Enterprise Account User Terms of Service

Published: 1st April 2024
Last Updated : 15th April 2024

Welcome to Secqrd, an online multi-tool warranty management, e-commerce, finance, communications and customer relationship management (CRM) platform (the “Platform”). The Platform and its related services, products, software programs and content, and any applications, software or services that provided by Secqrd are collectively referred to herein as the “Services”.

These Enterprise Terms of Service (these “Terms”) and any Order Forms (if applicable) together form an agreement between a paid business subscriber (“Enterprise“) and us, and set forth the terms and conditions by which the Enterprise may access and use our Services, including via access on a web browser, or as a downloadable program or App available via our website (“Secqrd Site”), or via an App store on a user’s device (e.g., Apple’s App Store for iOS or Google Play for Android). The Enterprise also agrees to comply with the Acceptable Use Policy (as amended from time to time), which is hereby incorporated into these Terms. Additional terms, policies or guidelines may apply for specific feature or function of the Services

If you are a Viewer User (as defined in Section 2 below), You are also subjected to the Terms that also govern the subscription of the Services by the Enterprise apart from the Acceptable Use Policy .

If you are a Buyer User (as defined in Section 2 below), the Buyer Account User Terms of Service govern the your access and use of the Services.

1. ENTERPRISE

The party subscribing to the Services is the “Enterprise” (or “You”). If you subscribe the Services on behalf of an organisation and/or sign up for the Services using an email under your organisation’s email domain, then such organisation is the Enterprise, and you represent and warrant to us that (a) you are an authorised representative of such organisation with the authority to bind such organisation to these Terms, and (b) you agree to these Terms on such organisation’s behalf. Note that since the organisation you represent is the Enterprise, Enterprise has the right to replace you at its discretion and designate another person as its representative with respect to the Services. In such instance, you agree to take any actions reasonably requested by us or the Enterprise to assist with the transfer of responsibilities to a new representative of the Enterprise, including providing applicable login credentials with respect to the Enterprise account. If a user sets up a Secqrd business admin account and an organization, even in his or her own capacity rather than on behalf of an legally incorporated entity, the individual creating the Secqrd business account and the organization on Secqrd becomes an Enterprise. For example, you sign up using your personal email and created your organisation on Secqrd and have other users join your organisation as viewer accounts, then you become the Enterprise and shall be subject to these Terms.

2. VIEWER USERS AND BUYER USERS

Subject to the terms applicable to the subscription ordered by the Enterprise pursuant to Section 3, the Enterprise may invite and authorise individuals belonging to their organisation or 3rd party representatives outside of their organisation to access a dedicated business account granted by Secqrd to the Enterprise. Each such authorised individuals will be deemed a “Viewer User”. A “Business Access” is defined as a customised version of Secqrd with its own set of functions and login access curated for the Enterprise, where viewer accounts created under the same Business Access can access Secqrd and to collaborate together, i.e., a digital space where a group of users may access the same Services and to manage the same organisation. A “Buyer User” is defined as 3rd party users (a customer of the Enterprise) who have purchased a product from the Enterprise and is using Secqrd as a Platform to login and to interact with the Enterprise.

The Enterprise has many tools and controls over its Viewer Users’ and Buyer Users’ use of its Business Access and any content or information the Viewer Users and Buyer Users submits to the Business Access, such as messages, sensitive personal registration information, payment information, communications, Apps or any other content (collectively, “Business Data”). For example, the Enterprise may enable or disable a Viewer User’s access to the Business Access, review, edit and remove Business Data, grant access to Business Data to third parties, enable or disable third party integrations, manage the Viewer Users’ permissions, retention, and export settings, among other choices. The Enterprise may also exclusively provide us with instructions on what to do with Business Data.

