized Data will be the sole property of DemDet.

Fees; Payment

Customer shall pay all fees due and payable for Customer and its Affiliates under this Agreement, as set forth in the applicable Pricing Schedule. For purposes of billing, Subscription Fees begin to accrue on the earlier of the Billing Start Date indicated in the Pricing Schedule, or the Go-Live Date as defined in the Statement of Work. Pricing changes for Subscription Fees and other charges may occur as stated in Section 11(a).

The billing interval for the Services shall be as outlined in the applicable Pricing Schedule.

Subscription Fees are outlined in the Pricing Schedule and, depending upon the applicable Service, may be based on the number of billable Users as licensed, a flat monthly fee, the Subscription Fees payable on an annualized basis upfront, or as otherwise specified. On or before the first day of a given billing interval, DemDet will issue an invoice for the minimum Subscription Fees due for the applicable billing interval (in advance). User Accounts may be added during a billing interval at the then current price per User Account (as specified on the Pricing Schedule, as modified or amended in accordance with the Agreement). If a User Account is added other than in the first month of a billing interval, the additional Subscription Fee for that first, partial billing interval shall be prorated for the number of months remaining in that billing interval. Thereafter, for the remainder of the Term, Customer shall pay the additional Subscription Fee for each additional User Account licensed, in advance for each billing interval, without any corresponding downward adjustment for User Accounts that for any reason have either been disabled or are no longer used to access the Service. Customer is responsible for enabling and disabling Users in accordance with Section 10(f) and agrees that charges will apply for all billable Users regardless of whether such User Accounts are enabled but inactive. A User Account is considered “billable” for the month if it is enabled and available for login and use by Customer during a month.

Subject to Section 10(e), invoices for all fees are due and payable by Customer, without deduction, withholding, setoff or counterclaim, within fourteenthirty (1430) days of the invoice date. Customer is responsible for providing DemDet with complete and accurate billing and Account Contact information and for updating its payment information on file in a timely manner. Customer will be responsible for payment of all taxes (in addition to the payment of the fees hereunder). For the avoidance of doubt, all fees stated in the Pricing Schedule do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction. Customer agrees to pay applicable direct or indirect Taxes associated with the Services hereunder. If Customer has an obligation to withhold any amounts under any law or tax regime, Customer will gross up the payments so that DemDet receives the amount actually quoted and invoiced. If DemDet has the legal obligation to pay or collect taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the payment due date, Customer provides DemDet with a valid tax exemption certificate authorized by the appropriate taxing authority. Payment obligations are non-cancelable and fees paid are non-refundable.

Customer believes in good faith and with a reasonable basis that any specific charge under the Agreement is incorrect, Customer must contact DemDet in writing within thirty (30) days of the applicable invoice date setting forth the nature and amount of the requested correction, and pay the undisputed portion by the due date. Customer remains liable for the disputed portion unless and until it is resolved in Customer’s favor; otherwise charges are final. Any amount that is not paid by Customer when due under this Agreement (including any disputed amounts that are resolved in our favor) shall bear interest at the rate of 1.5% per month or the maximum applicable legal rate, whichever is less, until paid. Customer shall pay DemDet for all reasonable legal fees and other costs of collecting any payments that are overdue under this Agreement. DemDet may condition the provision of any Services and Customer Support to the timely payment of all Subscription Fees and other fees then due and payable under the Agreement in accordance with 11(e) below.

Customer shall reimburse DemDet for any out-of-pocket expenses incurred in connection with travel for providing the Services.

DemDet shall be entitled to charge Customer for costs arising from any request made on short notice by Customer in connection with the Services. DemDet also reserves the right to charge Customer for any additional costs for the Services where

DemDet’s assumptions that were originally relied upon turn out to be different at the implementation stage.

Term and Termination

The term of the Agreement commences on the Effective Date and will continue thereafter until the Agreement expires or is terminated as provided in this Section 11 (the “Term”). The Initial Term for the Services will commence on the earlier of the Billing Start Date as indicated on the applicable Pricing Schedule or, if applicable, the Go-Live Date. The initial term of a Pricing Schedule shall be the number of months indicated in the Pricing Schedule following the Billing Start Date and as specified as being the “Initial Term” therein (the “Initial Term”). Thereafter, following expiration of the Initial Term, the applicable Pricing Schedule will automatically renew for successive one (1) year periods, (each a “Renewal Term”), beginning at the end of the Initial Term or the then current Renewal Term, as the case may be, unless either Party provides written notice of its intent not to renew the Agreement at least sixty (60) days prior to the end of the then current Term. The Agreement shall terminate upon termination or expiration of the last remaining Pricing Schedule. Applicable pricing and billing will continue unchanged during the Term unless DemDet, in our its discretion, notifies Customer in writing of changes in pricing and/or billing, including Subscription Fees, billing interval, minimum Subscription Fees, acceleration fees, or any other commercial terms, at least sixtyninety (690) days prior to any anniversary of the Billing Start Date.

