Terms and Conditions

1.Deﬁnitions

1.1.“Access Software” means any software in object code form that is supplied by the Service Provider in conjunction with the Services and that installs and runs on the Customer Systems, for example, bilabl or mobile applications.

1.2.“Administrative Contacts” means individuals designated by the Customer to receive notices related to the Service Provider’s Services, including the operations and functionality thereof. Administrative Contacts will receive Digital Notice by email.

1.3.“Aﬃliates” means any entity that directly or indirectly controls, is controlled by or is under common control with, the Customer or the Service Provider.

1.4.“bilabl” means software, servers, and infrastructure subject to the SaaS Agreement and under the control of the Service Provider and used to host and operate the Services up to the boundary where such servers and infrastructure connect to the Internet. The bilabl Network does not include any Customer Managed Storage Locations.

1.5.“Billing Commencement Date” means the date identiﬁed in the Order Form as the date the Service Provider will start billing the Customer for the Services.

1.6.“Conﬁdential Information” of a party means any information, technical data or trade secrets, relating to product plans, Intellectual Property, products, services, customers, employees, documents, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing, product pricing or ﬁnancial information of the party, but excluding any information other than Personal Data that: (a) is obtained from a third-party free of any conﬁdentiality obligation; (b) is in or enters the public domain without unauthorised disclosure in breach of the SaaS Agreement; (c) was in the Receiving Party’s possession prior to receiving it from the Disclosing Party; or (d) is developed by the Receiving Party without reference to the Disclosing Party’s Conﬁdential Information. Customer’s Conﬁdential Information includes the terms of the SaaS Agreement, Customer Data (including to the extent Customer volunteers Customer Data to Service Provider in decrypted form for any purpose), and Personal Data. Service Provider’s Conﬁdential Information includes the terms of the SaaS Agreement, all Platform Data, and all non-public information regarding the Services.

1.7.“Customer Data” means data residing on the bilabl Network that is uploaded or otherwise transmitted by or on behalf of any Service User, for the period of time such data is being stored or processed by the Services.

1.8. “Customer Equipment” means all hardware and software as used by the Customer, which are not Service Provider Items.

1.9.“Customer Managed Storage Location” means a server not hosted by the Service Provider, where the Customer can store Customer Data outside the bilabl Network. The Customer’s use of the Customer’s Managed Storage Locations is optional.

1.10.“Customer Service Account” means the functionality of the Services that allows Administrative Contacts to manage the Customer’s account. For example, Administrative Contacts can add Internal Users and External Users, create user groups, and set user and group permissions through the Customer Service Account.

1.11.“Digital Notice” means the information provided by the Service Provider on the Service Provider support webpage or via direct communication with the Customer.

1.12.“Documentation” means the oﬃcial documentation related to the Services made generally available by the Service Provider, including instructions and speciﬁcations that describe components, features, requirements, or other aspects of the Services.

1.13.“External User” means any person granted access to all or part of a Service by an Internal User.

1.14.“Eﬀective Date” means the date on which the Customer agrees and signs to the relevant Order Form.

1.15.“General Terms and Conditions" means these terms and conditions, as issued and amended by the Service Provider and provided to the Customer from time to time.

1.16.“Intellectual Property” means existing and future rights and interests (registered or unregistered) applied for, granted, or otherwise existing anywhere in the world in and to patents, inventions, trademarks and service marks (including all goodwill therein), copyrights, copyrightable works, trade names, domain names, moral rights, trade secrets, know-how, proprietary information, designs, and all other intellectual, industrial, or proprietary rights, however arising and whether or not registered or issued.

1.17.“Internal Users” are employees or subcontractors of the Customer or the Customer’s Aﬃliate given an account in the Customer’s repository by the Customer’s administrators. Internal Users also include accounts created for use by other applications and integrations (including additional Services or third-party services that integrate with Services) for ongoing functionality or access to a Service, but not associated with a speciﬁc individual user. All employees or subcontractors of the Customer or the Customer’s Aﬃliate who use the Services must be Internal Users and may not be External Users.

1.18.“Order Form” or “Order” means the form, regardless of name, title, format, or media, through and pursuant to which the Customer subscribes to Services. The Customer may have more than one Order Form.

1.19.“Party” means each of the party of the SaaS Agreement.

1.20.“Personal Data” means information relating to an identiﬁed or identiﬁable natural person and any information deﬁned as such in the SaaS Agreement.

