MASTER SERVICES AGREEMENT

1.1You accept this Agreement by the earliest of:

(a)signing and returning an Order Form to us;

(b)confirming that you accept this Agreement or an Order Form by any method of communication, including email, our website or any other digital platform;

(c)accessing or using any part of the Services, including any free, trial, evaluation or beta access; and/or

(d)making part or full payment of the Fees.

1.2If you accept this Agreement on behalf of an entity, you represent and warrant that you have full authority to bind that entity, and references to you and your are to that entity.

1.3Any terms or conditions put forward by you (including in any purchase order, vendor onboarding portal, supplier code, request for proposal response or your own standard terms) are expressly rejected and have no effect, and do not form part of this Agreement, notwithstanding that we may sign, acknowledge, reference or fail to object to such terms.

1.4Publication and versions: This Agreement is published at www.publicaffairspro.com/msa. Each version is identified by the version number and effective date shown on its first page. The version that applies to an Order Form is the version in force on the Order Date of that Order Form, and that version continues to apply for the whole of the Order Term unless clause 1.5 provides otherwise. We will retain each superseded version and provide a copy on request.

1.5Changes to this Agreement: We may amend this Agreement from time to time by publishing an updated version. An amendment that materially reduces your rights or materially increases your obligations does not apply to the then-current Order Term without your written agreement. All other amendments take effect in respect of your Order Form on the next renewal date of that Order Form. We will use reasonable endeavours to notify you in writing of any material amendment at least 30 days before the renewal date.

2.1In consideration of your payment of the Fees, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.

2.2You agree to:

(a)provide us with all information, access and cooperation reasonably necessary for us to perform the Services;

(b)ensure your Systems and Your Data are appropriately backed up and up to date before we perform any Services that may affect them; and

(c)notify all relevant parties of any planned outages or downtime necessary for the performance of the Services.

2.3You acknowledge and agree that any failure by you to comply with clause 2.2 may impact the performance, availability or results of the Services, and that, to the maximum extent permitted by law, we will have no Liability whatsoever for any Liability arising from or contributed to by such non-compliance.

2.4Where this Agreement or an Order expresses a time within which any part of the Services is to be supplied, we will use reasonable endeavours to provide the Services by that time, but you agree that any such time is an estimate only and that time is not of the essence in relation to any of our obligations.

2.5Where the Services include the provision of an application programming interface (API), you agree to use the API only in accordance with the documentation we provide to you. We may impose, vary or enforce reasonable rate limits, quotas and other technical restrictions on API use, and may suspend API access where we reasonably consider that your use is excessive, insecure or non-compliant, in each case without Liability to you.

2.6We may from time to time modify, enhance, replace or discontinue any feature, function, data source or component of the Services, provided that we will not, during a paid Order Term, materially degrade the core functionality of the Subscription you have purchased. You acknowledge that the discontinuation of any Third Party Content or Third Party Service is governed by clause 4 and does not constitute a material degradation for the purposes of this clause.

3.1The Services are ordered by means of a proposal and order form issued by us and signed by both Parties (Order Form or Order). Each Order Form sets out the commercial terms of the relevant engagement, including the Services and markets ordered, the Fees, the Order Term, renewal, invoicing and payment mechanics and any service levels.

3.2You may request us to supply further or varied Services by notifying us in writing or by any other process we specify. We are under no obligation to accept any such request. Any acceptance takes effect through a new or amended Order Form signed by both Parties.

3.3Each Order Form incorporates and is subject to this Agreement. Where there is any ambiguity, inconsistency or discrepancy between an Order Form and this Agreement:

(a)the Order Form prevails, to the extent of the inconsistency, in relation to Commercial Terms; and

(b)this Agreement prevails, to the extent of the inconsistency, in relation to all other matters. In particular, clauses 4, 7, 8, 11, 12, 14, 15, 16, 17, 18, 19 and 21 prevail over any inconsistent provision in an Order Form or any schedule to it, unless the Order Form expressly identifies the clause of this Agreement being varied, states that it prevails over that clause, and is signed by an authorised representative of each Party.

3.4A schedule to an Order Form forms part of that Order Form and clause 3.3 applies to it.

4.1Where you engage third parties to operate alongside the Services (for example, any third-party software system you wish to integrate with the Services), those third parties are independent of us and you are solely responsible for (meaning we will have no Liability for) the goods or services they provide, unless we expressly agree otherwise in writing.

4.2You acknowledge and agree that the Services may include, aggregate, index, summarise or be derived from information published or made available by parliaments, governments, regulators, courts, media organisations, data vendors and other third parties (Third Party Content). We do not create, author, control, verify or endorse Third Party Content.

4.3To the maximum extent permitted by law, we give no representation, warranty, guarantee or undertaking of any kind as to the accuracy, completeness, currency, reliability, legality, availability or fitness for any purpose of any Third Party Content, and we will have no Liability arising from or in connection with any Third Party Content or your reliance on it. You are solely responsible for independently verifying any Third Party Content before acting or refraining from acting on it.

4.4Where any part of the Services generates output using automated, algorithmic, machine learning or artificial intelligence processes (Automated Output), you acknowledge that Automated Output may be inaccurate, incomplete, out of date or misleading, that it is provided for informational purposes only, and that it must be reviewed and verified by a suitably qualified person before any reliance is placed on it. To the maximum extent permitted by law, we will have no Liability arising from or in connection with any Automated Output.

4.5We may cease to supply, or vary the scope of, any Third Party Content or Third Party Service at any time, including where the relevant third party ceases to make it available to us, alters its terms, or where continued supply would in our reasonable opinion breach any Law or third party right. We will have no Liability to you for any such cessation or variation.

5.1You must register for an Account in order to access and use our Platform.

5.2You may invite Authorised Users to access and use our Services under your Account. Each Authorised User requires a login linked to your Account in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with this Agreement. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have. Any limitation on the number of Authorised Users, and any restriction on the email domain from which Authorised Users may be appointed, is set out in the Order Form. Access may be granted only to your own employees and officers unless the Order Form expressly provides otherwise.

