By using the Human Technologies Singapore websites: www.th.huubap.com/terms/ (“Site”), or any services of Human Technologies Singapore Pte. Ltd. (Company Registration No.201510137H and “Human Technologies Singapore”)(“Services”), you agree to comply with and be bound by the following terms and conditions (“TOS”) regarding your access to and use of the Site and the Services provided on or through the Site. If you enter into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access the Services through your account to the TOS, in which case the terms “you” or “your” shall refer to such entity, its affiliates and users associated with it (“Users”).

Human Technologies Singapore reserves the right to update and change the TOS from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the TOS. Continued use of the Services after any such changes shall constitute your consent to such changes. You can review the most current version of the TOS at: www.th.huubap.com/terms/.

1. Use of Services

1.1 Subject to your continuous compliance with the TOS and payment of the applicable fees, we will make the Services available to you pursuant to this TOS. Except as otherwise stated in this TOS, you have the non-exclusive, worldwide, limited right to use the Services during the period defined in your order, unless earlier terminated in accordance with this TOS or the order (the “Services Period”), solely for your internal business operations. You may allow your Users authorized by you or on your behalf to use the Services in accordance with this TOS and your order, and you are responsible for their compliance with this TOS and your order.

1.2 We will make and maintain a backup copy of your contents duly entered into for the use of the Services for the period of thirty-one (31) days from each entry.

1.3 We will make efforts to provide reasonable support for the Services in such a way as we deem appropriate from time to time.

1.4 During the Services Period, we may update the Services and specification of the Services to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of third party content.

1.5 Prior to entering into an order governed by this TOS, you are solely responsible for determining whether the Services meet your technical, business or regulatory requirements. You remain solely responsible for your regulatory compliance in connection with your use of the Services.

1.6 Upon thirty (30) days written notice, we may audit your compliance with the terms of this TOS and your order. You agree to cooperate with our audit and to provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations.

1.7 You shall administer your ID and password in a secure place or on secure servers with password protection, and you shall limit access to such ID and password exclusively to those of your Representatives who have a legitimate need to access the same for the purposes of exercising your rights or meeting your obligations hereunder.

2. Fees

You shall pay us fees for the Services in accordance with this TOS and your order. Once placed, your order is non-cancelable and the sums paid are nonrefundable, except as provided in this TOS or your order. In addition to the fees, you will pay any sales, value-added or other similar taxes imposed by applicable law that we must pay based on the Services you ordered, except for taxes based on our income. If you are required to deduct any taxes and/or public charges from the fees payable to us, you shall additionally pay the amount necessary in order for us to be able to receive the amount that it would receive if no taxes and public charges were imposed.

3. Ownership rights

3.1 We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this TOS.

3.2 You grant us the right to host, use, process, display and transmit your content to provide the Services pursuant to and in accordance this TOS and your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your content, and for obtaining all rights related to your content required by us to perform the Services.

3.3 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish or copy any part of the Services; (b) access or use the Services to build or support, directly or indirectly, products or services competitive to us; (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party; or (d) display any of our trademarks, service marks except as expressly permitted by this TOS or your order.

4. Term and Termination

4.1 Services provided under this TOS shall be provided for the Services Period defined in your order. However, if certain Services are provided for no-fee basis, such Services shall be provided until and unless terminated by either of you or us.

4.2 We may suspend your or your Users’ access to, or use of, the Services if we believe that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) you or your Users are accessing or using the Services to commit an illegal or wrongful act; or (c) there is a violation of any policy published or notified by us. Any suspension under this paragraph shall not excuse you from your obligation to make payments under this TOS or your order.

