This End User License Agreement (“EULA”) is a legally binding agreement between the entity or organisation you represent, or if you do not designate an entity or an organisation in connection with a license purchase or usage, you in your individual capacity on behalf of yourself (“you” or “your”) and ARIA SPECTRE SDN BHD, (1288053-W) (The “Company”) in relation to the use of (“The Software”) the cloud-based web application. The terms and conditions (“Terms and Conditions”) below read together with the Commercial Terms as annexed hereto ("Annex") shall form the End User License Agreement (“EULA”).

By paying the license fee for The Software without promptly requesting a refund or otherwise using the cloud-based web application, such acts indicate your acceptance and your agreement to be bound by this EULA.

You acknowledge and agree: (a) that you are a licensee, not an owner, of The Software and any copies of The Software without any right to further transfer or distribute of The Software or any copies of The Software or provide access to The Software in any manner without ARIA Spectre’s prior written consent; (b) not to challenge the enforceability or validity of this EULA; and (c) not to initiate any proceedings inconsistent with the terms of this EULA.

TERMS AND CONDITIONS

1) DEFINED TERMS

1.1. “Affiliates” means in relation to the Company, its related entities, subsidiaries or any other entities which directly or indirectly controls, is directly or indirectly controlled by or is under direct or indirect common control with, the Company from time to time.

1.2. “Agreement” means these Terms and Conditions, Schedule A and the Annex. These Terms and Conditions apply to the provision by the Company to the End User of the services, as more particularly described in the attached Annex, agreed between the Parties. In the event of any conflict or inconsistency, the Annex shall prevail over these Terms and Conditions.

1.3. “Annex” means the commercial terms attached to this Agreement, and marked as the ‘Key Commercial Terms’.

1.4. “API” means Application Programming Interface.

1.5. “Business Day” means a day on which banks are open for business in Malaysia (excluding Saturdays, Sundays and public holidays).

1.6. “Confidential Information” means any information disclosed by the Company to the End User, either directly or indirectly in writing, orally, or by inspection of tangible objects relating to the Company including without limitation data, text, pictures, audio, video, logos and copy.

1.7. “Content” includes text, data, graphics, images, video or other content.

1.8. “Credentials” means any form of authorization provided to the End User from the Company for purposes of authorising or identifying the End User when the end user uses The Software or any of its features.

1.9. “Effective Date” means the date as set out in the Annex.

1.10. “End User Data” means any data, information or material of the End User or the End User's employees, customers and patients, including any Personal Data of the End User's employees, customers and patients, submitted or uploaded by the End User onto The Software or made available to ARIA Spectre during the Term.

1.11. “Intellectual Property Rights” means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

1.12. “The Software” means a cloud-based, web application which: (a) provides the ability for doctors and clinic operatives to maintain their medical workflow through coded tools; and;

(b) contains data storage functionalities such as patients electronic health records and clinic practice management features, and shall include all Intellectual Property Rights in and to ARIA Spectre.

1.13. “Personal Data” means data that relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject.

1.14. “Premium Features” means the additional premium features that the End User can elect to obtain for its The Software offering during the Term as set out in the Annex.

1.15. “Service Level Guarantee” means the service levels for ARIA Spectre as set out in the Annex.

1.16. “Subscription Fees” means the fees paid by the End User to the Company in consideration of the End User’s use of The Software and as stated in the Annex.

1.17. “Refund Policy” means the refund policy of paid fees paid by the End User to the Company in consideration of the End User’s use of The Software and as stated in the Annex.

1.18. “Term” means the duration of this Agreement as set out in the Annex.

1.19. “Termination Fee” means the fees due and payable by the End User for terminating this Agreement for convenience as set out in the Annex.

1.20. “Third Party” means a party other than the End User and the Company, and includes without limitation a subcontractor or a third party service provider engaged by the Company for the purposes of managing and improving the business operations of the Company and to allow the Company to improve The Software and the related products and services.

1.21. “EULA” means this End User License Agreement.

2) LICENCE

2.1. By singing, you are accepting this (“EULA”) Agreement, the End User agrees that this Agreement is a legally binding and valid contract and agrees to be bound by and shall adhere to all the terms and conditions of this Agreement and shall procure the same of all End User employees, patients or customers that are authorised (and permitted under or pursuant to this Agreement) to use The Software. The End User shall abide by all applicable laws during the Term.