5.3While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

(a)keep your information up to date, and ensure it remains true, accurate and complete;

(b)keep all usernames, passwords and authentication credentials secure and confidential, and protect them from misuse, disclosure or theft; and

(c)notify us immediately if you become aware of, or have reason to suspect, any unauthorised access to your Account or to any login linked to your Account.

5.4You are responsible and liable for all activity occurring under your Account and under any login linked to your Account, whether or not authorised by you.

5.5We may suspend or restrict your access to, and use of, all or any part of the Services immediately and without Liability to you where:

(a)any amount payable by you is overdue and clause 9.3(a) applies;

(b)we reasonably believe there has been unauthorised access to, or use of, the Services (including unauthorised sharing of login details);

(c)we reasonably believe you or an Authorised User has breached clause 7 or clause 10;

(d)we reasonably consider suspension necessary to protect the security, integrity or availability of the Platform, our Systems, Third Party Content or the data or interests of our other customers; or

(e)suspension is required by Law, by a regulator, or by a supplier of Third Party Content.

5.6Where we suspend your access under clause 5.5, we will notify you within a reasonable time and will work with you in good faith to resolve the matter. If it cannot be resolved within a reasonable period, we may terminate your Account and this Agreement in accordance with clause 19. Suspension does not relieve you of your obligation to pay the Fees for the period of suspension.

6.1All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably determined by us. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, we are not obliged to comply with that instruction or direction unless it is agreed in accordance with this clause 6.1.

6.2Fees are fixed for the Initial Term of an Order Form. For each renewal period, we may adjust the Fees by giving you written notice at least 90 days before the relevant renewal date. If you do not agree to the adjusted Fees, your sole remedy is to give notice not to renew the Order Form in accordance with its terms, in which case the Order Form expires at the end of the then-current Order Term and the adjusted Fees do not take effect.

6.3Changes to this Agreement itself are governed by clause 1.5 and not by this clause 6.

6.4You may request the addition of further markets, modules, add-ons, seats or other Services at any time. Additions take effect once agreed in writing (including by an amended or supplementary Order Form) and are invoiced at the applicable rates set out in the Order Form or, where no rate is specified, at our then-current rates, in each case on a pro-rata basis to the next anniversary of the Commencement Date.

6.5Removal of a market, module, add-on or seat takes effect from the beginning of the next Order Term. Removing any part of the Services mid-term does not entitle you to any refund or credit, and does not reduce the Fees payable for the balance of the then-current Order Term.

7.1During the relevant Order Term, and subject to your continuing compliance with this Agreement (including payment of the Fees), we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your internal business purposes and as contemplated by this Agreement and the Order (Software Licence).

7.2The Software Licence permits you to access and use the Services only in accordance with this Agreement and any limitations set out in the Order, including any limits on Authorised Users, jurisdictions, volumes, seats or usage.

7.3You must not, and must ensure that your Personnel and Authorised Users do not:

(a)access or use the Services except as permitted by the Software Licence, or otherwise than through an interface provided by us;

(b)use the Services in any way that is improper, breaches any Law, infringes any person's rights (including Intellectual Property Rights and rights in Personal Data), or gives rise to any civil or criminal liability;

(c)interfere with the Services, our Systems, or any other person's use of the Services;

(d)share, sell, transfer or otherwise disclose Account access or authentication credentials, or permit concurrent use of a single login;

(e)introduce any virus, worm, malware or other malicious code into the Services;

(f)use the Services to carry out any security breach or disruption of a network;

(g)attempt to access any data, server or account that you are not expressly authorised to access;

(h)circumvent or attempt to circumvent any security measure of any network, account or host, whether ours or a third party's;

(i)use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted;

(j)scrape, crawl, data mine, systematically extract, bulk download or create a substantial copy of any part of the Services, Third Party Content or Analytics;

(k)use the Services, any output of the Services or any Third Party Content to train, fine-tune, develop, evaluate or improve any machine learning model, large language model or artificial intelligence system;

(l)exceed any Authorised User, seat, volume or usage limit set out in the Order; or

(m)conduct any benchmarking or competitive analysis of the Services, or publish the results of any such analysis, without our prior written consent.

7.4We may, on reasonable notice and not more than twice in any 12 month period, audit your use of the Services to verify compliance with this Agreement, and you must provide reasonable cooperation. If an audit reveals that you have exceeded the limits in the Order or otherwise underpaid the Fees, you must promptly pay the shortfall together with interest under clause 9.3(b), and if the shortfall exceeds 5% of the Fees properly payable, you must also reimburse our reasonable costs of the audit.

8.1Once we have provided you with access to the Services, we will use commercially reasonable endeavours to make the Services available during the relevant Order Term. You acknowledge and agree that, except where an express and quantified service level is set out in an Order, we give no warranty, guarantee or undertaking that the Services will be available at any particular time, or that access to or operation of the Services will be uninterrupted, timely, secure or error-free.

8.2We may from time to time perform reasonable scheduled and emergency maintenance and updates in relation to the Services in order to continue to supply the Services to you and our other customers (Scheduled or Emergency Maintenance). You agree that access to, or the functionality of, all or part of the Services may need to be suspended in order for us to perform Scheduled or Emergency Maintenance and, to the maximum extent permitted by law, we will have no Liability to you for any interruption or downtime resulting from Scheduled or Emergency Maintenance.

8.3The Services may interact with, or be reliant on, products or services provided by third parties, including cloud hosting, network, authentication and data providers. To the maximum extent permitted by law, we will have no Liability for any disruption, downtime, data loss, degradation or failure caused or contributed to by any such third party.

8.4We will endeavour, where reasonably practicable, to give you reasonable notice of any planned interruption to the availability of the Services.

8.5We may impose reasonable technical limits on storage, bandwidth, query volumes, exports and other resource usage, and may vary those limits on notice.