1.21.“Platform Data” means any data or statistics that are associated or generated in connection with use of the Services. The Service Provider may use Platform Data to analyse the Customer’s performance and usage in order to provide or improve the Services. The Service Provider may use anonymised, aggregated Platform Data for benchmarking or other internal purposes, including generating reports regarding Service usage and customer data trends generally.

1.22.“Professional Services” means any services provided by the Service Provider and described in a Statement of Work but does not include the Service Levels.

1.23.“SaaS Agreement” means Software as a service (SaaS) agreement, which is fully constituted by the relevant Order Form, these General Terms and Conditions, the Service Level Terms and Conditions, and the Security Protocols and Infrastructure.

1.24.“Security Protocols and Infrastructure” has the meaning as described in Section 2.5.

1.25.“Service Level(s)” means the terms and conditions of Service further defined in the Service Level Terms and Conditions.

1.26.“Service Level Terms and Conditions” has the meaning as described in Section 2.6.

1.27.“Service Provider" means Bilabl Limited Liability Company, a company incorporated under the laws of Vietnam, whose head office address is Level 9, Lim Tower 3, 29A Nguyen Dinh Chieu, Da Kao Ward, District 1, Ho Chi Minh City, Vietnam, represented by Mr Le Hoang Tam – the Director.

1.28.“Service Provider Items” means all Access Software and other soft- or hardware deliverables by Service Provider under the SaaS Agreement, specifically regarding the application and use of bilabl, excluding any Professional Services.

1.29.“Service Users” means Internal Users and External Users.

1.30.“Services” or “Service Provider Services” means, as the case may be, the bilabl Network cloud-hosted content management software, the Access Software and any related services provided by Service Provider but excludes Professional Services.

1.31.“Services Region” means the geographic location(s) speciﬁed in the relevant Order Form in which Service Provider hosts the Services to which the Customer subscribes.

1.32.“SGD” means the lawful currency for the time being of Singapore.

1.33.“Statement of Work” means a document executed by Customer and Service Provider that refers to the SaaS Agreement and describes Professional Services purchased by Customer and to be supplied by Service Provider.

1.34.“Subscription Fees” means the recurring fees for the Services speciﬁed in the Order Form.

1.35.“Term” means, collectively, the Initial Term and any Renewal Term, as deﬁned in the relevant Order Form.

1.36.“Unauthorised Access” means: (a) unauthorised access, use, disclosure, or alteration to Customer Data while it is residing on the bilabl Network by anyone other than a person using the login credentials of a Service User; or (b) access to Customer Data by Service Provider’ personnel other than as permitted by the SaaS Agreement or volunteered by Customer or a Service User.

2.Service Provider Services.

2.1.Use of Access Software, Documentation, and Services. The Service Provider hereby grants to the Customer during the Term a limited, non-exclusive, non-transferable, non-sublicensable right for Service Users to (a) access and use the Services (b) install and run the Access Software; (c) store and print the Documentation for use with the Services; in each case solely in accordance with the terms and conditions in the SaaS Agreement and all applicable laws, rules, and regulations.

2.2.Use by Customer Aﬃliates. The Customer may procure Services for its Aﬃliates. The Customer shall be fully responsible for the use of and access to the Services or Documentation by its Aﬃliates and its Aﬃliates’ compliance with the SaaS Agreement. The Customer agrees and shall ensure that any claim connected with the SaaS Agreement will be asserted only by the Customer and not any of its Aﬃliates; provided, however, the Customer may claim loss or damage incurred by its Aﬃliates as if such loss or damage were incurred by the Customer.

2.3.Use of Services by External Users. All employees or subcontractors of the Customer or the Customer’s Aﬃliate who use the Services are and must be treated as Internal Users, not External Users. The Customer may grant External Users access to the Services up to the number speciﬁed in the relevant Order Form. The Customer shall be fully responsible for External Users’ use of the Services or Documentation and their compliance with the SaaS Agreement.

2.4.Services Region. The Service Provider will store Customer Data in the Services Region speciﬁed in the Order Form and will not transfer or access the Customer’s Data, except at the Customer’s or a Service User’s direction, unless required by Law. For purposes of this Section, “transfer” shall not include (a) any transfer of or access to Customer Data on or through the Services in accordance with the digital instructions of a Services User (for example, using the sharing facilities of the Services ); or (b) use of the Services by Service Users outside of the Services Region if the Customer conﬁgures the Services to permit or not restrict such use.