2.2. The Company grants the End User a limited, non-exclusive, non-transferable non-assignable and revocable license for the Term, without right to sublicense, to use The Software only at the End User's premises as set out in Schedule A in accordance with this Agreement. For the avoidance of doubt, the Company does not transfer the rights, title and interests of The Software or any Intellectual Property Rights of the Company, including the Intellectual Property Rights of The Software to the End User.

2.3. End User hereby acknowledges that the Company owns all the rights, title and interest to and in The Software, and the End User shall not acquire and shall not claim any right, title or interest in and to The Software by virtue of the license granted in terms of this Agreement, and the use of The Software shall inure to the benefit of the Company. The End User further agrees to take all necessary steps and co-operate with the Company in effecting or perfecting the Intellectual Property Rights in and to ARIA Spectre.

2.4. The goodwill arising out of the use of The Software by the End User shall accrue to and shall be held in trust for the Company, which goodwill the End User agrees to assign, without any additional consideration, to the Company whether during or after the term of this Agreement.

2.5. The End User shall co-operate with the Company in establishing, confirming and enforcing the Company’s ownership rights and all other rights and interests in and to ARIA Spectre.

2.6. The End User is not and shall not act as an agent of the Company. Without limiting the generality of the foregoing, the End User shall not make any representations or give any warranty in relation to ARIA Spectre when using The Software except to the extent that the End User may describe itself as a licensed user of The Software.

2.7. Notwithstanding anything, it is agreed that nothing in this Agreement shall be construed or understood to prevent the Company or its Affiliates or any other person from using The Software to whom the Company may permit.

2.8. The End User (the licensee) recognises and acknowledges the title of the Company (the licensor) in and to the Intellectual Property Rights, and it is agreed and understood that the End User shall not do or suffer to be done any act or thing which will in any way impair the rights of the Company in and to the Intellectual Property Rights.

3) SERVICES

3.1. Services. The Company shall make available The Software to the End User within a reasonable period of time, and in any event no later than the Go Live date from the due execution of this Agreement. The Company shall ensure that The Software will be made available to the End User in accordance with the Service Level Guarantee. The Company reserves the right at all times to modify The Software and its related services by providing the End User with seven (7) days’ notice (except in case of any emergency upgrade, maintenance, fixes etc.) in writing provided always that any such modification shall not, as reasonably determined by the Company, result in the End User experiencing a significant drop in the service level and functionality of The Software and its related services. The End User may at any time during the Term elect to upgrade its The Software offering by choosing one or more of the Premium Features. No later than fourteen (14) days from the date on which the End User notifies the Company of its intent to choose one or more of the Premium Features, the Company shall make such Premium Features available to the End User together with a corresponding increase in the Subscription Fees, as may be determined by the Company at its sole discretion.

3.2. Service Support. The Company warrants that the support for The Software will be provided as outlined in the Service Level Agreement (SLA), and:

3.2.1. ongoing support of bug fixes and stability upgrades of The Software, provided always that the End User shall:

3.2.2. provide the Company with access to its users to duplicate and resolve errors;

3.2.3. supervise, control and manage the use of The Software in accordance with this Agreement;

3.2.4. document and promptly report all errors or malfunctions in The Software to the Company; and

3.2.5. take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been issued by the Company by following the SLA.

3.3. Subscription Fees. The End User shall pay to the Company the Subscription Fees as more particularly described in the Annex. All sums payable under this Agreement are exclusive of GST, SST service tax, or withholding taxes, for which the End User shall be solely responsible and which shall be payable by the End User in addition to the Subscription Fees.

Maintenance Releases. ARIA Spectre may, in its sole and absolute discretion, provide updates, enhancements, bug fixes, and/or technical support for the Software (“Maintenance Release”).

ARIA Spectre reserves the right to offer at an additional charge any new release and/or products sold separately from the Software.

The Company will notify and remind the End User for subsequent renewals as per the standard procedures 3 days in advance, the due date for payment by the End User of such License Fee shall be made 7 days before the date of License expiry. If the End User fails to make payment due to ARIA Spectre under this Agreement by the due date for payment, then, the End User shall pay interest on the overdue amount at the rate of 10% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The End User shall pay the interest together with the overdue amount.

4) USER AGREEMENT

4.1.  Use.

4.1.1. The End User’s license to use The Software is limited to the number of licenses subscribed to by the End User for the Term, and for the features of The Software as set out in the Annex. The End User acknowledges that additional fees shall be payable on any plan upgrades, and/ or any change in the features of The Software which is requested by a duly authorised representative of the End User, and approved by a duly authorised representative of the Company in writing.