9.1In consideration for us providing the Services, you agree to pay all amounts due under this Agreement in accordance with the Payment Terms.

9.2All amounts must be paid in Singapore dollars unless otherwise stated in the Order, in full and in cleared funds, without any set-off, counterclaim, deduction, abatement or withholding (other than any deduction or withholding required by Law, in which case clause 20.6 applies). All bank charges and transfer costs are for your account.

9.3If any payment is not made in accordance with the Payment Terms, we may (in our absolute discretion, and without prejudice to any of our other rights or remedies under this Agreement or at Law):

(a)where any amount remains unpaid more than 30 days after its due date, suspend or cease providing all or any part of the Services on 10 Business Days written notice, and recover, as a debt due and immediately payable by you, our reasonable additional costs of doing so (including all recovery and enforcement costs and legal costs on a full indemnity basis); and/or

(b)charge interest on all overdue amounts at the rate of 4% per annum above the prevailing 3-month Compounded SORA rate published by the Monetary Authority of Singapore from time to time, calculated daily from the due date until the date of actual payment and compounded monthly, both before and after any judgment.

9.4Suspension under clause 9.3(a) does not relieve you of any obligation to pay the Fees for the period of suspension, and we will have no Liability to you for any such suspension. We may reinstate the Services once all overdue amounts and accrued interest have been paid in full.

9.5All Fees are non-refundable except where a refund is expressly provided for in this Agreement. Fees are payable irrespective of the extent to which you or your Authorised Users actually access or use the Services, and irrespective of the number of Authorised Users you in fact appoint.

9.6You must reimburse us for all reasonable out-of-pocket expenses and disbursements properly incurred by us in connection with the Services, where those expenses have been notified to you in advance.

9.7If we refer you to a third-party provider, we may receive a financial incentive (such as a referral fee) from that provider.

10.1You agree that you are:

(a)responsible for ensuring that your Personnel and Authorised Users comply with this Agreement (including any person to whom you grant access to the Services); and

(b)liable for all acts and omissions of your Personnel and Authorised Users in connection with this Agreement as if they were your own.

10.2You agree to:

(a)comply with this Agreement, all applicable Laws and our reasonable requests;

(b)provide all assistance, information, documentation, access (including to your Systems and premises where applicable), facilities and other things reasonably necessary to enable us to comply with our obligations under this Agreement or at Law, free from harm or risk to health or safety, at the times and on the dates reasonably requested by us or as agreed between the Parties;

(c)ensure that all information provided to us is, and is kept, current, accurate and complete;

(d)make any changes to your Systems, including System upgrades, that may be required to support the delivery and operation of the Services;

(e)ensure your Systems and Your Data are appropriately backed up and up to date before we perform any Services that may affect them;

(f)notify all relevant parties of any planned outage or downtime necessary for the performance of the Services;

(g)not disclose, or provide access to, the Services to any third party (or attempt to do so) without our prior written consent; and

(h)notify us of any breach or suspected breach of this Agreement by you, your Personnel or your Authorised Users within 48 hours of becoming aware of it.

10.3You acknowledge and agree that any failure to comply with clauses 10.2(a) to 10.2(f) may impact the performance or results of the Services and that, to the maximum extent permitted by law, we will have no Liability for any Liability arising from or contributed to by such non-compliance.

10.4You acknowledge and agree that:

(a)we assume no responsibility or Liability for Your Data. You are solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it, and it is your responsibility to back up Your Data; and

(b)you are responsible for the use of any part of the Services by any person to whom you provide access, and you must ensure that no such person uses any part of the Services:

(i)to breach any Law or infringe any person's rights (including Intellectual Property Rights or rights in Personal Data);

(ii)to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

(iii)in any way that damages, interferes with or interrupts the supply of the Services.

10.5You represent, warrant and undertake that you and your Personnel have complied and will comply with all applicable anti-bribery, anti-corruption, anti-money laundering, sanctions and export control Laws, including the Prevention of Corruption Act 1960 and the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992. We may terminate this Agreement immediately on written notice if we reasonably suspect a breach of this clause.

11.1Each Party represents and warrants that:

(a)it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; and

(b)this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.

11.2You represent and warrant that:

(a)all information and documentation you provide to us in connection with this Agreement is true, correct and complete;

(b)no Insolvency Event affecting you or your property has occurred, is occurring or is reasonably likely to occur; and

(c)if you enter into this Agreement as trustee of a trust, then:

(i)you are the sole trustee of the relevant trust and have been validly appointed;

(ii)you have full and valid power, authority, consents and approvals under the relevant trust to execute this Agreement and to carry out the transactions contemplated by it; and

(iii)you have the right to be indemnified out of the assets of the relevant trust for all liabilities incurred by you under this Agreement, and you enter into this Agreement in both your personal capacity and your capacity as trustee.

11.3We warrant that:

(a)we will use reasonable skill and care in performing the Services, and will use reasonable efforts to ensure our obligations under this Agreement are carried out by suitably competent and trained Personnel in an efficient and professional manner; and

(b)we own, or have the right to use, all Intellectual Property Rights in the Services (excluding Third Party Services, Third Party Content and Your Data) necessary to grant you the Software Licence without infringing any third party's Intellectual Property Rights.

11.4The warranties in clause 11.3 are the only warranties we give in relation to the Services. They do not apply to the extent that any non-conformity arises from Your Data, Third Party Content, Third Party Services, your Systems, your breach of this Agreement, or any use of the Services other than in accordance with this Agreement. Clause 16 applies to all other terms, conditions, warranties and guarantees.

Our Intellectual Property Rights

12.1As between the Parties, you acknowledge and agree that we own all Intellectual Property Rights in the Services, including the Platform, the software, all documentation, all feedback, all Analytics, and all Intellectual Property created, owned by or licensed to us, together with any improvement, modification or enhancement of that Intellectual Property or the Services, and any output generated by your use of the Services (other than Your Data).