2.5.Security Speciﬁcations and Data Processing. The Service Provider shall implement and maintain appropriate industry-standard administrative, physical, and technical safeguards to protect the conﬁdentiality and integrity of Customer Data from Unauthorised Access using measures equal to or better than those of the Service Provider’s security protocols and infrastructure, as issued and amended by the Service Provider and provided to the Customer from time to time (“Security Protocols and Infrastructure”) (if and to the extent applicable).

2.6.Service Provider Services and Support Levels. The Service Provider shall provide support in accordance with the Service Provider’s Service Levels, as set out in the service level terms and conditions, as provided to the Customer from time to time (“Service Level Terms and Conditions”).

2.7.Retirement of Services or Features. The Service Provider will provide the Customer with at least 6 months’ Digital Notice of material changes to or retirement of Services or features. The Service Provider’s Services may change but its functionality will not materially decrease during the Term.

3.Restrictions on Customer’s Use.

3.1.Use Limited to Service Users. The Services and Documentation may only be accessed by Service Users. Customer and Service Users must not share login credentials with any other person.

3.2.Business Purposes. The Customer shall use the Services and Documentation only for its internal business purposes. Customer shall not transfer, copy, modify, sublicense, distribute, translate, disassemble, reverse engineer, decompile, frame, mirror, or resell the Service Provider Services and Documentation internally or to any third party or use the Service Provider Items for any purpose competitive to the Service Provider, or to interfere with or disrupt the integrity of the Service Provider Items.

3.3.Click-Through Terms of Service. If any Internal User is required to review and agree to Service Provider Terms of Service before accessing the Services, such Service Provider Terms of Service are of no eﬀect with respect to such Internal Users and are superseded by the terms of the SaaS Agreement. External Users are required to accept the Service Provider’s Terms of Service before accessing the Services. The Customer agrees it will cooperate with the Service Provider at the Service Provider’s reasonable request to enforce these terms against External Users.

3.4.Compliance with Laws and Third-Party Rights. The Customer shall not use any of the Service Provider’s Items in any way that breaches the rights of any third party or violates any applicable law, rule, or regulation, including export control and data privacy laws. The Service Provider is not responsible for compliance with any law, rule, or regulation applicable to the Customer, the Customer’s Data, or the Customer’s industry that are not generally applicable to information technology service providers. Without limiting the foregoing, the Customer shall not use the Services to store or transmit unlawful content, except as such may be required in its role as a professional service provider, in which case the Customer will ensure that any use of the Services to store or process such content is appropriate under the circumstances, lawful, restricted to only necessary Service Users, and removed at the earliest opportunity.

4.Customer Responsibilities.

4.1.Customer System Requirements. The Customer shall provide, conﬁgure and maintain: (a) all hardware and client-side software necessary to use the Services and deploy the selected Access Software; (b) Internet access; (c) software not provided by Service Provider that is required to access the Services in addition to the Access Software (for example, a compatible Internet browser); and, if applicable, (d) Customer Managed Storage Locations (collectively “Customer Systems”). The Customer is responsible for ensuring The Customer Systems provide suﬃcient capacity, performance and connectivity and meet the Service Levels recommended by Service Provider (Exhibit B). The Customer will maintain appropriate security and protection of the devices accessing the Service Provider Service.

4.2.Third-Party Applications. The Service Provider enables select third parties to provide a service or software (“Third-Party Applications”) that integrates with one or more of the Service Provider’s Services. THE SERVICE PROVIDER MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY APPLICATION, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT ANY THIRD-PARTY APPLICATION WILL (A) REMAIN AVAILABLE THROUGHOUT THE TERM; (B) BE ERROR-FREE OR RUN UNINTERRUPTED; (C) OFFER ANY PARTICULAR FEATURES OR PERFORMANCE OR (D) MEET THE CUSTOMER’S NEEDS. ALL THIRD-PARTY APPLICATIONS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY APPLICATION IS STRICTLY BETWEEN THE CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY APPLICATION. A limited selection of Third-Party Applications may be oﬀered by the Service Provider as additional Services, as evidenced by their inclusion on an Order Form or their selection using the Customer’s Service Account subject to additional Subscription Fees. Other Third-Party Applications require a separate contract (for which the Service Provider will have no responsibility) between the Customer and the third-party supplier.