4.1.2. In the event that the Company provides any equipment, including any designated equipment, as detailed in the Annex, the End User acknowledges and agrees that such equipment is provided to the End User on an “as is” basis and that the Company shall not be responsible for any such equipment. It is the End User’s sole responsibility to maintain any such equipment at its own cost. The equipment may be subject to warranty terms provided by the equipment manufacturer or distributor as the case may be, and the Company shall assist the End User to obtain any such warranty terms (if available) from the equipment manufacturer or distributor as the case may be. The End User remains solely responsible for liaising with the relevant equipment manufacturer or distributor with regard to any claims to be made in relation to the condition of the equipment throughout the duration of its use by the End User.

4.1.3. The End User is responsible for the safety and security of its Credentials. The End User shall immediately notify the Company if its Credentials have been stolen or compromised.

4.2. Use Restrictions. The End User shall:

4.2.1. only use The Software in compliance with this Agreement, all applicable laws and not for any unlawful purpose and shall remain solely responsible for its use of The Software including the allocation of rights for each user account;

4.2.2. not assign, sublicense, novate, share, re-sell, offer for re-sale, loan, rent, lease, borrow, transfer, network, sell, or distribute copies in whole or in part of, The Software without the prior written consent of the Company;

4.2.3. not, and shall not attempt to, copy (or allow others to copy or evaluate copies of), adapt, modify, reverse engineer, disassemble or decompile or make error corrections to, create any derivative works or other works that are based upon or derived from The Software, in whole or in part;

4.2.4. ensure that The Software is installed on designated equipment only;

4.2.5. ensure that proper records are maintained about the locations where The Software is being used and produce such records to the Company on request from time to time;

4.2.6. take all steps to prevent unauthorised use and copying and notify the Company as soon as it becomes aware of any unauthorised use and/or copying of ARIA Spectre by any person;

4.2.7. not use, display, distribute, send or store viruses, worms, Trojan horses and other harmful code, material that is unlawful, infringing, pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age or data that violates the rights of any individual or entity or which are in contravention of any applicable laws;

4.2.8. not allow ARIA Spectre to become the subject of any charge, lien or encumbrance;

4.2.9. not circumvent, or attempt to circumvent, any technical measures that the Company or its Affiliates have put in place to safeguard ARIA Spectre;

4.2.10. not, without the Company’s prior written approval, access or use, or attempt to access or use, any portion of ARIA Spectre other than with (i) a commercial browser (such as Chrome, Internet Explorer or Mozilla Firefox), (ii) an application made for mobile or handheld device(s) that is developed and distributed by the Company, or (iii) ARIA Spectre’s API using Credentials issued to the End User directly by the Company;

4.2.11. not access or use, or attempt to access or use, ARIA Spectre without validly-issued active Credentials;

4.2.12. not do or attempt to access, use or disseminate ARIA Spectre, nor any information or files accessible via ARIA Spectre, in a manner that violates any applicable law or regulation or the rights of any individual or entity;

4.2.13. not sell or transfer any information included in ARIA Spectre or use such information to market any product or service – including by sending, or facilitating the sending of, unsolicited emails or spam;

4.2.14. not probe, scan or test the vulnerability of ARIA Spectre, or of the system or network supporting ARIA Spectre, or circumvent any security or authentication measures;

4.2.15. not disable, bypass, defeat, avoid, remove, deactivate or otherwise circumvent any technical measures we have implemented to safeguard the stability of ARIA Spectre, or the confidentiality, integrity or availability of any information, Content or data hosted or housed on ARIA Spectre;

4.2.16. not introduce to ARIA Spectre any software, code or other device that in any way (i) permits unauthorized access to the Company’s systems or any software, hardware, files or data located thereon, (ii) disables or damages or otherwise interferes with or adversely affects the operation of ARIA Spectre’s systems or any software, hardware, files or data located thereon, or (iii) overburdens or interferes with the proper functioning of ARIA Spectre;

4.2.17. not harvest, retrieve, index or publish any portion of ARIA Spectre;

4.2.18. not disable or circumvent ARIA Spectre’s API usage safeguards, including safeguards designed to regulate the nature or amount of data the End User is permitted to extract from ARIA Spectre, or the frequency of which it may access such data; or make calls to ARIA Spectre’s API other than those authorized in ARIA Spectre’s API documentation;

4.2.19. not remove any copyright, trademark or other proprietary rights notices contained in or on ARIA Spectre;

4.2.20. not engage in any activity other than those expressly permitted in this Agreement; or

4.2.21. deal in any other manner with any or all of its rights and obligations under this Agreement

4.3.  Intellectual Property

4.3.1. The End User retains ownership of the intellectual property rights it holds in Content it submits on ARIA Spectre. The End User grants ARIA Spectre the Company and its partners and Affiliates a worldwide, royalty-free right to store, host, reproduce, create derivative works of (such as translations, adaptations, reformatted versions and aggregated, anonymized or de-identified versions), publish, publicly perform, display, use and distribute such Content in accordance with the Company’s privacy policy as may be updated from time to time.