12.2You agree that we may use any feedback, suggestion or idea you or your Personnel provide in any manner we see fit (including to develop new features), on a perpetual, irrevocable, worldwide and royalty-free basis, and that no benefit, compensation or acknowledgement will be due to you as a result.

Your Data

12.3As between the Parties, you own all Intellectual Property Rights in:

(a)all Intellectual Property created, owned or licensed by you or your Personnel; and

(b)the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you or your Personnel into the Services or stored by the Services, including any Personal Data collected, used, disclosed, stored or otherwise handled in connection with this Agreement,

(together, Your Data). Your Data does not include the Analytics, or any data or information generated as a result of your usage of the Services that is a back-end or internal output, or an output otherwise not generally made available to users of the Services.

12.4You grant us a non-exclusive, worldwide, royalty-free, non-transferable and non-sublicensable (other than to our Related Corporations and to our hosting, infrastructure and processing subcontractors) right and licence to use, copy, transmit, store, back up and access Your Data solely for the purposes of:

(a)providing, maintaining, securing and improving the Services;

(b)performing our obligations under this Agreement;

(c)enabling you and your Personnel to access and use the Services;

(d)diagnosing problems with the Services; and

(e)developing other services and products, provided that Your Data is first anonymised or aggregated so that it does not identify you or any individual.

12.5You represent, warrant, acknowledge and agree that you have, and will maintain, all rights, consents, licences and authorisations necessary to provide Your Data to us, and that our use of Your Data as contemplated by this Agreement will not violate any Law or any third party right, including any Intellectual Property Right, right in Personal Data, confidentiality obligation or publicity right.

12.6When you use the Services, we may create anonymised and aggregated statistical data from Your Data and from your usage of the Services. Once anonymised and aggregated, we own that data and may use it for our own purposes, including to provide and improve the Services, develop new services or product offerings, identify business trends, and for other uses we notify to you. This may include making such data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

12.7If you (where you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you consent (and will procure that your Personnel consent) to our use of that material in any manner that would otherwise infringe those Moral Rights, to the maximum extent permitted by law.

Intellectual Property Breaches

12.8In the use of any Intellectual Property Rights in connection with this Agreement, each Party must not (and must ensure that its Personnel do not) commit any Intellectual Property Breach. Where a Party reasonably suspects that such a breach may have occurred, it must notify the other Party immediately.

12.9You must not, directly or indirectly, without our prior written consent:

(a)copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Services, or otherwise attempt to discover any part of the source code of the Services, except to the minimum extent expressly permitted by Law and only after giving us prior written notice and a reasonable opportunity to provide the necessary information;

(b)use any unauthorised or modified version of the Services, including for the purpose of building similar or competitive software or obtaining unauthorised access to the Services;

(c)unless authorised under this Agreement, use the Services in a web-enabled form for the purposes of third-party analysis, or make the Services viewable via the internet or any other external network access method;

(d)rent, lease, sublicense or otherwise make the Services available to any third party;

(e)take any action that may compromise or jeopardise our Intellectual Property Rights in the Services or otherwise;

(f)remove or deface any confidentiality, copyright, trade mark or other proprietary notice placed on or in the Services; or

(g)use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing.

12.10This clause 12 survives termination or expiry of this Agreement.

13.1You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on or related to your use of the Services, in an aggregated and anonymised format (Analytics).

13.2We and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in them.

13.3We may use, and disclose to our service providers, anonymous data about your access to and use of the Services for the purpose of helping us improve the Services. No such disclosure will include details of your identity or any Personal Data.

14.1Each Receiving Party agrees:

(a)not to disclose the Confidential Information of the Disclosing Party to any third party (subject to clauses 14.1(c) and 14.2);

(b)to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure using at least the standard of care it applies to its own confidential information of like importance, and in any event not less than a reasonable standard of care;

(c)to disclose the Confidential Information only to those of its Personnel and professional advisers who need to know it in connection with this Agreement, provided that those persons are bound to keep it confidential on terms no less protective than this clause 14; and

(d)to use the Confidential Information of the Disclosing Party only for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.

14.2The obligations in clause 14.1 do not apply to Confidential Information that:

(a)is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;

(b)is authorised to be disclosed by the Disclosing Party;

(c)is in the public domain or is no longer confidential, other than as a result of a breach of this Agreement or another duty of confidence;

(d)was lawfully in the Receiving Party's possession free of any confidentiality obligation before disclosure, or is independently developed by the Receiving Party without use of the Confidential Information; or

(e)must be disclosed by Law, by a regulatory authority or by the rules of any securities exchange, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party gives the Disclosing Party notice before disclosure.

14.3We may disclose the existence and terms of this Agreement, in confidence, to our Related Corporations, professional advisers, insurers, financiers and to any bona fide prospective purchaser of, or investor in, our business.

14.4Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 14. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach or continuing breach of this clause 14.

14.5This clause 14 survives termination or expiry of this Agreement.

15.1Each Party must comply with its obligations under the Personal Data Protection Act 2012 (Singapore) (PDPA) and all other Privacy Laws applicable to it in connection with this Agreement. You must not do anything, or omit to do anything, which causes or may cause us to be in breach of any Privacy Law.

15.2To the extent that we process Personal Data contained in Your Data on your behalf and for your purposes, you are the organisation responsible for that Personal Data and we act solely as a data intermediary within the meaning of the PDPA. We will process such Personal Data only in accordance with this Agreement and your reasonable written instructions, except where otherwise required by Law. This Agreement, together with the Order Form, constitutes the contract evidenced or made in writing for the purposes of section 4(2) of the PDPA.

15.3You represent, warrant and undertake that:

(a)you have obtained all consents (including consent to disclosure to us and to our subcontractors and Related Corporations, and to transfer outside Singapore), or may otherwise lawfully rely on an exception to consent, required under the PDPA and any other applicable Privacy Law for the collection, use, disclosure and processing of Personal Data contained in Your Data as contemplated by this Agreement;

(b)you have given all notifications required under section 20 of the PDPA and any equivalent requirement under other applicable Privacy Laws;

(c)Personal Data contained in Your Data is accurate and complete, and you will keep it accurate and complete; and

(d)you will not input into the Services any Personal Data of a sensitive nature (including data relating to health, biometrics, financial account credentials, national identification numbers or criminal records) unless expressly agreed by us in writing in the Order.