4.3 If (a) you breach any term of this TOS or your order; (b) it is reasonably determined by us that the Services are not used for continuous period of three (3) months; (c) there occurs special circumstances in which we determine it difficult to continue this TOS in its sole discretion; (d)(i) a trustee or receiver is appointed for you; (ii) a court orders that any of your assets be attached; (iii) you make an assignment for the benefit of creditors; or (iv) a voluntary or involuntary petition or proceeding is filed by or against you under any bankruptcy, reorganisation, insolvency or similar law relating to relief of creditors or debtors; or (e) there occurs any change in your assets, business or financial status that adversely affects any of your performance of your obligations hereunder, then you are in default and we may terminate this TOS and your order immediately. If we terminate the order as specified in the preceding sentence, you must pay all amounts that have accrued prior to such termination immediately, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. You agree that if you are in default under this TOS or your order, you may not use the Services ordered.

4.4 For a period of no less than thirty-one (31) days after the end of the Services Period of an order, we will make your content (as it existed at the end of the Services Period) available for retrieval by you. At the end of such thirty-one (31) day period, and except as may be required by law, we may delete or otherwise render inaccessible any of your content that remains in the Services.

4.5 Provisions that survive termination or expiration of this TOS are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

5. Indemnity; Disclaimer; Limited Liability

5.1 You are solely responsible for, and shall defend, indemnify and hold harmless us and our affiliates and any of their officers and employees from any and all causes of action, claims, liabilities and losses (including reasonable attorneys’ fees), arising out of or in any way relating to any alleged defect or deficiency in the use of the Services or the provision of website, products or services relating thereto.

5.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE, OR ANY WARRANTIES THAT MAY ARISE FROM OR RELATE TO COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE VALIDITY OF THE SERVICES OR AS TO THE SCOPE OF ANY OF THE CLAIMS/RIGHTS CONTAINED THEREIN OR THAT YOUR USE OF THE SERVICES HEREIN WILL NOT RESULT IN THE INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

5.3 NEITHER WE, NOR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AND AGENTS, IS LIABLE TO YOU FOR ANY LOSS OF ANTICIPATED REVENUES OR PROFITS, OR FOR SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INDIRECT OR INCIDENTAL DAMAGES, ARISING FROM OR RELATING TO THE PERFORMANCE OR BREACH OF THIS TOS, WHETHER SUCH CLAIM IS BASED ON CONTRACT, WARRANTY, INDEMNITY, TORT OR OTHER EXTRA CONTRACTUAL THEORY, STATUTE, STRICT LIABILITY, OR OTHERWISE, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE SAME. YOU ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH HEREIN ARE AN ESSENTIAL ELEMENT IN THE CONSIDERATION PROVIDED BY YOU UNDER THIS TOS.

5.4 NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN, OUR ENTIRE LIABILITY HEREUNDER (CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES FOR THE SERVICES PAID TO US FOR THE SERVICES GIVING RISE TO SUCH DAMAGES.

6. Warranties

6.1 Each of you and us represents that it has validly entered into this TOS and your order and that it has the power and authority to do so. We warrant that during the Services Period, we will perform the Services using commercially reasonable care and skill in all material respects as described in the specification of the Services. If the Services provided to you were not performed as warranted, you must promptly provide us with a written notice that describes the deficiency in the Services.

6.2 WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.

6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY.

7. Confidentiality; Personal Data

7.1 The term “Confidential Information” means all information and materials disclosed by either Party (“Discloser”) to the other Party (“Recipient”) in the course of performing its obligations under this TOS. Confidential Information does not include information that (i) is or becomes public other than as a result of acts or omissions of Recipient; (ii) is, at the time of disclosure, already in the possession of or known to Recipient without an obligation of confidentiality; (iii) is independently developed by Recipient without reference to any Confidential Information of Discloser; or (iv) is rightfully obtained by Recipient from a third party without breach of any obligation of confidentiality.

7.2 Recipient may not disclose any Confidential Information of Discloser to any third party, other than to its employees, directors, officers, and consultants (including, without limitation, its attorneys, accountants, and financial advisors) (collectively, “Representatives”) who have a legitimate need to know such information for the purposes set forth in this TOS and have agreed to written confidentiality agreements that provide protection for the Confidential Information disclosed at least equivalent to that provided by this TOS. Without limiting the generality of the foregoing, Recipient is responsible for any unauthorised disclosure of Confidential Information by its Representatives. In the event that Recipient is required by law or regulation to disclose any Confidential Information of Discloser, Recipient may disclose such information to the extent so required, provided that Recipient give Discloser prompt, prior written notice of such requirement so that Discloser may seek an appropriate protective order.