4.3.Service Provider’ Application Programming Interface. The Services do not include access to the Service Provider’s application programming interface (“API”). The Customer acknowledges and agrees if the Service Provider grants the Customer access to Service Provider’s API, the Customer will be solely responsible for use of the API in accordance with the terms of the SaaS Agreement and the Customer may not share its API access with any third party.

5.Intellectual Property and Related Rights.

5.1.Service Provider Intellectual Property. The Service Provider or its licensors own all rights, titles, and interests in and to Intellectual Property in the Service Provider’s Items, Platform Data, and other proprietary rights and interests comprising and used to support and operate the Services. The Customer has no rights in or to such Intellectual Property except as expressly set forth in the SaaS Agreement. The Service Provider expressly reserves all other rights.

5.2.Customer Data.

5.2.1.The Service Provider disclaims ownership of Intellectual Property rights of the Customer’s Data. The Customer hereby grants the Service Provider a limited, free of charge, non-exclusive, non-transferable, non-sublicensable (except as necessary to provide Third-Party Applications in accordance with Section 4.2) license to store, copy, and process Customer Data in order to provide the Services.

5.2.2.The Service Provider shall not use, disclose or access to the Customer’s Data other than (a) to provide the Services and perform the obligations contemplated in the SaaS Agreement (including Professional Services, if applicable); (b) as required to facilitate Third-Party Applications in accordance with Section 4.2; (c) as requested or volunteered by the Customer or a Service User in connection with Help Desk Support; or (d) as required to comply with a legal demand in accordance with Section 6.2.

5.2.3.The license and obligations pursuant to this Section 5 will survive the termination or expiration of the SaaS Agreement until the Customer’s Data is no longer on the bilabl Network.

6.Conﬁdential Information.

6.1.Protection. During the Term, each party (“Receiving Party”) may receive Conﬁdential Information from the other party (“Disclosing Party”). During the Term and indeﬁnitely thereafter, as long as the Conﬁdential Information is held, the Receiving Party shall protect any Conﬁdential Information received from the Disclosing Party by exercising the same degree of care it uses to protect its own information of like importance from unauthorised use or disclosure, but in no event less than a reasonable degree of care.

6.2.Permitted Use and Disclosure. Receiving Party may only use Disclosing Party’s Conﬁdential Information for purposes in connection with the SaaS Agreement or as expressly authorised by the SaaS Agreement. Receiving Party shall not disclose Disclosing Party’s Conﬁdential Information to any third party, without the prior written consent of the Disclosing Party, except in the following circumstances: (a) to its employees or authorised agents or independent contractors to the extent necessary for them to perform the Receiving Party’s obligations in the SaaS Agreement; (b) in conﬁdence, to legal counsel, accountants, banks, and ﬁnancing sources and their advisors or in connection with an actual or proposed merger, acquisition, or similar transaction; (c) in connection with the enforcement of the SaaS Agreement; or (d) in order to comply with Law or a court order (it being understood that such disclosure may include the Customer’s Data, in the case of the Service Provider) provided that to the extent legally permissible the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party seeks to contest such disclosure.

6.3.Protection of Personal Data. The Service Provider shall only process Personal Data given to Service Provider outside the Services as permitted by applicable law and to the extent necessary for the following purposes: (a) providing the Service Provider Services; (b) developing and maintaining the Service Provider’s relationship with Customer’s vendor management contacts; (c) billing and invoicing; (d) compliance with quality control and risk management procedures; (e) security-related processing (for example, automated scanning of incoming and outgoing emails for viruses); (f) complying with legal and regulatory obligations; and (g) establishing, exercising and defending legal claims.

7.Term and Termination.

7.1.Term. The Term of the SaaS Agreement will commence on the Eﬀective Date and will continue until the expiration or termination of the relevant Order Forms, Statements of Work, and Transition Periods unless earlier terminated in accordance with the terms herein. Notwithstanding anything to the contrary, unless the parties mutually execute a new SaaS Agreement or new General Terms and Conditions are provided to the Customer, if any Order Form or Statement of Work is executed by the parties, or if Service Provider, at Customer’s election, continues to provide Services or Professional Services to Customer after the expiration or termination of the SaaS Agreement, then these General Terms and Conditions shall govern all such Services or Professional Services and shall remain in eﬀect until all Order Forms, Statements of Work, and Transition Periods have been completed.