15.4We will make reasonable security arrangements to protect Personal Data in our possession or under our control from unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks, and will not retain Personal Data for longer than is necessary for the purposes of this Agreement or as required by Law, subject to clause 19.4(a).

15.5You consent to, and where required will procure all necessary consents for, the transfer, storage and processing of Personal Data contained in Your Data outside Singapore. We will take reasonable steps to ensure that any recipient of such Personal Data is bound by legally enforceable obligations to provide a standard of protection comparable to that under the PDPA.

15.6We will notify you without undue delay after becoming aware of a data breach affecting Personal Data contained in Your Data that is in our possession or under our control, and will provide reasonable assistance and information to enable you to meet your obligations under Part 6A of the PDPA. You are solely responsible for assessing whether a data breach is notifiable and for making any notification to the Personal Data Protection Commission or to affected individuals. You must not name or identify us in any notification, statement or communication without our prior written consent, except where required by Law.

15.7You are solely responsible for responding to requests from individuals to access or correct Personal Data contained in Your Data. We will provide reasonable assistance at your cost.

16.1You represent and warrant that you are acquiring the Services wholly or predominantly for the purposes of a business, trade, profession or occupation, and that you do not deal as a consumer within the meaning of section 12 of the Unfair Contract Terms Act 1977 (Singapore) or as a consumer within the meaning of the Consumer Protection (Fair Trading) Act 2003 (Singapore). You acknowledge that we have relied on this representation in setting the Fees and in agreeing to the allocation of risk in clauses 17 and 18.

16.2To the extent that any Law confers on you rights, warranties, guarantees, conditions or remedies that cannot lawfully be excluded, restricted or modified, nothing in this Agreement operates to exclude, restrict or modify them, and this Agreement is to be read subject to them (Non-Excludable Rights).

16.3Subject to clause 16.2 and to our express warranties in clause 11.3, and to the maximum extent permitted by law:

(a)the Services, the Platform, all Third Party Content, all Automated Output and all other material and work supplied by us are provided on an as is and as available basis, without conditions, warranties, guarantees, representations or terms of any kind, whether express, implied, statutory, at common law or otherwise; and

(b)all conditions, warranties, guarantees and terms implied by statute (including the Sale of Goods Act 1979 (Singapore) and the Supply of Goods Act 1982 (Singapore)), at common law, by custom or otherwise are expressly excluded, including any implied term as to satisfactory quality, merchantability, fitness for a particular purpose, accuracy, non-infringement, uninterrupted use or correspondence with description.

16.4You acknowledge that the exclusions and limitations in this clause 16 and in clauses 17 and 18 are reasonable having regard to the Fees payable, the nature of the Services, the availability of insurance to each Party, the fact that you are best placed to assess and manage the consequences of your reliance on the Services, and the fact that the Fees have been calculated on the basis that these exclusions and limitations apply.

16.5This clause 16 survives termination or expiry of this Agreement.

17.1You indemnify us, our Related Corporations and each of our and their respective Personnel, officers and directors (each an Indemnified Party) against, and must hold each Indemnified Party harmless from, all Liability suffered or incurred by an Indemnified Party arising out of or in connection with:

(a)Your Data, including any claim that Your Data infringes the Intellectual Property Rights, rights in Personal Data or other rights of any person, or that Your Data is unlawful, defamatory or otherwise objectionable;

(b)your breach of this Agreement, including any breach of clause 7 (Software Licence), clause 10 (Your Obligations), clause 12 (Intellectual Property), clause 14 (Confidential Information) or clause 15 (Personal Data and Privacy);

(c)any breach by you or your Personnel or Authorised Users of any Law, including any Privacy Law;

(d)any use of the Services by you, your Personnel, your Authorised Users or any person accessing the Services through your Account, other than in accordance with this Agreement;

(e)any claim brought by any of your Authorised Users, Personnel, clients or customers, or by any individual whose Personal Data is contained in Your Data, in connection with the Services; and

(f)any fraudulent, wilful, unlawful, negligent or reckless act or omission of you, your Personnel or your Authorised Users.

17.2Except as expressly set out in clause 17.3, we give no indemnity of any kind under or in connection with this Agreement, and any indemnity that would otherwise be implied is expressly excluded.

17.3Subject to clauses 17.4, 17.5 and 18, we will defend you against any claim brought against you by a third party alleging that your permitted use of the Platform in accordance with this Agreement infringes that third party's Intellectual Property Rights registered or subsisting in Singapore (IP Claim), and will pay any amounts finally awarded against you by a court of competent jurisdiction, or agreed by us in settlement, in respect of that IP Claim.

17.4Clause 17.3 does not apply to, and we will have no Liability in respect of, any IP Claim to the extent it arises from or relates to:

(a)Your Data, Third Party Content, Third Party Services, Automated Output or any open source software;

(b)any modification of the Platform not made by us, or any combination or use of the Platform with any product, data, service or system not supplied by us;

(c)any use of the Platform other than in accordance with this Agreement, the Order or our documentation;

(d)your continued use of the Platform after we have notified you to cease such use, or after we have made available a non-infringing or modified version;

(e)any free, trial, evaluation, beta or no-charge access to the Services; or

(f)your specifications, instructions or requirements.

17.5The indemnity in clause 17.3 is conditional on you: (a) notifying us in writing of the IP Claim within 10 Business Days of becoming aware of it; (b) giving us sole control of the defence, conduct and settlement of the IP Claim; (c) not making any admission, settlement or communication in respect of the IP Claim without our prior written consent; and (d) providing all reasonable assistance and information at our cost.