4.3.2. The End User acknowledges and agrees that the Software contains copyrighted material, trade secrets and other Content that constitutes proprietary material. The End User acknowledges and agrees that all rights, titles and interests in and to the Software and all Intellectual Property Rights in the Software and any releases, updates, upgrades and fixes thereto, shall belong to the Company and the End User shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement. The End User must provide all reasonable assistance the Company may request to protect the Intellectual Property Rights.

4.3.3. The Company’s name, logo and graphics file that represents ARIA Spectre shall not be used in any way by the End User to promote the End User’s products and services. The End User may not use any information provided by the Company to create any software whose expression is substantially similar to that of the Software of the Company nor use such information in any manner which would be restricted by any copyright subsisting in it. The Company reserves all rights not expressly granted to the End User in the Agreement.

4.3.4. Except for the End User’s Content, all right, title and interest in and to the Software, all other Content, and the structure, organization and arrangement thereof, are and remain the exclusive property of ARIA Spectre, the Company and its Affiliates and their licensors. Except for the limited specific rights granted in this Agreement, the End User may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, exploit or otherwise use the Software or any Content.

4.3.5. The End User acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to ARIA Spectre, and the End User shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.

4.4. End User Obligations

4.4.1. End User may provide to ARIA Spectre feedback related to problems with the Software, how to enhance the Software, development of the Software, and any other issues related to the Software (“Feedback”). Without limiting the foregoing, ARIA Spectre will have the right to use Feedback for any and all purposes, including, but not limited to enhancing the product and developing new features, and make it part of its offering.

4.4.2. End User, on behalf of itself, its successors, and its holding companies, subsidiaries, and affiliates, hereby irrevocably covenants that it and they:

(a) will not commence, maintain, or prosecute any litigation, action, or other proceeding in any jurisdiction worldwide asserting that ARIA Spectre or any of its successors, subsidiaries, holding companies, or affiliates (collectively, the “ARIA Spectre Parties”), infringe or otherwise violate any rights or licenses involving or otherwise related to the Customer Enhancements (the “Covenant Not To Sue”);

(b) will require any person acquiring any of Customer’s rights in or to any of the Customer Enhancements to agree to be bound by the Covenant Not To Sue; and

(c) will not cause, induce, or encourage any third party to commence, maintain, or prosecute any action against any of the ARIA Spectre Parties involving or otherwise related to the Customer Enhancements.

4.4.3. Any Customer suggestions on how to improve the Software and any product development ideas shall not be considered Customer’s Confidential Information and ARIA Spectre shall be free to use any such suggestions and any product development ideas for any and all purposes including, but not limited to, enhancing the product and developing new features, and making it part of its offering.

5) EXPRESS DISCLAIMER

5.1. Except as set forth in writing in this Agreement and to the maximum extent permitted by applicable law, ARIA Spectre makes no representations, warranties, conditions or guarantees with respect to the Software and any other materials or services covered by or furnished pursuant to this Agreement, including without limitation any implied warranty or condition of:

5.1.1. General merchantability – ARIA Spectre does not guarantee that the Software will meet general commercial standards for all possible uses or that it will function flawlessly in every business environment. The Software is provided as-is, subject to the features and functionality described in this Agreement. 5.1.2. Fitness for a Particular Purpose – ARIA Spectre does not warrant that the Software will meet specific, unique, or specialized business needs beyond what is explicitly defined in this Agreement. Customers are responsible for evaluating whether the Software is suitable for their intended use. and; 5.1.3. Warranties Arising from Course of Performance, Course of Dealing, or Usage of Trade – The Software is provided based on the agreed terms, and no additional warranties arise from past interactions, industry practices, or prior agreements. and; 5.1.4. Non-infringement of third-party rights.

