Sales Agreement for 12 months contract

Updated 22nd September 2025.

DEFINITIONS

"Customer" as used throughout this Agreement means: (i) the individual signing this Agreement in their personal capacity; (ii) the company or entity on whose behalf this Agreement is executed; and (iii) all team members, users, employees, agents, and representatives of such company who are granted access to or use the Services under this Agreement. All obligations, restrictions, and liabilities of "Customer" under this Agreement apply jointly and severally to all such persons and entities.

1. SALES AND SUPPORT

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer's Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's Terms of Use then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all rights, titles, and interests in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all rights, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.4 Company shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. In the event of a data breach affecting Customer Data, Company shall promptly notify Customer and cooperate in any investigation and remediation efforts.

4. PAYMENT OF FEES

4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage, and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 10% per month on any outstanding balance, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.

4.3 Refund Policy: In general, Company will refund Customer if Customer accidentally purchases credits and uses at most 10 of them. Refunds are granted once per customer.

There are three scenarios in which a refund will be provided:

(a) A new order has been made (e.g., Customer bought too many a la carte credits or accidentally signed up for too expensive of a plan), and Customer used at most 10 credits;

(b) An annual subscription has been inadvertently renewed, and Customer used at most 10 credits;

(c) Auto top-up is enabled, and Customer made a query forgetting it was enabled. If Customer consumed at most 10 credits, Customer can request a refund. Customer should exercise caution when enabling auto top-up.

In all cases above, Customer must request the refund within 48 hours of the charge by emailing [email protected].

If Customer qualifies for a refund and is on a 12-month contract under the monthly payment plan, then the 12-month contract will automatically be annulled upon approval of the refund.

4.4 In the event Company initiates any collection action, legal proceeding, or enforcement action to collect any amounts due under this Agreement, Customer shall be liable for and shall pay all of Company's costs and expenses, including but not limited to reasonable attorneys' fees, court costs, collection agency fees, and other legal expenses, regardless of whether litigation is commenced. Company reserves the right to report any payment defaults or breaches to credit reporting agencies, business credit bureaus, and industry databases. Additionally, in the event of missed payments, contract breaches, or payment defaults, Company shall have the right to publicly list the personal name(s) of the individual(s) who signed this Agreement, the company name, and the names of any team members associated with the account on Company's website, social media, industry publications, or other public forums as defaulting customers. By entering into this Agreement, Customer (including all individuals and entities covered by the definition of Customer) expressly consents to such public disclosure and waives any claims related to such disclosure, including but not limited to claims for defamation, privacy violations, or reputational harm. Customer acknowledges that such public disclosure is a material term of this Agreement and serves as additional security for Company's payment rights.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term of 12 months as specified in the Order Form (the "Term"). This Agreement will be automatically renewed for subsequent 12-month periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the current Term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Regardless of the reason for termination or whether proper notice is given, if the Customer terminates or cancels the annual plan before the end of the Term for any reason (including termination for Company's breach), the Customer must pay the remaining balance for the rest of the contract as liquidated damages and not as a penalty. This sum is non-negotiable and must be paid in full within 30 days of termination. Late payments of liquidated damages or any amounts due under this Agreement will accrue interest at the rate of 10% per month.

5.3 The following provisions shall survive any termination or expiration of this Agreement: Sections 2.1, 2.2, 3 (Confidentiality; Proprietary Rights), 4.4, 5.2 (payment obligations), 6 (Warranty and Disclaimer), 7 (Limitation of Liability), 8 (Miscellaneous), and any other provisions that by their nature should survive termination.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS," AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

8.1 Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials ("Force Majeure Event"). The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact of the Force Majeure Event.

8.2 This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Any disputes arising under or related to this Agreement shall be subject to the exclusive jurisdiction of, at Company's sole discretion and election: (i) the state and federal courts located in Delaware, United States; OR (ii) the courts of Singapore. Company may elect the jurisdiction at the time of initiating any legal proceeding. The parties hereby irrevocably consent to the personal jurisdiction of both jurisdictions and waive any objection to venue in either jurisdiction. Customer agrees that Company has the unilateral right to choose the jurisdiction most favorable to its interests for any particular dispute.

8.3 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

8.4 Company reserves the right to amend or modify this Agreement at any time in its sole discretion. Company will notify Customer of any amendments via email to the email address associated with Customer's account. Such amendments shall be effective immediately upon sending the email notification. Customer's continued use of the Services after receiving notice of any amendment constitutes acceptance of the amended Agreement. If Customer does not agree to any amendment, Customer's sole remedy is to terminate this Agreement (subject to payment of all liquidated damages as specified in Section 5.2).

8.5 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.