17.6If an IP Claim is made or, in our reasonable opinion, is likely to be made, we may at our option and cost: (a) procure for you the right to continue using the affected part of the Platform; (b) modify or replace the affected part of the Platform so that it is non-infringing while retaining materially equivalent functionality; or (c) terminate this Agreement or the affected Order on written notice and refund a pro-rata portion of any prepaid Fees for the unexpired part of the Order Term.

17.7Clauses 17.3 to 17.6 state your sole and exclusive remedy, and our entire Liability, in respect of any infringement or alleged infringement of Intellectual Property Rights.

17.8Our Liability under clause 17.3 is subject to, and counts towards, the aggregate limit in clause 18.5. Your Liability under clause 17.1 is not subject to any limit or cap under this Agreement.

17.9Each indemnity in this Agreement is a continuing obligation, independent of the other obligations of the Parties, survives termination or expiry of this Agreement, and is reduced proportionately to the extent that the relevant Liability was caused or contributed to by the Indemnified Party's own negligence or breach of this Agreement, or by a failure by the Indemnified Party to take reasonable steps to mitigate its loss. It is not necessary for a Party to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement.

18.1Nothing in this Agreement excludes or limits either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.

18.2Subject to clause 18.1 and to any Non-Excludable Rights, and to the maximum extent permitted by law, neither Party is liable to the other for any Consequential Loss, however arising, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, and whether or not that Party was advised of, or could have foreseen, the possibility of such loss.

18.3Subject to clause 18.1, and to the maximum extent permitted by law, we will have no Liability whatsoever arising out of or in connection with: (a) Your Data or any loss, corruption or unavailability of Your Data; (b) Third Party Content, Third Party Services or Automated Output; (c) any act, omission, failure or insolvency of any third party supplier, hosting provider or telecommunications carrier; (d) any use of the Services other than in accordance with this Agreement; (e) any suspension, maintenance, downtime or unavailability of the Services permitted under this Agreement; (f) any free, trial, evaluation, beta or no-charge access to the Services; or (g) any decision made, action taken, or action not taken by you or any other person in reliance on the Services or their output.

18.4A Party's Liability under or in connection with this Agreement is reduced proportionately to the extent that the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of its Personnel, including any failure by the other Party to take reasonable steps to mitigate its loss.

18.5Subject to clause 18.1, and to the maximum extent permitted by law, our total aggregate Liability arising out of or in connection with this Agreement and all Orders, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, and taking all claims together in aggregate rather than per claim, is limited to the greater of: (a) the total Fees actually paid by you to us under this Agreement during the 12 month period immediately preceding the first event giving rise to the Liability; and (b) SGD 1,000.

18.6The limit in clause 18.5 does not apply to, and no cap or limit under this Agreement applies to, your Liability in respect of: (a) the payment of Fees and any other amount payable under this Agreement; (b) the indemnities in clause 17.1; (c) any breach of clause 7 (Software Licence), clause 12 (Intellectual Property) or clause 14 (Confidential Information); or (d) any wilful, fraudulent or unlawful act or omission.

18.7You must give us written notice of any claim under or in connection with this Agreement within 12 months of the date on which you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim, and must commence proceedings in respect of that claim within 12 months of giving that notice. Any claim not notified and commenced within those periods is absolutely barred, and we will have no Liability in respect of it.

18.8You agree to bring any claim arising out of or in connection with this Agreement only against us, and not against any of our Related Corporations, Personnel, officers, directors, shareholders or subcontractors. Each such person may enforce this clause 18.8 and clause 17.1 in accordance with clause 21.16.

18.9You acknowledge that the limitations and exclusions in this clause 18 reflect a reasonable allocation of risk between the Parties and are a material inducement to us entering into this Agreement, and that the Fees would be materially higher if they did not apply.

18.10This clause 18 survives termination or expiry of this Agreement.

19.1This Agreement operates for the Term.

19.2Either Party may terminate this Agreement at any time when there is no Order in place by giving 30 days written notice to the other Party.

19.3A Party (Non-Defaulting Party) may terminate this Agreement (and any or all Orders) immediately on written notice if:

(a)the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party;

(b)the Defaulting Party breaches a material term of this Agreement that is not capable of remedy; or

(c)an Insolvency Event occurs in relation to the Defaulting Party.

19.4Upon expiry or termination of this Agreement:

(a)we will retain Your Data for 30 days (Retention Period), during which you may access and export, or request a copy of, Your Data. After the Retention Period we may securely and permanently delete Your Data, except to the extent required by Law or regulatory requirement, and we will have no Liability in respect of that deletion;

(b)other than where this Agreement is terminated by you under clause 19.3, or by us under clause 17.6(c) or clause 19.6, there will be no refund or credit for any unused Services or part of them;

(c)you must pay for all Services provided prior to termination, including Services provided but not yet invoiced, and all other amounts due and payable under this Agreement;

(d)where termination is by us under clause 19.3 or clause 10.5, you must also pay our additional costs, reasonably incurred, arising directly from the termination (including recovery and enforcement costs); and

(e)we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up or archiving procedure, provided that we continue to handle that information in accordance with clause 14.

19.5Unless otherwise agreed between the Parties, if this Agreement is terminated:

(a)by us, any current Order also terminates on the date of termination and we will immediately cease providing the Services; or

(b)by you, any outstanding Order continues in accordance with its terms and this Agreement until the Order is completed or otherwise terminated in accordance with its terms.

19.6We may terminate this Agreement or any Order on 60 days written notice for convenience, in which case we will refund a pro-rata portion of any prepaid Fees for the unexpired part of the Order Term. That refund is your sole and exclusive remedy in respect of such termination.

19.7Where this Agreement is terminated by you under clause 19.2 while an Order remains on foot, or where we terminate under clause 19.3 or clause 10.5, you must pay us:

(a)the Fees for the remainder of the relevant Order Term (we may, in our discretion, reduce the amount payable under this clause); and

(b)our additional costs, reasonably incurred, arising directly from the termination (including recovery costs).