5.2. The ARIA Spectre Software relies on certain third-party software dependencies (“Dependencies”) for its use and operation. While ARIA Spectre will make reasonable efforts to ensure compatibility and functionality, it does not control and is not responsible for such Dependencies. These Dependencies are made available by third parties, and ARIA Spectre does not grant any rights to use them under this Agreement. ARIA Spectre is not liable for issues arising solely from third-party Dependencies.

6) LOGOS

6.1. ARIA Spectre shall be entitled to use the End User’s name and logo on its sales, marketing and PR material (including website) for the duration of this Agreement and End User grants ARIA Spectre a non-exclusive license solely for this purpose.

6.2. With the consent of the End User, ARIA Spectre shall be entitled to use the End User’s name and logo on its sales, marketing and PR material (including website).

7) INDEMNITIES AND LIMITATIONS OF LIABILITY

7.1. End User’s Indemnification Obligations

The End User shall indemnify, defend, and hold harmless the Company, its directors, employees, representatives, agents, and distributors from any and all claims, proceedings, demands, and costs (including reasonable legal fees) arising out of or in connection with:

The End User’s use of ARIA Spectre;

7.1.1. A breach by the End User of any warranties, representations, covenants, or undertakings in this Agreement;

7.1.2. Any breach of Clauses 10 (Data) or 11 (Confidentiality);

7.1.3. Any misuse or unauthorized use of the Company’s Intellectual Property Rights, except as permitted under Clause 4.3 (Intellectual Property).

7.2. Notification of Claims

The End User agrees to promptly notify the Company of any claims, actions, or investigations initiated by third parties that could affect the Company and shall cooperate fully with the Company in the defense of such claims.

7.3. Limitation of Liability

7.3.1 Except as expressly stated in Clause 7.2:

7.3.1. ARIA Spectre shall not in any circumstances have any liability for any losses or damages which may be suffered by the End User (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

7.3.1.1. special damage; 7.3.1.2. loss of profits; 7.3.1.3. loss of anticipated savings; 7.3.1.4. loss of business opportunity; 7.3.1.5. loss of goodwill; 7.3.1.6. loss or corruption of data occurring within the cloud, including but not limited to mismanagement, infrastructure failures, misconfigurations, or security breaches on the cloud.

provided that this Clause 7.3.1.1 shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of Clause 7.3.1.2 or any other claims for direct financial loss that are not excluded by any of categories 7.3.1.1 to 7.3.1.6 inclusive of this Clause 7.3.1.

7.3.2. The total liability of ARIA Spectre, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee paid or payable by the Customer to Supplier during the twelve-month period immediately preceding the earliest date on which the act or omission giving rise to the claim occurred or should have occurred, as applicable.

7.3.3. ARIA Spectre shall not be liable for the integration between the Software and the End User.

7.3.4. To the fullest extent allowable by law, ARIA Spectre shall not be liable for any losses or damages incurred by an End User.

7.3.5. The Customer agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) ARIA Spectre shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.

7.4. The exclusions in Clause 5.1 and Clause 7.1 shall apply to the fullest extent permissible at law, but ARIA Spectre does not exclude liability for:

7.4.1. death or personal injury caused by the negligence of ARIA Spectre, its officers, employees, contractors or agents; 7.4.2. fraud or fraudulent misrepresentation; 7.4.3. breach of the obligations; or 7.4.4. any other liability which may not be excluded by law

7.5. All dates supplied by ARIA Spectre for the delivery of the Software shall be treated as approximate only. ARIA Spectre shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

7.6. All references to "ARIA Spectre" in this Agreement shall, for the purposes of this clause and 13 only, be treated as including all employees, subcontractors and suppliers of ARIA Spectre and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with Clause 13.

8) WARRANTIES

8.1. Except as expressly stated in writing, the Company makes no representation or warranties in respect of ARIA Spectre Software and that the use of ARIA Spectre Software will be uninterrupted or error-free. The Company expressly excludes all other conditions, warranties, expressed or implied, oral or written, whether by statute, common law or otherwise, including, without limitation, any implied conditions, warranties or other terms as to satisfactory or merchantable quality or fitness for a particular purpose or the use of reasonable skill and care. For the avoidance of doubt, the Company shall ensure the Software is functional and operational at the date of implementation of the Software, provided the End User complies with any operating requirements or equipment configuration requirements in relation to ARIA Spectre as communicated to the End User from time to time.

8.2. Subject to Clause 8.1, the End User acknowledges that the Software is provided "as is" and that the Software has not been developed to meet the individual requirements of the End User.