The Enterprise is solely responsible for (a) informing its Viewer Users and Buyer Users of all the Enterprise policies and practices that are relevant to their use of the Enterprise’s Business Access; (b) any settings selected by the Enterprise through the Services that may impact the Viewer Users’ and Buyer Users’ use of the Enterprise’s Business Access or access to Business Data; and (c) ensuring the transfer and processing of Business Data complies with all applicable laws. We have no liability with respect to the content of any Business Data or the way the Enterprise or its Viewer Users or Buyer Users choose to use the Services to store or process any Business Data.

In order to access the Enterprise’s Business Access, each Viewer User must possess an account with the Platform. The Enterprise shall ensure that its Viewer Users keep their account login credentials confidential and not disclose to any third party. We are not liable for any damages, losses or liability to the Enterprise, its Viewer Users, Buyer Users or a third party, for any activity occurring under the Viewer Users’ accounts if accessed with the correct login credentials.

3. SUBSCRIPTIONS

You can only access and use the Secqrd Services with a paid subscription upon the completion of any trial period usage. Paid Services can be subscribed through the Secqrd subscription module on your admin dashboard (“Order Form”), which regulates the version, term, price and other relevant information of the ordered subscriptions. The Enterprise expressly agrees that the Enterprise’s use of the Services and the fees therefor will be determined in accordance with our measurement and data. The Enterprise shall comply with the terms under the Order Form, including but not limited to, not exceeding the number of limitation designated in the Order Form (if so agreed in the Order Form) via means of hacking, installing unauthorised codes, plugins, patches, etc. Secqrd may, upon reasonable advance written notice to You, audit Your use of the Services. If an audit reveals that You have used the Services beyond the agreed scope set forth in the Order Form, in addition to any other remedies Secqrd may have, the fees for such excessive use of the relevant Services shall immediately become due and payable upon our notice to the Enterprise in writing (including without limitation by email or in-App message) of the relevant fees and the Enterprise shall pay such fees within thirty (30) days following our notice. The Enterprise agrees to pay the applicable fees and taxes for all subscriptions. All bank/transaction charges shall be borne by the Enterprise. The Enterprise agrees that we may calculate taxes payable by the Enterprise. based on the billing information provided at the time of purchase. We reserve the right to change our subscription plans or adjust pricing for the Services in any manner and at any time as we may determine at our sole and absolute discretion. Except as otherwise provided in these Terms, any price changes or changes to the Enterprise’s subscription plan will take effect following reasonable notice to the Enterprise. All subscription fees are payable in accordance with the payment terms in effect at the time the subscription fee becomes payable. Payment can be made by credit card, debit card, or other means that we may permit. Subscriptions will not be provided until payment has been received in full, unless otherwise agreed by us.

[Secqrd may, at our sole discretion, offer different payment terms (e.g., a lump sum payment, payment on a monthly basis, payment on a quarterly basis) to You with respect to the payment of Your subscription fees for a period You commit to subscribe. Any such payment terms other than a lump sum payment made available by Secqrd is referred to as a “Periodic Payment Arrangement”. The Periodic Payment Arrangement may not be available to each Enterprise or for all Services. If Secqrd makes available any Periodic Payment Arrangement to You for the Services You subscribe and You choose such Periodic Payment Arrangement, You authorise us and relevant third parties (e.g., payment service provider) to store Your payment method and automatically charge Your payment method before the commencement of each interval of the applicable Periodic Payment Arrangement You choose. Selection of Periodic Payment Arrangement does not affect Your obligation to pay the fee for the entire subscription period you commit (e.g., if You subscribe certain Services for one year period and choose to pay the fee on a monthly basis, You are liable to pay the fee for the entire one-year period even if You use the subscribed Services for less than one year). Even if You select a Periodic Payment Arrangement, You retain the option to pay any outstanding fees for Your subscription prior to the relevant due date(s) in the payment method agreed by us. For the avoidance of doubt, the Periodic Payment Arrangement does not create any loan or credit arrangement between Secqrd and the Enterprise. The Enterprise expressly acknowledges and agrees that additional terms and conditions of Periodic Payment Arrangement may be applicable and You shall comply with such additional terms and conditions where applicable. Such additional terms and conditions may be displayed to You on the page where You select the Periodic Payment Arrangement or otherwise notified to You.] [The Enterprise acknowledges that we may engage third party payment service providers in connection with the processing of payments under these Terms, including without limitation to managing payment information or preventing fraud. The Enterprise acknowledges that additional terms and conditions may apply and agrees to such additional terms and conditions (if any) in connection with the use of any paid Services. The Enterprise represents and warrants that the Enterprise is authorised to make the payment in compliance with applicable laws.] In the event the Enterprise elects automatic renewal of subscription (where available), the Enterprise’s subscription will automatically renew for additional periods further to the end of the preceding subscription term, and the Enterprise’s payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. The Enterprise may cancel the automatic renewal of Your subscription, provided that the Enterprise must cancel at least thirty (30) days (or another cancellation period as displayed or notified to You) before the subscription period renewal date. We reserve the right to provide a written notice (e.g., by email) of non-renewal to You at least thirty (30) days prior to the subscription automatic renewal date. Notwithstanding the foregoing, such online subscription availability shall be subject to Secqrd’s sole discretion and Secqrd may modify the online subscription procedure and other details from time to time.

