NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereby agree as follows:
1. Definitions
1.1 “Services” means the AI compliance solution software as a service provided by the Provider, including any associated support, updates, and enhancements, as well as any third-party services aggregated by the Provider for use by the Subscriber.
1.2 “Subscription Term” means the period during which the Subscriber has agreed to subscribe to the Services, as specified in the Order Form.
1.3 “Order Form” means the document (physical or electronic) specifying the Services subscribed to, the applicable fees, and other relevant details.
1.4 “Subscriber Data” means all data, information, and content provided by the Subscriber in connection with the use of the Services.
1.5 “Personal Data” shall have the meaning ascribed to it under the Singapore Personal Data Protection Act 2012 (“PDPA”).
2. Provision of Services
2.1 Grant of License: The Provider grants the Subscriber a non-exclusive, non-transferable, non-sublicensable and limited license to access and use the Services during the Subscription Term, subject to the terms and conditions of this Agreement.
2.2 Third-Party Services: The Provider may offer or provide recommendations of certain third-party services through its platform. The Subscriber acknowledges that such third-party services are provided by independent service providers and are subject to their own terms and conditions. The Provider shall not be liable for any issues arising from the use of such third-party services.
2.3 Service Levels: The Provider shall use reasonable efforts to ensure that the Services are available 24/7, subject to scheduled maintenance and downtime due to unforeseen circumstances. The Provider shall notify the Subscriber of any scheduled maintenance.
3. Fees and Payment
3.1 Subscription Fees: The Subscriber shall pay the fees for the Services as set forth in the Order Form. All fees are due and payable within thirty (30) days from the date of the invoice unless otherwise agreed in writing.
3.2 Third-Party Fees: The Subscriber agrees to pay any additional fees associated with the third-party services they choose to engage through the Provider’s platform.
3.3. Price Changes. Zavior may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that Zavior shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.
3.3 Customized Services and Pricing (OR / NOT AND): The fees for any customized services provided by the Provider to the Subscriber shall be set forth in Annex A attached to this Agreement.
3.4 Taxes: All fees are exclusive of any applicable taxes, levies, or duties imposed by any governmental authority. The Subscriber shall be responsible for payment of all such taxes.
4. Data Ownership and Usage
4.1 Subscriber Data Ownership: The Subscriber retains ownership of all Subscriber Data, including any Personal Data, that they provide or input into the Services.
4.2 Provider’s Use of Data: The Subscriber grants the Provider a non-exclusive, worldwide, royalty-free license to use, process, and analyze the Subscriber Data, including Personal Data, solely for the purpose of providing the Services, improving the Services, and training the Provider’s AI machine learning models. This includes the right to aggregate and anonymize Subscriber Data for analytical purposes.
4.3 Consent for Data Usage: The Subscriber represent sand warrants that it has obtained all necessary consents from individuals whose Personal Data is included in the Subscriber Data to allow the Provider to process such data as described in this Agreement, including for the purpose of training the Provider’s AI machine learning models.
5. Compliance with Personal Data Protection Act (PDPA)
5.1 Processing of Personal Data: The Provider shall process any Personal Data in accordance with the Singapore Personal Data Protection Act 2012 (“PDPA”) and any other applicable data protection laws. The Provider shall ensure that any processing of Personal Data is done in compliance with the Subscriber’s instructions, unless otherwise required by law.
5.2 Data Security: The Provider shall implement reasonable technical and organizational measures to protect the Subscriber Data, including Personal Data, against unauthorized access, loss, or destruction. The Provider shall promptly notify the Subscriber in the event of any data breach involving Personal Data.
5.3 Data Subject Rights: The Provider shall, to the extent legally permissible, promptly notify the Subscriber of any request received from a data subject to exercise their rights under the PDPA (e.g., access, correction, or deletion of Personal Data). The Subscriber shall be responsible for responding to such requests, and the Provider shall provide reasonable assistance to the Subscriber in responding to such requests.
6. Subscriber Responsibilities
6.1 Compliance: The Subscriber shall comply with all applicable laws and regulations in connection with the use of the Services, including those related to data protection and privacy. The Subscriber shall en sure that they have the right to transfer any Personal Data to the Provider for processing in accordance with this Agreement.
6.2 User Accounts: The Subscriber is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account. The Subscriber shall notify theProvider immediately of any unauthorized use of their account.
6.3 Prohibited Activities: The Subscriber shall not use the Services for any illegal or unauthorized purpose, nor shall they engage in any activity that could damage, disable, or impair the Services.
7. Intellectual Property Rights
7.1 Ownership: The Provider retains all intellectual property rights in the Services, including any software, content, and materials provided as part of the Services. The Subscriber does not acquire any ownership rights in the Services under this Agreement.
7.2 Subscriber Data: The Subscriber retains ownership of all Subscriber Data. The Provider is granted a non-exclusive license to use the Subscriber Data solely for the purpose of providing the Services, improving the Services, and training the Provider’s AI machine learning models, as described in Section 4.2.
8. Confidentiality
8.1 Confidential Information: Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the course of this Agreement. Confidential information shall not include information that is publicly available or known prior to disclosure.
8.2 Disclosure: Neither party shall disclose the other party’s confidential information to any third party without prior written consent, except as required by law.
9. Limitation of Liability
9.1 Liability Cap: The Provider’s total liability arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Subscriber to the Provider in the twelve (12) months preceding the event giving rise to the liability.
9.2 Exclusion of Consequential Damages: The Provider shall not be liable for any indirect, special, incidental, or consequential damages, including loss of profits, loss of data, or business interruption, arising out of or in connection with the use of the Services.
10. Term and Termination
10.1 Term: This Agreement shall commence on the Effective Date and continue for the Subscription Term unless terminated earlier in accordance with this Agreement.
10.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure the breach within thirty (30) days after receiving written notice.
10.3 Effect of Termination: Upon termination of this Agreement, the Subscriber shall cease all use of the Services, and the Provider may immediately deactivate the Subscriber’s account. The Provider shall return or delete all Subscriber Data upon request, except where retention is required by law.
11. Governing Law and Dispute Resolution
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Singapore.
11.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”). The seat of arbitration shall be Singapore. The language of arbitration shall be English.
12. Miscellaneous
12.1 Entire Agreement: This Agreement, together with the Order Form and Annex A, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
12.2 Amendments: Any amendment or modification to this Agreement must be in writing and signed by both parties.
12.3 Assignment: The Subscriber may not assign or transfer this Agreement, in whole or in part, without the Provider’s prior written consent.
12.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.5 Notices: Any notices required under this Agreement shall be in writing and delivered by hand, email, or registered mail to the addresses set forth above or to such other address as may be designated by a party.