Subject to Customer’s right to terminate the Agreement under Section 11(g), DemDet reserves the right to terminate: (i) any Third Party Service, or subcontracted service comprising a part of the Service or on which the Service otherwise relies upon not less than sixty (60) days’ notice to Customer, or (ii) the Agreement or any Service or product provided hereunder for convenience on not less than one (1) year’s notice to Customer.

Either Party may terminate the Agreement for cause upon written notice if the other Party materially breaches the Agreement and such breach has not been cured within thirty (30) calendar days of written notice of the breach. If Customer terminates the Agreement for DemDet’s uncured material breach under this Section 11(c), Customer shall not be entitled to receive a refund of any fees paid prior to the effective date of such termination.

Any early termination of a Pricing Schedule, Statement of Work and/or the Agreement: (i) by Customer (other than as set forth in Section 11(c) above), (ii) by DemDet for Customer’s uncured breach as set forth in Section 11(c), and/or (iii) for non-payment pursuant to Section 11(e), prior to the end of the then-current Term, will subject Customer to an early termination fee, by way of liquidated damages and not as a penalty, in an amount equal to all Subscription Fees due for the remainder of the then-current Term plus any other fees or amounts due up to the date of termination.

In addition to its other applicable remedies, DemDet reserves the right to suspend Customer’s access to the Services and Customer Support and/or terminate the Agreement upon five (5) business days’ email notice, if Customer fails to make timely payment pursuant to Section 10(d) above. Email notice under the Agreement will be deemed given if addressed to the Account Contact’s email address provided to DemDet. Additionally, DemDet may immediately terminate this Agreement upon written notice if:

(a) an encumbrancer takes possession or a receiver is appointed over any of the property or assets of Customer; 
(b) Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order; 
(c) Customer goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganization and in such manner that the company resulting from the reorganization effectively agrees to be bound by or to assume the obligations imposed on Customer under this Agreement); or (d) Customer ceases to carry on business. Similarly, DemDet reserves the right to suspend access to Customer’s account if Customer becomes party to a legal dispute regarding ownership of Customer Data, and shall be entitled to terminate Customer’s account and this Agreement if such dispute extends beyond sixty (60) days.

Customer agrees that DemDet may, with reasonable notice to Customer, suspend Customer’s access to the Service if DemDet reasonably concludes that Customer is using the Service to engage in denial of service attacks, sending Unsolicited Commercial Email, or using the Service to violate Applicable Law, and/or Customer’s use of the Service is causing immediate, material, or ongoing harm to DemDet or others. Customer further agrees that DemDet may immediately suspend Customer’s access to the Service, and terminate this agreement upon written notice if Customer or any of its Users, Account Contacts or Support Contacts submits any Objectionable Matter. In the event that DemDet suspends Customer’s access to the Service, DemDet will use its reasonable endeavors to assist Customer with resolving the issues causing the suspension of Service as soon as is reasonably practicable. Customer agrees that DemDet shall not be liable to Customer nor to any third party for any suspension of the Service under such circumstances defined in this Section.

While DemDet will employ commercially reasonable efforts not to materially deprecate the Services during the Term, DemDet reserves the right at any time and from time to time to modify temporarily or permanently, the Service (or any feature or part thereof). Customer acknowledges that DemDet reserves the right to discontinue offering the Service at the conclusion of Customer’s then-current Term. Customer agrees that DemDet shall not be liable to Customer nor to any third party for any modification of the Service as described in this Section.

Upon termination or expiration of the Agreement, Customer’s licence to use the Services and any Code Customizations shall immediately terminate, and Customer shall have no rights to continue its use of the Service, except as otherwise mutually agreed between the Parties in writing. Upon termination or expiration of the Agreement for any reason and howsoever arising, Customer agrees and acknowledges that DemDet has no obligation to retain Customer Data, and may delete such Customer Data after termination or expiration. Customer should download any data that it wants to retain prior to termination of this Agreement.