Except as expressly set forth in these Terms or applicable laws, payments for any subscriptions to the Services are nonrefundable and there are no credits or refund for subscribed Services used for partial subscription period. Any fees not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower.

If the Enterprise fails to pay the applicable subscription fees on a timely basis, in addition to all other rights and remedies available to us by law or under these Terms (including in Section 14 (Term; Termination), we may downgrade the Enterprise’s subscription plan to a standard free version of the Services and disable access to any paid Services until all overdue amounts are paid in full. If the Enterprise’s account is downgraded, the Enterprise and its Viewer Users and its Buyer Users will lose access to certain features and functionality of the Services and may lose access to certain Business Data. We shall in no way be responsible for any loss of data or Business Data because of the Enterprise’s failure to pay applicable subscription fees. For clarity, in the event the Enterprise downgrades any subscriptions from a higher tiered paid plan to a lower tiered paid plan, the Enterprise will remain responsible for any unpaid fees under the higher tiered paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Taxes. Unless otherwise stated, Secqrd’s fees and pricing do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If Secqrd has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Secqrd with a valid tax exemption certificate authorised by the appropriate taxing authority. For the avoidance of any doubt, in the event withholding taxes are levied by local tax authority in respect of the payments under these Terms, You will be responsible for such taxes and make a payment without any deduction to Secqrd, grossing up the amount paid as may be necessary. You shall indemnify and hold Secqrd harmless from and against any penalties, interest, or other tax liability arising from (a) any failure by You to pay any applicable Taxes, and/or (b) any tax exemption certificate provided by You under this paragraph.

4. FREE TRIALS AND BETA PRODUCTS

We may, at our sole discretion, allow an Enterprise to sign up for a trial of the paid Services for a specified number of days (a “Trial Subscription”). Once the Trial Subscription is cancelled or terminated, the access to the Service will be removed and the Enterprise can NOT sign up for a trial of the paid Services anymore. At any time and without notice, Secqrd reserves the right to (a) modify the terms and conditions of any Trial Subscription or free Services, or (b) cancel any Trial Subscription or free Services. Occasionally, we offer certain new features that will be identified as “beta” or “pre-release,” or similar wording (each, a “Beta Product”). Beta Products are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply to the Enterprise’s use of Beta Products.