19.8Termination of this Agreement does not affect any right or Liability that a Party has accrued under it before termination.

19.9This clause 19 survives termination or expiry of this Agreement.

20.1Unless expressly stated otherwise, all Fees and other amounts payable under this Agreement are exclusive of GST and of any other tax, levy, duty or charge.

20.2If GST is payable on any supply made under this Agreement, the recipient of the supply must pay to the supplier an additional amount equal to the GST payable on that supply. That amount must be paid at the same time as the consideration is otherwise payable, and the recipient is not required to pay the GST amount until the supplier issues a valid tax invoice.

20.3If an adjustment arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient, a credit note issued if required, and any payments required to give effect to the adjustment must be made.

20.4If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount payable is reduced by the amount of any input tax credit in respect of that expense or outgoing to which the supplier is entitled.

20.5The terms GST, input tax, supply, taxable supply and tax invoice each have the meaning given to them in the Goods and Services Tax Act 1993 (Singapore).

20.6You are responsible for all taxes, levies, duties, withholdings and similar charges imposed by any taxing authority outside Singapore in connection with this Agreement, and we have no responsibility for them on your behalf. If any withholding or deduction is required by Law from any payment under this Agreement, you must increase the payment so that we receive the full amount we would have received had no withholding or deduction been made. You must promptly provide evidence of any withholding tax paid. If we subsequently obtain and utilise a related tax credit or refund, we will reimburse you the amount actually received.

21.1Amendment: Subject to clause 1.5 (changes to this Agreement) and clause 6.2 (fee reviews on renewal), this Agreement may only be amended by written instrument executed by both Parties.

21.2Assignment: Subject to clauses 21.3 and 21.4, a Party must not assign, novate or otherwise deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld).

21.3Our assignment: We may assign or novate this Agreement, in whole or in part, without your consent, to a Related Corporation or in connection with any merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets or business, and may subcontract the performance of any of our obligations.

21.4Assignment of debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency or other third party.

21.5Counterparts and electronic execution: This Agreement may be executed in any number of counterparts, which together form one instrument. The Parties agree that this Agreement may be signed electronically and that an electronic signature is valid and binding for the purposes of the Electronic Transactions Act 2010 (Singapore).

21.6Disputes: A Party may not commence arbitration or court proceedings relating to any dispute, controversy or claim arising out of or in connection with this Agreement (including any question regarding its existence, validity, breach or termination) (Dispute) without first complying with this clause 21.6. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (in person, by telephone or by video conference) within 10 Business Days of service of the Dispute Notice and seek in good faith to resolve the Dispute.

21.7Arbitration: If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as the Parties agree in writing), the Dispute must be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC (7th Edition, 1 January 2025) for the time being in force, which rules are deemed incorporated by reference into this clause. The seat of the arbitration is Singapore, the tribunal consists of one arbitrator, and the language of the arbitration is English. The Parties agree that Part 2 of the International Arbitration Act 1994 (Singapore) and the UNCITRAL Model Law on International Commercial Arbitration apply to any arbitration under this clause, whether or not the arbitration would otherwise be an international arbitration. The arbitration, including its existence, all submissions, evidence and any award, is confidential. Nothing in clauses 21.6 or 21.7 prevents a Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction or from an emergency arbitrator under the SIAC Rules.

21.8Entire agreement: This Agreement contains the entire understanding between the Parties. Each Party agrees that it has not relied on, and will have no remedy in respect of, any representation, statement, assurance or warranty (whether made negligently or innocently) other than those expressly set out in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements in respect of its subject matter. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

21.9Force Majeure: Neither Party is liable for any delay or failure in performance of its obligations under this Agreement resulting from a Force Majeure Event. The affected Party must promptly notify the other Party of the Force Majeure Event and use reasonable efforts to mitigate its effects. If a Force Majeure Event prevents performance of a material obligation for more than 60 days, the unaffected Party may terminate this Agreement on notice. This clause does not apply to any obligation to pay an amount that is due and payable.

21.10Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

21.11Governing law and jurisdiction: This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore. Subject to clauses 21.6 and 21.7, each Party irrevocably submits to the exclusive jurisdiction of the courts of Singapore.

21.12Notices: Any notice given under this Agreement must be in writing and addressed to the relevant address last notified by the recipient. A notice may be sent by hand, by prepaid post or by email, and is deemed served: on delivery, if delivered by hand; 3 Business Days after posting, if sent by prepaid post within Singapore, or 7 Business Days after posting if sent internationally; and at the time of transmission, if sent by email, provided no delivery failure notification is received.

21.13Professional services disclaimer: You acknowledge and agree that no information, advice, material, output or work provided by us as part of the Services constitutes legal, regulatory, lobbying, government relations, political, financial, taxation, medical, due diligence or risk management advice, and none of it should be relied upon as such. We give no assurance, prediction or guarantee as to any legislative, regulatory, parliamentary, governmental, political or commercial outcome, and we are not liable for any decision or action taken in reliance on the Services.

21.14Publicity: You grant us the right to use your name and logo as a customer in our promotional or marketing materials, including on our website. If you do not wish for your name or logo to be used in this way, you may opt out at any time by emailing us at opt-out@publicaffairspro.com. Upon receipt of such notice, we will cease any new use of your name or logo in future promotional materials within a reasonable period.

21.15Relationship of Parties: This Agreement does not create any partnership, joint venture, employment, fiduciary or agency relationship between the Parties. Neither Party has authority to bind the other.

21.16Third party rights: Except as expressly provided in clause 17.1 and clause 18.8 (which may be enforced by an Indemnified Party and by the persons named in clause 18.8 respectively), a person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 (Singapore) to enforce any term of this Agreement. The consent of any third party is not required to vary, rescind or terminate this Agreement.

21.17Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver, or prevent that Party from exercising that or any other power or right. A waiver must be in writing and is effective only to the extent specifically stated.