7.2.Termination for Breach. A party may terminate the SaaS Agreement, any Order Form, or any Statement of Work by giving notice (specifying the grounds for such notice in reasonable detail) to the other party if the other party: (a) materially breaches any obligations under the SaaS Agreement or any Order Form; (b) ﬁles a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy ﬁled against it; or (c) is declared insolvent, appoints or has appointed a receiver, conservator, or trustee to operate its business, or liquidates all or substantially all of its business assets, or the equivalent of any of the foregoing. Termination for breach of a material obligation under this Section 7.2(a) will take eﬀect: (y) immediately if the breach cannot be cured; or (z) on the 31st day following receipt of notice from the non-breaching party, unless the breaching party corrects the stated breaches within the ﬁrst 30 days following receipt of the notice. Without limiting the foregoing, the Service Provider may suspend or limit the Customer’s access to the Services, in whole or in part, in the event of the Customer’s breach of the SaaS Agreement, including payment obligations hereunder until such time as the Customer remedies the breach. Except as necessary to mitigate serious security risks, the Service Provider shall give the Customer not less than 14 days’ notice (in addition to any other notice required by this Section 7.2) speciﬁcally referring to the threat of suspension and shall provide the Customer with the opportunity to remedy the breach in that period before exercising its right to suspend or limit Services.

7.3.Transition Period. If the Service Provider or the Customer provides notice of termination of the SaaS Agreement, the Customer may elect to continue using the Service Provider Items and Services for a period of up to six months from the notiﬁed end date (“Transition Period”) provided Customer: (a) is not in breach of its obligations under the SaaS Agreement on the date of the notice of termination nor thereafter during the Transition Period; (b) is current on its Subscription Fee payments under the SaaS Agreement, and (c) prepays the Subscription Fee for the Transition Period within ten days of its election to establish a Transition Period. The continuation of the Services during the Transition Period shall not constitute a waiver by any non-defaulting party of its claims against a defaulting party hereunder. If the Customer elects the continuation of the Services pursuant to this Section, the parties agree that their respective rights and obligations under the SaaS Agreement shall continue in force until the conclusion of the Transition Period.

7.4.Removal and Migration of Customer Data. Customer shall ensure that all Customer Data is removed from the bilabl Network before the end of the Term or any applicable Transition Period. The Customer may also, at its selection, extract and migrate Customer Data from the bilabl Network to another network of the Customer’s choice (“Customer Data Migration”). In case the customer wants to migrate Customer Data onto another network, Service Provider shall assist the Customer with extracting relevant Customer Data within the Transition Period or before the end of the Term by providing the Customer Data to the Customer in a data format as selected by the Customer (“Migration Support”). Migration Support shall be performed on a best-efforts basis and limited to 20 hours. To the extent any Customer Data remains on the bilabl Network 30 days after the termination or expiration of the SaaS Agreement (including any applicable Transition Period) Service Provider may: (a) delete and permanently destroy all Customer Data stored on the BILABL Network; or (b) at the Customer’s request, charge the Customer for the continued storage of Customer Data at a rate equal to the Subscription Fees previously applicable to the relevant Order Form(s).

7.5.Cessation of Services. Upon termination or expiration of the SaaS Agreement and the end of any applicable Transition Period and Migration Support, the Service Provider will discontinue the Customer’s access to the Services, and the Customer will immediately delete all copies of the Access Software from Customer Systems.

8.Fees and Payment.

8.1.Additional Users. The Customer may subscribe for additional Internal Users of any Service Provider Service listed in the relevant Order Form for the then-current price for the Customer’s existing Internal Users of that respective Service. Variations in the number of licenses for the client during the following one-year period shall be credited or debited at the start of each month. At the end of each year an adjustment fee shall be calculated based on the net total of additional licenses issued, charged on a pro rata usage basis, against the full year cost of the license. The adjustment fee shall be invoiced at the same time as the annual license renewal.

8.2.Additional Services. Except as set forth in the relevant Order Form, the number of Internal Users of any additional Service must always be equivalent to the number of Internal Users subscribed by the Customer.

8.3.Billing Frequency. The Service Provider will invoice Subscription Fees annually in advance, starting on the Billing Commencement Date.

8.4.Invoices. On the Billing Commencement Date, the Service Provider shall invoice the Customer the applicable Subscription Fees according to the terms of the relevant Order or Statement of Work. Payment will be made on an annual basis, with payment due within 30 days after the invoice date.