5. ACCESS TO AND USE OF OUR SERVICES

As between the Enterprise and Secqrd, content on the Services (except Business Data), including the text, software, logos, patents, trademarks, service marks, copyrights, and “look and feel” of the Services, and all intellectual property rights related thereto (“Secqrd Content”), is either owned or licensed by Secqrd. Subject to the terms and conditions of these Terms, we grant the Enterprise a non-exclusive, limited, non-transferable, non-sublicensable, revocable license for its Viewer Users and as appropriate, Buyer Users, to access and use the Services and to access the Secqrd Content solely through Enterprise’s use of the Services. We reserve all rights not expressly granted herein in the Services and the Secqrd Content. The Enterprise acknowledges and agrees that we may terminate this license at any time for any reason or for no reason. The Enterprise and its Viewer Users may access Secqrd Content solely to access the Enterprise’s Business Access and as permitted under these Terms. Use of Secqrd Content or materials from the Services for any purpose not expressly permitted by these Terms is strictly prohibited. The Enterprise shall not, and shall ensure its Viewer Users and Buyer Users shall not, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Secqrd Content for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content. The Enterprise’s access to and use of the Services is subject to compliance with these Terms and the Acceptable Use Policy. The Enterprise shall comply and ensure its Viewer Users and Buyer Users comply with the terms of the Acceptable Use Policy. Secqrd may take measures as we deem necessary or appropriate (including without limitation immediate suspension or termination of the access to the Services by the Enterprise, its Viewer Users or Buyer Users), if the Enterprise breaches these Terms or the Acceptable Use Policy or violates any applicable law.

6. BUSINESS DATA

We will process Business Data only by the Enterprise’s instructions and are not responsible for any Business Data or for the way the Enterprise or its Viewer Users or Buyer Users choose to use the Services to store or process any Business Data. Subject to the terms and conditions of these Terms, the Enterprise (on behalf of its Viewer Users and Buyer Users) grant us (and our contractors and suppliers) a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable right and license at no cost to use, copy, download, modify, and display the Business Data for the limited purposes of (i) operating, maintaining and improving the Services and providing Your Business Data within the Services to other users (such as to allow us to transmit a Buyer User’s messages, documents and warranty information on the Enterprise’s Business Access); (ii) addressing or preventing service issues, security issues, customer support issues or technical issues with the Services; (iii) complying with a valid subpoena, court order or other legal requirements as reasonably determined by us; and (iv) other purposes that You consent to and that are consistent with applicable law, these Terms, its related addendums (if applicable) and the Privacy Policy. The Enterprise represents and warrants that it has secured all necessary rights in and to Business Data from its Viewer Users and/or Buyer Users and/or third parties in order to grant the foregoing licenses. In addition, the Enterprise (on behalf of its Viewer Users and Buyer Users) agrees that it is granting its other users on the Enterprise’s Business Access, at no cost, the right (including any intellectual property or related rights and any necessary waivers or consents) to make unrestricted use of the Business Data, including commenting on and editing the Business Data. We accept no liability in respect of any content submitted by users of the Services. The Enterprise acknowledges that our automated systems may analyse content that users of the Services share with us including emails that are shared through third party integrations to detect spam and malware when content is sent, received and saved. If we become aware of any Business Data that violates these Terms, the Buyer Account User Terms of Service or the Acceptable Use Policy that is uploaded by an Viewer User in Enterprise’s Business Access or otherwise by a Buyer User, we may ask the Enterprise to take direct action against such Viewer User or Buyer User. However, Secqrd reserves the right to take any action it deems necessary in accordance with these Terms and the Acceptable Use Policy, including without limitation immediately suspending, disabling or terminating the account of or access to the Services by any Viewer User or the relevant Buyer User who uploads Business Data that does not comply with these Terms or the Buyer Account User Terms of Service, applicable law, or the privacy rights, publicity rights, intellectual property, contractual rights or any other rights of any person or entity, or if we determine in our sole discretion that such Business Data poses a risk of harm to us, other users of the Services or third parties.

7. AVAILABILITY

Secqrd will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) scheduled maintenance as notified in advance; (b) unplanned or emergency downtime; or (c) any unavailability caused by circumstances beyond Secqrd’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.

Secqrd offers “help desk” email support at support@secqrd.com. Such support is available from 9:00 a.m. – 6:00 p.m. Singapore Time (+8GMT), Monday through Friday, excluding holidays. Secqrd will use commercially reasonable efforts to make an initial response to any email inquiry within one (1) business day of its receipt.