21.18Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which that provision (or the relevant part of it) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or of the other provisions of this Agreement.

21.19Survival: Clauses 9, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23, and any other provision which by its nature is intended to survive, survive termination or expiry of this Agreement.

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in each Order, and:

Account means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted access.

Agreement means these terms and conditions and any agreed Order issued under them, and any document attached to, or referred to in, each of them.

Analytics has the meaning given in clause 13.1.

Authorised User means any of your Personnel authorised to use the Platform, up to the maximum number specified in the Order.

Automated Output has the meaning given in clause 4.4.

Business Day means a day on which banks are open for general banking business in Singapore, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date on which the supply of the Services is to commence, as set out in the Order Form or, if none is stated, the Order Date.

Confidential Information means information which: (a) is disclosed to the Receiving Party in connection with this Agreement at any time; (b) relates to the Disclosing Party's business, assets or affairs; or (c) relates to the subject matter of, the terms of, or any transaction contemplated by, this Agreement, whether or not that information or documentation is reduced to tangible form or marked confidential, and however the Receiving Party receives it.

Consequential Loss means any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of anticipated savings, loss of reputation, loss of use, cost of procuring substitute goods or services, and loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. Your obligation to pay the Fees and any other amount payable under this Agreement does not constitute Consequential Loss.

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

Dispute has the meaning given in clause 21.6.

Commercial Terms means, in relation to an Order Form: the identity of the Parties; the Services, markets, modules and add-ons ordered; the Fees and any fee review mechanism; the Commencement Date, Initial Term, Order Term and renewal mechanism; invoicing, payment method and payment period; purchase order requirements; the number of and eligibility criteria for Authorised Users; and any service levels.

Fees means the fees set out in each Order Form, as adjusted in accordance with this Agreement and that Order Form.

Initial Term means the first Order Term of an Order Form, as set out in that Order Form.

Force Majeure Event means any event or circumstance beyond a Party's reasonable control, including acts of God (such as fire, flood, typhoon, earthquake, landslide, tsunami or other catastrophic natural disaster), civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, widespread illness, quarantine, government-sanctioned ordinance or shutdown, pandemic or epidemic, failure of public telecommunications or internet infrastructure, and failure or unavailability of any third party cloud or hosting provider.

GST means goods and services tax imposed under the Goods and Services Tax Act 1993 (Singapore).

Indemnified Party has the meaning given in clause 17.1.

Insolvency Event means, in relation to a Party, any of the following: it becomes or is deemed insolvent or unable to pay its debts as they fall due; a receiver, receiver and manager, judicial manager, liquidator, provisional liquidator or similar officer is appointed in respect of it or any of its assets; it enters into or proposes any scheme of arrangement, compromise or composition with its creditors; an order or resolution is made for its winding up or dissolution (other than for solvent reconstruction); or any analogous event occurs in any jurisdiction, including under the Insolvency, Restructuring and Dissolution Act 2018 (Singapore).

Intellectual Property Breach means any breach or infringement of any Intellectual Property Rights.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents, trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvement, enhancement or modification of, the foregoing, whether or not registered or registrable.

IP Claim has the meaning given in clause 17.3.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirement or direction given by any government, regulator or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the provision of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding, fine, penalty or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), however arising, whether direct or indirect, and whether present, unascertained, future or contingent, and whether involving a third party or a Party to this Agreement or otherwise.

Moral Rights means any right of attribution of authorship, right not to have authorship falsely attributed, and right of integrity of authorship, including any such right conferred by the Copyright Act 2021 (Singapore), and any similar right in any jurisdiction in the world.

Non-Excludable Rights has the meaning given in clause 16.2.

Order or Order Form means a proposal and order form for the supply of Services issued by us and signed by both Parties in accordance with clause 3, together with any schedule to it.

Order Date means, in relation to an Order Form, the date of the last signature on that Order Form.

Order Term means the period during which we will provide the Services to you, as set out in each Order.

Payment Terms has the meaning given in each Order.

PDPA has the meaning given in clause 15.1.

Personal Data has the meaning given in the PDPA.

Personnel means, in respect of a Party, any of its employees, officers, contractors, consultants, suppliers, subcontractors or agents, but in respect of you does not include us.

Platform means our software platform and each of the Subscription Inclusions, together with any enhancement, modification or update of them.

Privacy Laws means the PDPA and any other applicable law, regulation or code relating to the protection of Personal Data or privacy that applies to a Party or to the supply of the Services.

Receiving Party means the Party receiving Confidential Information from the Disclosing Party.

Related Corporation has the meaning given to related corporation in the Companies Act 1967 (Singapore).

Retention Period has the meaning given in clause 19.4(a).

Services means the services we agree to perform under this Agreement, as further particularised in each Order.

Software Licence has the meaning given in clause 7.1.

Subscription means the subscription plan you have chosen through the Platform or as set out in the Order.

Subscription Inclusions means the features, markets and limitations of your chosen Subscription, as set out in the Order Form.

System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including any network.

Term means the period commencing on the date you accept this Agreement under clause 1.1 and continuing until this Agreement is terminated in accordance with its terms.

Third Party Content has the meaning given in clause 4.2.

Third Party Services means any goods or services provided by a third party that operate alongside, integrate with, or are relied upon by, the Services.

Your Data has the meaning given in clause 12.3.

In this Agreement, unless the context otherwise requires:

(a)a reference to this Agreement or any other document includes that document, all schedules and all annexures, as novated, amended, supplemented, varied or replaced from time to time;

(b)a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(c)a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;

(d)a reference to a party (including a Party) to a document includes that party's executors, administrators, successors and permitted assigns;

(e)a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

(f)headings are for convenience only and do not affect interpretation;

(g)the words including, includes and similar expressions are not words of limitation;

(h)no rule of construction applies to the disadvantage of a Party on the basis that it prepared this Agreement;

(i)a reference to time is to local time in Singapore; and

(j)a reference to $ or dollars is to the lawful currency of the Republic of Singapore.