The following provisions will survive termination or expiration: all Definitions, Customer’s accrued financial obligations, the licence to Customer Data, and the following Sections and paragraphs: 4, 6, 7, 8, 9, 10, 12, 13, 14, 15, and 16 of this Agreement.

Limited Warranties

Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

Customer represents, warrants and covenants that it has not falsely identified itself nor provided any false information to gain access to the Service and that Customer’s billing and contact information is, and will at all times be, accurate and correct.

DemDet warrants that, during the Term, it will employ commercially reasonable efforts to provide the Service in all material respects in accordance with the functionality as described in the applicable Documentation and the applicable specifications set forth in a Statement of Work. Customer agrees to report material non-conformities in the Service, in writing solely through its Account Contact or Support Contact(s) to DemDet Customer Support. During the Term, DemDet will provide, as Customer’s sole and exclusive remedy for any breach of this limited warranty obligation, commercially reasonable support and maintenance to troubleshoot, update or apply workarounds or other remedies in respect of such non-conformities in the Services. The limited warranty in this paragraph 12(c) does not extend to Customer Add-Ons, Code Customizations Third Party Services or third party products that are accessed by means of the Service; DemDet will, however, make reasonable efforts to assist Customer in contacting the applicable third-parties to provide resolutions for such products and services in the event a defect in such Third Party Service is affecting the Service being provided by DemDet to Customer.

Disclaimer of Warranties

THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY DemDet. DemDet DOES NOT MAKE ANY ADDITIONAL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 12: (I) THE SERVICE, SUBCONTRACTED SERVICES, CONTENT AND PROFESSIONAL SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR CUSTOMER’S INTERNAL USE ONLY; (II) THE OPERATION OF THE SERVICE MAY NOT BE UNINTERRUPTED OR ERROR FREE; (III) THE SERVICE CANNOT BE, AND IS NOT COMPLETELY FREE OF THE RISK OF VIRUSES, ATTACKS OR THREATS; AND (IV) THE SERVICES MAY NOT MEET CUSTOMER’S SPECIFIC NEEDS AND REQUIREMENTS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, DemDet DOES NOT GUARANTEE THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE SERVICE, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR DELAYS IN RECEIVING OR TRANSMITTING INFORMATION, OR ERRORS IN INFORMATION COMMUNICATION CAUSED BY THIRD-PARTY SERVICES. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR SCHEDULED MAINTENANCE, FOR CUSTOMER’S FAILURE TO MAINTAIN A CONNECTION TO THE INTERNET (IN ACCORDANCE WITH THE REQUIREMENTS OF THIS AGREEMENT) AND FOR UNSCHEDULED EMERGENCY MAINTENANCE SERVICES, OR DUE TO OTHER CAUSES BEYOND DemDet’S REASONABLE CONTROL. IN ACCORDANCE WITH SECTION 16(C) (ENTIRE AGREEMENT), ANY STATEMENTS MADE ABOUT DemDet OR ITS SERVICES BY DemDet SALES, MARKETING OR SUPPORT PERSONNEL DO NOT CONSTITUTE A WARRANTY, AND WILL NOT BE RELIED ON BY CUSTOMER IN DECIDING WHETHER TO PURCHASE ANY PRODUCTS OR SERVICES.

Indemnification Customer shall defend at its expense, indemnify, and hold DemDet, its Affiliates, and their respective employees, directors, agents, representatives, successors and assigns harmless from and against all damages, liabilities, losses, final judgments or awards, settlements, costs and expenses (including reasonable legal fees and expenses) (together “Losses”) to the extent arising out of or in connection with any claim, demand, suit, proceeding or action (“Claims”) (i) brought by a third party against DemDet alleging that Customer Data or other data or information supplied by Customer infringes any intellectual property right of, or otherwise causes harm to a third party; or (ii) arising out of Customer’s breach of Section 2(a) (Licence Grant), Section 3 (Restrictions on Use) or Section 4 (Customer Obligations for Customer Data and Account Information) of the Agreement.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF DemDet TO CUSTOMER FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT IS LIMITED, IN THE AGGREGATE, TO FIVE THOUSAND SINGAPORE DOLLARS ONLY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DemDet BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR ENHANCED DAMAGES OF ANY TYPE OR KIND, DAMAGES FOR LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOSS OF SAVINGS OR COMPUTER FAILURE (WHETHER IN EACH INSTANCE DIRECT, INDIRECT OR OTHERWISE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

To the maximum extent permitted by Applicable Law, DemDet disclaims any and all liability for Personal or Sensitive Data (including but without limitation loss or corruption of such data) that is provided by Customer or its Users in violation of Section 3 (Restriction on Use) and/or Section 4 (Customer Data and Account Information).