8. THIRD PARTY ADD-ONS

The Services include the ability for Enterprise to use certain third party product add-ons (including insurance plans) that complement the Enterprise’s use of the Services (each, a “Third Party Add-ons”). All available Third Party Add-ons are listed in the Secqrd Add-on Marketplace (if available) or in the respective group dropdowns for the create product module and the Enterprise may select the Third Party Add-ons that are made available to its products, at its discretion. The Enterprise must comply with all the terms set forth in the Secqrd Add-on Directory Terms of Service. We do not control the service delivery of such Third Party Add-ons and any reselling of such Third Party Add-ons is solely at the Enterprise’s discretion and between the Enterprise and the applicable third party add-on provider. We do not warrant the performance, availability, safety or reliability of any such Third Party Add-on and are not responsible for the applicable third party add-on provider’s performance or failure to perform in any respect. The Enterprise’s access and use of the Third Party Add-on is solely at its own risk and is subject to the terms and conditions of use and privacy policy(ies) applicable to such Third Party Add-on.

9. FEEDBACK AND CUSTOMER REFERENCE

If the Enterprise selects to provide any feedback or comments to Secqrd related to the Services (“Feedback”), all of such Feedback shall be the sole and exclusive property of Secqrd, and the Enterprise hereby assigns any right, title or interest it may have in such Feedback to Secqrd. Secqrd shall have the right to use and disclose such Feedback in any manner and for any purpose in Secqrd’s discretion without remuneration, compensation or attribution to the Enterprise, provided that Secqrd is under no obligation to use such Feedback.

Notwithstanding anything herein to the contrary, Secqrd may (i) display Your name and logo on our website and related marketing assets as an existing or prior customer of the Services, (ii) use and publish Your Buyer User’s testimonials, Feedback, and Enterprise case study regarding the Services in publications, presentations and marketing assets used by Secqrd, and (iii) mention the Enterprise, Viewer User and related product name (if any), and/or the subscription information in any tender documents.

10. DATA PRIVACY AND SECURITY

The Enterprise’s access to the Services may require Viewer Users and/or Buyer Users to provide certain personal information about the Enterprise, Viewer Users, Buyer Users and/or the Enterprise’s customers. The Enterprise acknowledges and agrees that Secqrd processes Business Data in our capacity as data processor for the purposes described in these Terms, the Data Processing Addendum, and the Privacy Policy.

11. INDEMNITY

The Enterprise agrees to defend Secqrd, our affiliates, employees, agents, assigns, and licensors against any third party suits, actions, claims, or proceedings (“Claim”) (i) alleging that theBusiness Data infringes or misappropriates a third party’s intellectual property, privacy or other rights; or (ii) resulting from the Enterprise’s or its Viewer Users’ or Buyer Users’ breach of or failure to comply with these Terms or its Viewer User’s or Buyer Users’ breach of the , and the Enterprise agrees to indemnify and hold Secqrd, our affiliates, employees, agents, assigns, and licensors harmless from all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, incurred by or awarded against Secqrd or our affiliates, employees, agents, assigns, and licensors that may result from any such third party Claim. Secqrd agrees to defend the Enterprise from and against any Claim initiated by a third party alleging that the Enterprise’s use of the Services in accordance with these Terms infringes any patents, copyrights or trade secret rights of which Secqrd is aware, provided, however, that Secqrd shall not be obligated to indemnify and defend the Enterprise from and against any Claim to the extent arising from (i) any matter for which the Enterprise is obligated to indemnify Secqrd pursuant to the paragraph above; (ii) use of the Services with any other software or service not provided by Secqrd, if, but for such combination, the use of the Services would not have been infringing; (iii) use of any Beta Products; and/or (iv) use of the Services under a Trial Subscription. In addition, the Enterprise shall be obligated to notify Secqrd promptly upon learning of any Claim subject to indemnity hereunder, and the Enterprise must provide Secqrd with sole control and authority over the defense and/or settlement of the Claim, subject to the Enterprise’s provision of reasonable assistance at the request of Secqrd and at Secqrd’s expense. Should the Services become or, in Secqrd’s reasonable opinion are likely to become, the subject of any Claim, Secqrd may, at our option and expense, either: (a) procure for the Enterprise the right to continue to use the Services as contemplated by these Terms, (b) replace or modify the Services to make its use in accordance with these Terms non-infringing, or (c) terminate the Enterprise’s subscription and refund to the Enterprise, in the same currency the fees were paid, any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination (unless applicable laws require otherwise), and the Enterprise shall be responsible for all the bank transaction fee. This Section states our sole liability with respect to, and the Enterprise’s exclusive remedy against us for any Claim against the Enterprise.