8.5.Disputed Amounts. Upon receiving an invoice as prescribed in section 8.4 above, the Customer shall pay to the Service Provider the total invoice amount. If the Customer disputes any invoice, the Customer shall notify Service Provider of the disputed portion within 30 days of the invoice date and pay the undisputed portion as provided in the relevant invoice. The parties will cooperate in good faith to resolve the dispute promptly. Failure to pay undisputed amounts within 60 days of the invoice due date will constitute a material breach of the SaaS Agreement.

8.6.Currency. All pricing shall be quoted and paid in SGD.

8.7.Fees for Professional Services. The Subscription Fee set forth in any Order From shall not include any Professional Services. Professional Services (if any) will be subject to a separate Statement of Work or other agreement between the parties.

8.8.Costs of Collection. In the event the Customer fails to pay the Service Provider any amounts due under the SaaS Agreement, the Customer will pay all costs of collection, including reasonable attorney fees and legal expenses incurred by the Service Provider.

8.9.Sales, Use, and Other Taxes. The Customer shall pay taxes (including sales or use taxes, value-added taxes, and stamp taxes), fees, tariﬀs, duties, or other similar levies required by Law, except taxes based on the Service Provider’s income and employment-related taxes. Except as expressly and speciﬁcally set out in an Order Form (and subject to instructions in the Order Form relating to the administration, procedures, and requirement for documentary evidence as Service Provider may require to lawfully minimise the withholding and obtain an acknowledgement from any taxing authority for the withholding) the Customer shall (a) pay invoices without withholding for any taxes or other levies imposed by any taxing authority or (b) pay amounts in addition to the amounts invoiced so that the net amount received by the Service Provider, after any tax or levy charged or withheld, equals the amount invoiced.

9.Miscellaneous.

9.1.Common Subcontractors. The Service Provider may subcontract any part of its obligations under the SaaS Agreement that is common to and subcontracted for other Service Providers’ customers (such subcontractors referred to as “Common Subcontractors”). The Service Provider may change or appoint new Common Subcontractors from time to time during the Term, and the Service Provider will give the Customer Digital Notice of material changes or additions to Common Subcontractors.

9.2.Force Majeure. Except for the Customer’s payment obligations hereunder, neither party will be liable for failure or delay to perform under the SaaS Agreement if such failure or delay is caused by the occurrence of any contingency beyond its reasonable control (a “Force Majeure Event”), including, but not limited to, widespread Internet outage, industrial disturbance, denial of service attack, war, an act of terrorism, insurrection, multi-day power outage, acts of God or acts of civil or military authority. A Force Majeure Event also includes a temporary suspension of the Services at any time the Service Provider reasonably believes such suspension is necessary in response to a perceived threat to the Services, bilabl Network, or Customer Data. A party experiencing a Force Majeure Event shall notify the other party promptly and shall resume performance as soon as practicable under the circumstances.

9.3.Relationship of the Parties. The parties are independent contractors, and neither will at any time be considered, or represent itself to be, an agent, employee, associate, or joint venture party of the other.

9.4.Notices. Any notice must be in writing and will be deemed given as follows: (a) if by personal delivery, on the date of receipt by the intended recipient; or (b) if by private courier or certiﬁed postage prepaid and return receipt requested, on the date of ﬁrst attempted delivery to the intended recipient’s last known address. All notices must be sent to the address of the intended recipient listed in the preamble to the SaaS Agreement. Each party shall provide the other party with timely notice of any change in its address to which notices must be sent. Notwithstanding the foregoing, Administrative Contacts will receive Digital Notice by email and Service Provider may also post notice on the Service Provider support website.

9.5.Assignment. The Customer may assign or otherwise transfer any and all of its rights or obligations under the SaaS Agreement without the prior written consent of the Service Provider, upon sending a notice thereof to the Service Provider. Notwithstanding the foregoing, either party may assign its rights and obligations under the SaaS Agreement without prior consent to any successor entity, in the event of such party’s transfer of all or substantially all of its assets or stock, merger, spin-oﬀ, consolidation, reorganization, or other business combination or change of control, so long as the assigning party provides notice thereof to the other party. Subject to the foregoing, the SaaS Agreement will be binding upon and inure to the beneﬁt of the parties, their successors, and their permitted assignees.

9.6.No Third-Party Beneﬁciaries. The provisions of the SaaS Agreement are only for reliance upon and the beneﬁt of the Customer and the Service Provider and its licensors and confer no rights or remedies on any other person or entity.