General

The relationship between the Parties is that of independent contractors. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties.

This Agreement and other documents referred to herein represent the entire agreement of the Parties, supersedes all prior discussions, writings, communications, emails and/or agreements between the Parties, and is intended to be the final expression of their Agreement with respect to the subject matter hereof. The Parties agree and acknowledge that in entering this Agreement they have not relied, and shall not rely on any agreements, representations, writings, negotiations, warranties, representations or understandings or courses of conduct or trade, whether express or implied (other than as set out herein). No other terms, conditions, warranties, assurances, statements or representations should be deemed incorporated or implied (at law, under statute or otherwise) except as set out in the Agreement or as mutually agreed in writing. The only remedy available to any Party in respect of any such extra-contractual representations, writings, negotiations, warranties or understandings shall be for breach of contract under the terms of this Agreement (subject always to the limitations and restrictions set out in this Agreement).

No terms and conditions under a Customer purchase order, acknowledgment form, Customer “supplier policies” documentation, or other Customer document or terms shall vary, supersede or replace the terms and conditions of this Agreement unless this Agreement is varied in accordance with its terms to expressly reference and incorporate such Customer document or terms.

The Agreement shall be governed in accordance with the laws of Singapore and disputes shall be referred to the exclusive jurisdiction of the Singapore courts.

Neither Party shall be liable for any Loss or delay, nor be deemed to have defaulted under or breached this Agreement (except for Customer’s payment obligations) when and to the extent such failure or delay is caused by any event or condition beyond the reasonable control of a Party, including but not limited to, acts of God, flood, fire, earthquake, natural disaster, terrorism, civil unrest, sabotage, internet failure, labor stoppage or industrial dispute, epidemics and pandemics, war or military hostilities, national or regional emergencies, embargoes, sanctions and blockades, criminal or wrongful acts of third parties, and any performance date (other than for payment) or delivery of service date shall be extended to the extent of any delay resulting from any such event or condition. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

Customer shall not assign the Agreement or otherwise purport to transfer, novate or delegate its rights and/or obligations under this Agreement to a third party without written consent of DemDet. DemDet may assign this Agreement in its sole discretion, including but not limited to an Affiliate, subsidiary, parent or holding company. DemDet may also transfer this Agreement to a successor of all or substantially all of its business, stock or assets to which the Agreement relates or in a change in control transaction.

DemDet may provide notice either (i) by email to the email address provided for the Account Contact or (ii) by written communication sent by mail or by courier service with return receipt requested, to Customer’s address on record in Customer’s account.

Customer consents to DemDet’s disclosure of the fact that Customer is a paying customer of DemDet. During the Term, DemDet may list or otherwise include Customer’s name, corporate branding and logo on DemDet’s web site and marketing materials.

Each Party hereto shall bear its own costs and expenses (including without limitation the fees and disbursements of counsel, accountants, consultants and staff time) incurred in connection with the negotiations and preparation of this Agreement, and all matters incident thereto including but not limited to any performance hereunder by either Party.

In the event of a conflict or inconsistency between the Sections (or clauses) or Schedules of this Agreement or any other document referred to in this Agreement (unless otherwise explicitly provided in such documents), the conflict or inconsistency shall be resolved in the following order of precedence (the first of the following having the highest order of priority): any Pricing Schedule, any Statement of Work, these Standard Terms and Conditions, and other Schedules for additional Services or third party services.

Except in relation to the Parties’ successors and permitted assignees, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.

No delay, neglect or forbearance by either Party in enforcing its rights under this Agreement shall be a waiver of or prejudice those rights.

Each provision of this Agreement will be considered severable such that if any one provision or clause conflicts with or may not be given full effect because of existing or future applicable law, this will not affect any other provision which can be given effect without the conflicting provision or clause.

Any variation of this Agreement shall not be binding unless made in writing and signed by the authorized representatives of the Parties. For the avoidance of any doubt any variation to a Pricing Schedule and or a Statement of Work shall be managed in accordance with this Section.

Each Pricing Schedule and/or Statement of Work entered into hereunder shall not be deemed to be a separate contract but shall be incorporated by reference and made a part hereof.

This Agreement may be executed in one or more counterparts, each of which when executed, including by the use of electronic or digital signatures, and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.