12. LIMITED WARRANTY; EXCLUSION OF OTHER WARRANTIES

Secqrd warrants that the Services will function in substantial accordance with our written specifications and applicable documentation. In the event of a breach of Secqrd’s warranty of this Section 12, Secqrd agrees to use commercially reasonable efforts to cause the Services to function in substantial accordance with their specifications and applicable documentation. If Secqrd is unable to remedy any material breach of this warranty, the Enterprise or Secqrd shall have the right to terminate the affected Services and, upon such termination, Secqrd will refund to the Enterprise, in the same currency the fees were paid, a pro rata portion of any fees that were prepaid for the canceled Services based on the remaining unused portion of the term for the canceled Services (unless applicable laws require otherwise), and the Enterprise shall be responsible for all the bank transaction fee. For any breach of the warranty above, the Enterprise’s sole and exclusive remedy shall be as provided in this Section 12. THE FOREGOING WARRANTY SHALL NOT APPLY TO ANY SERVICES UNDER A FREE OR TRIAL SUBSCRIPTION OR THE BETA PRODUCTS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 12, THE SERVICES ARE PROVIDED “AS IS”, “AS-AVAILABLE”, WITH ALL FAULTS, AND SECQRD AND SECQRD’S LICENSORS MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SECQRD OR OUR REPRESENTATIVES SHALL CREATE A WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 12, THE ENTERPRISE’S USE OF THE PLATFORM AND SERVICES IS ENTIRELY AT THE ENTERPRISE’S OWN RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE ENTERPRISE.

13. LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT THE FOLLOWING LIMITATION OF LIABILITY IS PROHIBITED BY LAW:

(1) SECQRD’S TOTAL LIABILITY TO THE ENTERPRISE SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY THE ENTERPRISE UP TO A MAXIMUM AMOUNT OF THE FEES PAID BY THE ENTERPRISE TO SECQRD UNDER THESE TERMS FOR THE THEN CURRENT SUBSCRIPTION TERM; PROVIDED THAT, REGARDLESS OF ANY STATUTE OR LAW, NO CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS MAY BE BROUGHT BY THE ENTERPRISE MORE THAN TWELVE (12) MONTHS AFTER THE FACTS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION HAVE OCCURRED, REGARDLESS OF WHETHER THOSE FACTS BY THAT TIME ARE KNOWN TO, OR REASONABLY OUGHT TO HAVE BEEN DISCOVERED BY THE ENTERPRISE ; (2) NEITHER SECQRD NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO THE ENTERPRISE OR ANY OTHER PARTY FOR PERSONAL INJURY, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, EVEN IF SECQRD HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), DEATH, PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO THE ENTERPRISE TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 13 AND THE ALLOCATION OF RISK HEREIN ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH SECQRD WOULD NOT HAVE ENTERED INTO THESE TERMS.