8.3. The End User warrants that the information supplied by itself is complete and accurate in all respects and identifies the End User and the name of each of its principals (where relevant).

8.4. The End User warrants that where it is a natural person, it is above 18 years of age or the age of majority in its jurisdiction, whichever is higher.

9) TERMINATION

9.1. This Agreement shall commence on the Effective Date and shall, unless terminated earlier in accordance with its terms, continue in effect for the duration of the Term. Without affecting any other right or remedy available to it, either Party may:

9.1.1. Termination by End User: The End User may terminate the license by signing a termination agreement provided by the Company and providing the Company with thirty (30) days’ notice in writing. A termination fee may apply.

9.1.2. Termination by Company: The Company reserves the right to terminate the license if the End User breaches any terms or fails to pay the subscription fee.

9.2. Upon termination of this Agreement by the End User pursuant to Clause 9.1.1, the End User shall immediately pay the Company the Termination Fee if the End User is in breach of any of the provisions of this Agreement. For the avoidance of doubt, except as expressly provided for in this Agreement the Company shall not be liable to the End User in any way whatsoever for the termination of this Agreement pursuant to Clause 9.1.1 and 9.1.2.

9.3. Without prejudice to any rights or remedies available to the Company under this Agreement or under any applicable law, the Company shall have the right to terminate this Agreement with immediate effect by providing written notice to the End User:

9.3.1. if the End User fails to pay any amount due under this Agreement on the due date for payment and remain in default for more than sixty (60) days after being notified in writing to make such payment; or

9.3.2. if the End User becomes insolvent, proposes an individual, company or partnership voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, if any petition shall be presented, order shall be made or resolution passed for its winding up (except for the purpose of a bona fide amalgamation or reconstruction), is subject to bankruptcy or dissolution, if it shall otherwise propose or enter into any composition or arrangement with its creditors or any class of them, if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium.

9.4. Without prejudice and in addition to Clause 9.2, upon expiration or termination of this Agreement for any reason:

9.4.1. all rights granted to the End User under this Agreement shall forthwith cease without any further act on the part of the Company;

9.4.2. the End User shall immediately cease use of ARIA Spectre systems;

9.4.3. the End User shall immediately destroy or remove all copies of ARIA Spectre systems supplied, then in its possession, custody or control and certify to the Company that it has done so;

9.4.4. the End User shall immediately pay to the Company any sums due to the Company under this Agreement up to the date of termination. The financial obligations incurred by the End User shall survive the expiration or termination of this Agreement; and

9.4.5. the Company shall within forty (40) days from the date of expiry or termination of this Agreement (as the case may be) use commercially reasonable efforts to return the End User Data to the End User, in a format to be determined by the Company in its sole discretion, through a secured method provided by the Company.

9.5. Upon termination of this Agreement, whether initiated by the End User or the Company, the End User is obligated to settle any outstanding fees or balances accrued up to the effective date of termination. The Company reserves the right to withhold termination processing and data handover until all such outstanding amounts are fully paid.

9.6. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement including Clause 8, Clause 9, Clause 10, Clause 11. Clause 12, and Clause 15 shall remain in full force and effect.

10) DATA

10.1. The End User acknowledges and agrees that:

10.1.1. the use of ARIA Spectre and the related services will result in the disclosure and transfer of End User Data to the Company, including the transfer of such End User Data outside of the country in which the End User Data was collected;

10.1.2. the Company may use the End User Data that it receives from the End User for the purposes of (collectively "Purposes"):

10.1.2.1. providing the End User with ARIA Spectre and the related services in accordance with the terms and conditions of this Agreement;

10.1.2.2. for the purposes set out in the privacy policy published on the ARIA Spectre platform;

10.1.2.3. allowing the Company to improve ARIA Spectre and the related services;

10.1.2.4. managing and improving the business operations of the Company and its Affiliates; and

10.1.2.5. the Company may disclose and transfer the End User Data that it receives from the End User to its Affiliates and Third Parties only in connection with the Purposes including the transfer of any such End User Data outside of the country in which the End User Data was collected.

10.2. For the avoidance of doubt, except in relation to the Purpose, the Company will not disclose personally identifiable information in the End User Data or any financial information relating to the overall performance of the End User, to any third party for commercial gain.