9.7.Waiver/Amendment. Neither the SaaS Agreement nor any of its provisions may be waived, amended, or otherwise modiﬁed, except by a written instrument signed by both parties. Except as otherwise set forth in the SaaS Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the SaaS Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

9.8.Counterparts. The SaaS Agreement may be executed in any number of counterparts which may be delivered as a .pdf attached to an email or by digital or electronic signature, and each counterpart so executed and delivered will be deemed an original, all of which together will constitute one instrument.

9.9.Governing Law, Venue, and Jurisdiction. The SaaS Agreement shall be governed by and construed in accordance with the laws of Singapore as specified below, without giving eﬀect to conﬂict of law principles.
Any and all actions, suits, or judicial proceedings upon any claim arising from or relating to the SaaS Agreement shall be instituted and maintained in Singapore.

9.10.Dispute Resolution. In the event of a dispute arising out of or relating to the SaaS Agreement, the parties agree that they will attempt to resolve the dispute informally. If a dispute is not resolved within 90 days, any resulting legal actions (except for actions to collect amounts owed Service Provider under the SaaS Agreement) shall be resolved through ﬁnal and binding arbitration.
All fees and expenses of the arbitration, excluding a transcript, shall be borne equally by the parties. Each party will pay for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs. The arbitration will be conducted in Vietnam under the applicable rules of the Vietnam International Arbitration Center (VIAC).
This Section does not prevent either party from applying for injunctive remedies.

9.11.Equitable Remedies. The Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 5 would cause Service Provider irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Service Provider will be entitled to equitable relief, including a restraining order, and injunction, speciﬁc performance, and any other relief that may be available from any court, without any requirements to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

9.12.Severability. If any provision of the SaaS Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions of the SaaS Agreement will not be aﬀected and that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not).

9.13.Survival. Any provision of the SaaS Agreement that by its nature extend beyond the expiration or termination of the SaaS Agreement, including accrued rights to payment, use restrictions, indemnity obligations, conﬁdentiality obligations, warranty disclaimers, and limitations of liability, will remain in eﬀect until all obligations are satisﬁed in accordance with their terms.

9.14.Services by Third Parties. If the Customer engages a person or entity other than Service Provider to provide professional or other services related to the Services or the Customer Data including data conversion, training, installation, and application integration, the Service Provider will have no liability for the acts or omissions of such person or entity.

9.15.Entire Agreement; Order of Precedence. The Order Form, these General Terms and Condition, the Service Level Terms and Conditions, and the Security Protocols and Infrastructure constitute the entire understanding and agreement of the parties relating its subject matter and supersede all prior agreements and understandings, whether written or oral.

9.16.Purchase Orders. Any purchase order or other document issued or delivered to Service Provider in connection with Customer’s subscription to the Services is only for the Customer’s administrative purposes. No terms and conditions of any purchase order or other ordering document will apply to, or be binding upon, the Service Provider. Pre-printed, standard, or posted terms and conditions in any media (including terms where acquiescence, approval, or agreement requires a mouse click or an electronic signature) shall not be eﬀective, incorporated into, nor construed to amend the terms of the SaaS Agreement.

9.17.Interpretation. For all purposes of these General Terms and Conditions, except as otherwise expressly provided: (a) the terms deﬁned herein include the plural as well as the singular and vice versa; (b) any section of these General Terms and Conditions that speciﬁes a restriction or states that a Customer shall not do something is to be interpreted as an obligation to prevent the Customer’s Aﬃliates, Service Users, and third parties under the Customer’s control from breaching the same; (c) any reference to an “Exhibit” or a “Section” refers to an Exhibit, or a Section, as the case may be, of the SaaS Agreement; (d) the Exhibits hereto form part of the SaaS Agreement; (e) all references to these General Terms and Conditions and the words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to these General Terms and Conditions as a whole and not to any particular Exhibit, Section, or other subdivision; (f) all Section and Exhibit headings are for convenience only and shall not aﬀect the interpretation or construction of these General Terms and Conditions; (g) the words “including,” “included” and “includes” mean inclusion without limitation do not limit the generality of the statements they qualify; (h) the word “or” is not exclusive and shall have the meaning commonly ascribed to the term “and/or;” and (i) the SaaS Agreement has been jointly negotiated by the parties hereto and their respective legal counsel, and any legal or equitable principles that might require or permit the construction of the SaaS Agreement or any provision hereof against the party drafting the SaaS Agreement shall not apply in any construction or interpretation of the SaaS Agreement.

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