14. TERM; TERMINATION

These Terms shall remain in effect until the termination by Secqrd or the Enterprise in accordance with these Terms or the termination of all Services, paid and free, subscribed by the Enterprise, whichever is earlier. The Enterprise may terminate these Terms at any time upon a prior notice to Secqrd by email at least thirty (30) days in advance. Secqrd may terminate these Terms immediately at any time upon notice to the Enterprise by email, if the Enterprise has committed a material breach of these Terms which has not been remedied within thirty (30) days after notice by Secqrd specifying the nature of the breach or which cannot be remedied, or if the Enterprise commits multiple breaches of these Terms (including without limitation two or more different breaches, or two or more occurrences of the same breach). Upon termination of these Terms, all subscriptions granted to the Enterprise hereunder shall terminate and the Enterprise and its Viewer Users and Buyer Users shall cease all use of the Services. Except as otherwise set forth in these Terms or otherwise required by applicable law, in the event of termination of these Terms for any reason, all fees paid in advance are non-refundable and the Enterprise will not be entitled to a pro rata refund of any portion of such fees. Upon termination or expiration of these Terms, we have no obligation to maintain any Business Data and may thereafter, without notice to the Enterprise, delete all Business Data in our systems or otherwise in our possession or under our control, except for any Business Data which we are obligated to maintain in accordance with applicable laws and regulations. Sections 5, 6, 9, 11, 12, 13, 14, 15 and 16 will survive any termination of these Terms, together with any payment obligations owed by the Enterprise to Secqrd for any Services received prior to the effective date of termination.

15. CONFIDENTIALITY

Neither party shall (i) disclose to any unaffiliated third party any Confidential Information (provided Secqrd may disclose any Business Data which constitutes Confidential Information in accordance with our Privacy Policy); or (ii) use the Confidential Information for any purpose other than that indicated in these Terms without the disclosing party’s prior written approval. The receiving party agrees to notify the disclosing party promptly of any unauthorised disclosure of Confidential Information and to assist the receiving party in remedying any such unauthorised disclosure. The receiving party agrees that all persons having access to the Confidential Information under these Terms will abide by the obligations set forth in these Terms. Nothing in these Terms shall be construed to restrict the parties from disclosing Confidential Information as required by law or court order or other governmental order or request, provided in each case the party requested to make such disclosure shall timely inform the other party and use all reasonable efforts to limit the disclosure and maintain the confidentiality of such Confidential Information to the extent possible. In addition, the party required to make such disclosure shall permit the other party to attempt to limit such disclosure by appropriate legal means. All Confidential Information disclosed hereunder shall remain the sole property of the disclosing party and the receiving party shall have no interest in or rights with respect thereto. As used herein, “Confidential Information” means all information that is either labeled confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure and the nature of the information. Confidential Information shall not include data or information which (i) was in the public domain at the time it was disclosed or falls within the public domain, except through the fault of the receiving party; (ii) was known to the receiving party at the time of disclosure without an obligation of confidentiality, as evidenced by the receiving party’s written records; (iii) is disclosed after written approval of the disclosing party; (iv) becomes known to the receiving party from a source other than the disclosing party without an obligation of confidentiality; or (v) is developed by the receiving party independently of the disclosing party’s Confidential Information as demonstrated by written records.

16. OTHER TERMS

16.1 CHANGES TO THESE TERMS

We may amend these Terms from time to time, for instance when we update the functionality of our Services or when there are regulatory changes. We will use commercially reasonable efforts to provide reasonable notice to all users of any material changes to these Terms, such as by email or by displaying a notice on our Platform. However, the Enterprise should look at these Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflects the effective date of such Terms.

The Enterprise’s continued access to or use of the Services after the date of the new Terms constitutes the Enterprise’s acceptance of the new Terms. If the Enterprise does not agree to the new Terms, the Enterprise and its Viewer Users and Buyer Users must stop accessing or using the Services.

16.2 SECQRD CONTRACTING ENTITY, APPLICABLE LAW AND ARBITRATION

All references to “Secqrd”, “we” “us” or “our” under these Terms, the Governing Law and Dispute Resolution rules to be applied in any dispute or lawsuit arising out of or in connection with these Terms (or its subject matter or formation (including non-contractual disputes or claims)) shall depend on where the Enterprise is domiciled.

Domicile	Secqrd Contracting Entity	Governing Law	Dispute Resolution Rule
England & Wales	Rezpon Ltd	England & Wales law	Dispute Resolution Rule #1
Singapore, Malaysia	H3G Holdings Sdn Bhd	Malaysian law	Dispute Resolution Rule #2

Rezpon Ltd., a UK private limited company, located at Innovation Centre, Gallows Hill, Warwick, CV34 9AE United Kingdom.