10.3. In relation to the acknowledgement set out in Clause 10.1 above including in relation to the Purposes, the End User represents, warrants and undertakes that:

10.3.1. it has obtained all necessary and valid consents and approvals required under and in accordance with applicable law including all necessary and valid consents from the End User's employees, patients, customers or any other person as may be required under applicable law (including for the above Purposes and applicable consents for cross-border transfer of data);

10.3.2. it is in compliance with and will comply with all applicable laws including privacy and data protection laws and regulations at its own cost;

10.3.3. it has made reasonable security arrangements to protect the End User Data; and

10.3.4. it is solely responsible for the accuracy, integrity and legality of the End User Data.

10.4. The End User acknowledges and agrees that if the End User is receiving a data subsidy for the Subscription Fees, such subsidy represent a significant discount to the actual cost of providing ARIA Spectre to the End User and this discount is offered to the End User on the basis that the End User Data provided by the End User is accurate and up to date. If the Company, acting reasonably, is of the view that the End User Data provided by the End User is not accurate or is manifestly erroneous, the Company reserves the right to revoke the data subsidy given to the Subscription Fee by providing the End User with three (3) days’ notice in writing.

10.5. For the avoidance of doubt, the Company is not responsible or liable for:

10.5.1. assisting the End User with its own compliance with applicable law in respect of the collection, use, disclosure and other handling and processing of Personal Data;

10.5.2. advising the End User as to the End User's obligations under such applicable law, or any changes in respect of such applicable law; and

10.5.3. the deletion, corruption, correction, destruction, damage, loss or failure to any of the End User Data.

11) CONFIDENTIALITY

11.1. End User shall, during the Term of this Agreement and thereafter, keep confidential all, and shall not without the prior written consent of the Company disclose to any third party (except its professional advisors (subject to similar confidentiality obligations) or as may be required by any law or any legal or regulatory authority) any Confidential Information which may become known to End User, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of the End User from a third party.

11.2. End User shall not make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

11.3. End User shall fully observe and comply with the Personal Data Protection Act 2010 of Malaysia (the “PDPA”) and all applicable privacy and data protection laws and guidelines, and shall notify the Company of any notices, requests or queries from any data protection supervisory authority which it receives related to personal data in the course of the performance of the End User’s obligations.

12) NON-REFUND POLICY

12.1. Overview At Docspe, we are committed to providing high-quality SaaS products and services. We understand that sometimes our services may not meet the specific needs of every customer. However, due to the nature of our digital products and services, all sales are final. This non-refund policy is designed to clarify the terms under which refunds will not be provided.

12.2. No Refunds: Once a subscription fee is paid, it is non-refundable. This includes, but is not limited to, the following scenarios: Dissatisfaction with the product after the initial purchase. Inability to use the product due to lack of technical skills or requirements. Accidental purchases or mistaken subscription levels. Change of mind after the purchase.

12.3. Subscription Cancellations: Customers can cancel their subscription at any time to prevent further charges. However, cancellation will only stop future billing and does not result in a refund for any part of the subscription period that has already been billed.

12.4. Exceptional Circumstances: In exceptional circumstances, such as major service disruptions that significantly impact the functionality of our service for an extended period, the Company may consider refund requests on a case-by-case basis. These decisions are at the sole discretion of the Company.

12.5. Contact Us: If you have any questions or need further clarification regarding our non-refund policy, please contact our support team at [email protected].

12.6. Policy Changes: The Company reserves the right to modify this non-refund policy at any time. Changes and clarifications will take effect immediately upon their posting on the website. It is the End User’s responsibility to review the policy periodically. By subscribing to our service, you acknowledge that you have read, understood, and agreed to this non-refund policy.

13) THIRD-PARTY RIGHTS

13.1. A person or entity who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

14) NO PARTNERSHIP OR AGENCY

14.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15) FORCE MAJEURE

15.1. The Company shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the Company shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for two (2) months, the Company may terminate this Agreement by giving thirty (30) days’ written notice to the End User.

16) GENERAL TERMS

16.1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

16.2. No addition to or modification of this Agreement will be binding on the Parties unless made in writing.

16.3. The Company shall be entitled to subcontract its obligations under this Agreement, provided that the Company shall remain the End User's sole point of contact for the performance of the Company’s obligations under this Agreement.

16.4. Anti-Bribery. The Parties shall not, either directly or indirectly, offer, promise, pay, give or authorise (tacitly or otherwise) any financial or other advantage: (a) to any person in order to induce, influence or reward the improper performance of a function or activity in connection with a business or organisation, a person’s employment or a public function; or (b) to any official including but not limited to any government authority or agency, the legislature, the judiciary, a political party or political candidate, or a public international organisation (the “Official”) to influence that Official in the performance of their functions in order to retain or obtain business or a business advantage. The Parties shall comply at all times with applicable anti-bribery laws and other applicable law.