7.3 You acknowledge and agree that you may provide, and we (and third parties acting on behalf of us) may obtain, certain information and data with respect to you and your business in connection with this TOS, including, without limitation, information and data provided to or obtained by us (or third parties acting on behalf of us) in connection with ordering, registration, activation, updating, validating entitlement to, auditing, and access to the Services and managing the relationship with you. You hereby consents to us maintaining, using, storing and disclosing such information and data in conformity with our policies on privacy and data protection, as such policies may be updated from time to time, including without limitation our privacy statement, as currently located at [www.th.huubap.com/privacy/]. Without limitation of the generality of the foregoing, you acknowledge and agree that: (a) we may from time to time prompt you to provide express agreement to the terms of our privacy statement and/or express agreement to specific uses of information and data; (b) we may provide information and data, including, without limitation, information and data about your use of the Services, and your support requests, to our subsidiaries and affiliates and other third parties in connection with the provision, maintenance, administration or usage of the Services or in connection with enforcement of any agreements relating to the Services; and (c) we may make cross-border transfers of such information and data, including to jurisdictions with privacy or data protection laws that are less protective for you than the jurisdiction in which you are domiciled if and to the maximum extent permitted by applicable laws.

8. Notices

8.1 Any notice required under this TOS shall be provided to the other party in writing. If you wish to provide a notice hereunder, you will promptly send written notice to: Human Technologies Singapore Pte. Ltd. at 27 West Coast Highway, #02-22, Singapore.

8.2 We may give notices applicable to our Services by means of a general notice on the Human Technologies Singapore portal for the Services, and notices specific to you by electronic mail to your e-mail address on record in our account information or by written communication sent by first class mail or pre-paid post to your address on record in our account information.

9. Force Majeure

We have no liability or are not considered to be in breach or default of our obligations under this TOS if and to the extent that performance of such obligations is delayed or prevented by circumstances beyond our reasonable control, including acts of god, any act or failure to act by a governmental authority, fires, earthquakes, floods, strikes or other labour disturbances, war (declared or undeclared), armed conflict, civil unrest, acts or threats of terrorism, epidemics, delays in transportation, material shortages, or thefts. Notwithstanding the foregoing, a Party is not relieved of its payment obligations under this TOS during a force majeure event.

10. Entire Agreement

The Parties acknowledge that this TOS constitute the entire understanding between the Parties with respect to their subject matter, and all prior negotiations, representations, agreements and understandings, whether written or oral, are merged into, extinguished and completely expressed hereby.

11. Severability

If any term or other provision of this TOS is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this TOS nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party.

12. Assignment

This TOS may not be assigned, transferred, or otherwise disposed of, and no obligations hereunder may be delegated, in whole or in part, by you without our prior written consent. Any purported assignment, transfer, delegation, or disposition in violation of this section is void ab initio.

13. Waiver

Any failure by us to enforce any of the provisions of this TOS or your order or to require at any time performance by you of any of the provisions hereof in no way affects the validity of this TOS or any of your order, or our right thereafter to enforce each and every provision hereof and thereof.

14. Governing Law and Dispute Resolution

This TOS and your order is governed by and interpreted in accordance with the laws of Singapore, excluding its conflict of laws rules. Each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Singapore in any dispute arising out of or relating to this TOS and your order.

15. Injunction Relief

You acknowledge that remedies at law may be inadequate to provide us with full compensation in the event of your breach of this TOS or your order, and that we shall therefore be entitled to seek injunctive relief in the event of any such breach, without posting a bond.

16. Relationship of Parties

Each Party is an independent contractor and neither Party’s personnel are employees or agents of the other Party for federal, state, provincial, local or other taxes or any other purposes whatsoever, and are not entitled to compensation or benefits from the other Party.