H3G Holdings Sdn Bhd., a Malaysian private limited company, located at 1-23-5 Menara Bangkok Bank, 105 Jalan Ampang 50450 Kuala Lumpur, Malaysia

DISPUTE RESOLUTION Rule #1

Informal Process First. You agree that in the event of any dispute between You and Secqrd, You will first contact Secqrd and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation to any court action.

Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Dispute”) relating in any way to Your use of Secqrd services and/or products, including the Services, or relating in any way to the communications between You and Secqrd or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to You and Secqrd. However, this arbitration agreement does not govern any Dispute by Secqrd for infringement of our intellectual property or access to the Services that is unauthorised or exceeds authorization granted in these Terms. You agree that the U.K. Arbitration Act 1996 governs the interpretation and enforcement of this provision, and that You and Secqrd are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms. If You wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, You must send a letter requesting arbitration and describing Your claim to the Legal Department of Secqrd via the below channels (legal@secqrd.com, or address: Innovation Centre, Gallows Hill, Warwick, CV34 9AE United Kingdom. The arbitration will be administered by the UK Central Arbitration Committee (CAC) under its rules excluding CAC’s Supplementary Procedures for Consumer-Related Disputes. The CAC’s rules are available at www.legislation.gov.uk Payment of all filing, administration and arbitrator fees will be governed by the CAC’s rules. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.

DISPUTE RESOLUTION Rule #2

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which SIAC Rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

16.3 ANTI-BRIBERY AND CORRUPTION AND TRADE COMPLIANCE

ANTI-BRIBERY AND CORRUPTION

The parties warrant and represent that they and their affiliates will not, nor will any of their respective officers, employees, shareholders, representatives, agents or contractors (“Associated Parties”) commit, authorize or permit any action in connection with the negotiation, conclusion or the performance of these Terms or any related agreement which would cause the other party and/or its Associated Parties to be in violation of any anti-bribery laws. This obligation applies, inter alia, to illegitimate payments including facilitation payments to public officials or their associates, families or close friends.

TRADE COMPLIANCE

You represent to comply with all economic sanctions and export control laws and regulations applicable to these Terms, including but not limited to restrictions on destinations, end users and end use of the Services.

For the avoidance of doubt, any violation of the above commitments and representations shall be a material breach of these Terms.

16.4 FORCE MAJEURE

In the event either party is unable to perform its remaining obligations under the terms of these Terms because of acts of God, strikes, economic sanctions and export control, or other causes reasonably beyond its control, that in no way complying with applicable laws and regulations is possible, such party may terminate these Terms without being liable for damages to the other for any damages resulting from such failure to perform remaining obligations under these Terms or otherwise from such causes. The parties shall use commercially reasonable efforts to reach on a feasible solution that would minimize the impact from the force majeure event.

16.5 ENTIRE AGREEMENT

These Terms, together with any terms or document referenced or incorporated herein, constitute the whole legal agreement between the Enterprise and Secqrd and govern the Enterprise’s use of the Services and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing.

16.6 NO WAIVER AND SEVERABILITY

Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right in these Terms.

If any court of law or an arbitral tribunal, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of these Terms, and the remaining provisions of these Terms will continue to be valid and enforceable.

16.7 SECURITY

We do not guarantee that our Platform and/or Services will be secure or free from bugs or viruses. The Enterprise is responsible for configuring Your information technology, computer programs and platform to access our Platform and/or Services.

16.8 NO ASSIGNMENT

The Enterprise may not assign any of Your rights or delegate Your obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of us. We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without the Enterprise’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

16.9 LANGUAGE

These Terms are prepared in English and may be translated into multiple languages other than English. If there is any inconsistency between the English language text and any translation, to the maximum extent permitted under applicable law the English language text shall prevail, unless otherwise expressly stated in the applicable translation.

Any Questions? Get in touch at legal@secqrd.com.

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