16.5. Any notice or other communication to be given under this Agreement to a Party shall be in writing and may be delivered or sent by post or facsimile to the Party to be served at its address set out in this Agreement or at any other address or facsimile number or to any other addressee as it may have notified to the other Party in accordance with this Clause. Any notice or other document sent by post shall be sent by registered mail or by prepaid airmail. In proving service of a notice or document it shall be sufficient to prove that delivery was made and recorded or that the facsimile message was properly addressed and despatched, as the case may be.

16.6. Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, nor constitute either Party as the agent of the other Party for any purpose. A person who is not a Party to this Agreement has no right to rely upon or enforce any term of this Agreement.

16.7. This Agreement (and any and all disputes arising out of or in connection with this Agreement (including without limitation any alleged breach, or challenge to the validity or enforceability, of this Agreement or any provision hereof)) will be subject to the laws of Singapore. Any and all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration under the Arbitration Rules of the Singapore International Arbitration Centre (“Rules”) (which Rules are deemed to be incorporated by reference into this Agreement) by one (1) arbitrator, appointed in accordance with the Rules. The arbitration will take place in Singapore and the language of the arbitration will be English.

16.8. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement. Any Party may enter into this Agreement by signing such counterpart and each counterpart may be signed and executed by the Parties and transmitted by facsimile transmission or any form of electronic communication and shall be as valid and effectual as if executed as an original.

Annex 1: Service Level Agreement (SLA)

Severity Level	Description	Response Time	Resolution Time	Resolution Process
Severity 1	Critical business impact:A critical or key business function cannot be completed. No workaround exists. Business cannot continue without resolution. Could lead to significant revenue loss. Requires immediate attention from the technical team, potentially halting other development activities.Examples: Production server down, Application/Database crash, Critical module failure.	1 hourImmediate escalation by phone or email to ensure prompt attention.	2-8 hours	Continuous allocation of resources until resolution.Escalation to senior technical teams.Notification to senior executives if required.
Severity 2	High business impact:Business functions can still be completed but with process or performance compromise. A workaround exists, but the issue impacts important processes. Business can continue temporarily with the workaround but requires urgent fixing.Examples: Major application slowdown, Key features inaccessible but not completely down.	3 hoursEscalation to the technical team.	1-2 business day(s)	Appropriate resources will be allocated to resolve the issue.Continuous monitoring and updates until resolved.Notify senior management if required.
Severity 3	Medium business impact:Defects impacting key business functions but do not prevent completion. Manual workarounds exist, and the issue is tolerable until the next scheduled update or maintenance.Examples: Minor bugs, Non-essential features not functioning properly.	8 hoursAcknowledgement of the issue provided via email or ticketing system.	5-8 business day(s) or next maintenance release	Plan resolution as part of next maintenance or scheduled release.Continuous communication with customer until resolved.
Severity 4	Low business impact:Cosmetic defects or minor issues that do not affect business processes or operations. These issues can be fixed during the next release cycle.Examples: UI glitches, text misalignment, minor visual bugs.	1-2 business day(s)	2 weeks or next maintenance release	Add to the maintenance schedule.Notify the customer of planned resolution timing.

Annex 2: Key Commercial Terms

Subscription Pricing The subscription fees and pricing tiers are subject to change based on the user’s selected package, upgrades, or changes made during the subscription period. The most up-to-date pricing information is displayed and agreed upon during the sign-up and payment process.

Subscription fees are determined based on the specific services chosen at the time of sign-up and may vary based on usage, features added, or any upgrades requested by the customer.

Upgrades and Modifications If the customer opts for additional services or upgrades during the subscription period, the applicable pricing will automatically be adjusted.

Automatic Renewals and Adjustments The subscription will automatically renew at the end of each billing cycle unless the customer provides written notice of cancellation in accordance with the terms. Pricing upon renewal may reflect adjustments to the pricing model.

Price Revisions ARIA Spectre reserves the right to revise its pricing models and subscription fees. Any pricing changes will be communicated to the customer in advance, and customers will have the option to continue with the revised pricing or cancel their subscription in accordance with the termination clause.

By clicking the 'Accept' button, I, the End User, hereby acknowledge and agree to the terms outlined in this agreement.