EULA

END USER LICENSE AGREEMENT

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 (“Docspe”) 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 Docspe 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 Docspe and any copies of Docspe without any right to further transfer or distribute of Docspe or any copies of Docspe or provide access to Docspe 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

DEFINED TERMS
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.
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.
3. . “Annex” means the commercial terms attached to this Agreement, and marked as the ‘Key Commercial Terms’.
4. “API” means Application Programming Interface.
5. “Business Day” means a day on which banks are open for business in Malaysia (excluding Saturdays, Sundays and public holidays).
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.
7. “Content” includes text, data, graphics, images, video or other content.
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 Docspe or any of its features.
9. “Effective Date” means the date as set out in the Annex.
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 Docspe or made available to ARIA Spectre during the Term.
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.
12. “Docspe” means a cloud-based, web application which: (a) provides the ability for doctors and clinic operatives to maintain their medical workflow through writing, text input, voice to text input and drawing on an iPad Pro application or similar application augmented through the use of templates and pictures; 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.
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.
14. “Premium Features” means the additional premium features that the End User can elect to obtain for its Docspe offering during the Term as set out in the Annex.
15. “Service Level Guarantee” means the service levels for ARIA Spectre as set out in the Annex.
16. “Subscription Fees” means the fees paid by the End User to the Company in consideration of the End User’s use of Docspe and as stated in the Annex.
17. “Term” means the duration of this Agreement as set out in the Annex.
18. “Termination Fee” means the fees due and payable by the End User for terminating this Agreement for convenience as set out in the Annex.
19. “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 Docspe and the related products and services.
20. “EULA” means this End User License Agreement.
LICENCE
1. By clicking on the (“Accept”) call to action button, you are digitally signing and 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 Docspe. The End User shall abide by all applicable laws during the Term.
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 Docspe 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 Docspe or any Intellectual Property Rights of the Company, including the Intellectual Property Rights of Docspe to the End User.
3. End User hereby acknowledges that the Company owns all the rights, title and interest to and in Docspe, and the End User shall not acquire and shall not claim any right, title or interest in and to Docspe by virtue of the license granted in terms of this Agreement, and the use of Docspe 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.
4. The goodwill arising out of the use of Docspe 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.
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.
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 Docspe except to the extent that the End User may describe itself as a licensed user of Docspe.
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 Docspe to whom the Company may permit.
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.
SERVICES
1. Services. The Company shall make available Docspe 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 Docspe 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 Docspe 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 Docspe and its related services. The End User may at any time during the Term elect to upgrade its Docspe 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.
2. Service Support. The Company warrants that the support for Docspe will be provided in the following manner and timeframes:
  1. basic troubleshooting through emails and phone/video calls within forty-eight (48) Business Hours;
  2. advanced troubleshooting through site visits within seventy-two (72) Business Hours; and
  3. ongoing support of bug fixes and stability upgrades of Docspe, provided always that the End User shall:
  4. provide the Company with access to its employees to duplicate and resolve errors;
  5. supervise, control and manage the use of Docspe in accordance with this Agreement;
  6. document and promptly report all errors or malfunctions in Docspe to the Company; and
  7. 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.
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, 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. If the End User fails to make any payment due to the Company under this Agreement by the due date for payment, then without limiting the Company's rights and remedies, the End User shall pay interest on the overdue amount at the rate of 10% per annum from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. For the avoidance of doubt, the End User shall pay the interest together with the overdue amount. In the event that the End User withholds any amount from the Subscription Fees which is required under applicable law, then the End User shall provide the Company with document evidencing deposit of such withheld amount with the relevant governmental or revenue authority, and shall take all necessary and commercially reasonable steps to assist claim refund or credit of such withheld amount.
USER AGREEMENT
1. USER AGREEMENT
  1. The End User’s license to use Docspe is limited to the number of licenses subscribed to by the End User for the Term, and for the features of Docspe 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 Docspe which is requested by a duly authorised representative of the End User, and approved by a duly authorised representative of the Company in writing.
  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
  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.
2. Use Restrictions. The End User shall:
  1. only use Docspe in compliance with this Agreement, all applicable laws and not for any unlawful purpose and shall remain solely responsible for its use of Docspe including the allocation of rights for each user account;
  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, Docspe without the prior written consent of the Company;
  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 Docspe, in whole or in part;
  4. ensure that Docspe is installed on designated equipment only;
  5. ensure that proper records are maintained about the locations where Docspe is being used and produce such records to the Company on request from time to time;
  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;
  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;
  8. not allow ARIA Spectre to become the subject of any charge, lien or encumbrance;
  9. not circumvent, or attempt to circumvent, any technical measures that the Company or its Affiliates have put in place to safeguard ARIA Spectre;
  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;
  11. not access or use, or attempt to access or use, ARIA Spectre without validly-issued active Credentials;
  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;
  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;
  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;
  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;
  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;
  17. not harvest, retrieve, index or publish any portion of ARIA Spectre;
  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;
  19. not remove any copyright, trademark or other proprietary rights notices contained in or on ARIA Spectre;
  20. not engage in any activity other than those expressly permitted in this Agreement; or
  21. deal in any other manner with any or all of its rights and obligations under this Agreement
3. Intellectual Property
  1. The End User retains retain ownership of the intellectual property rights it holds in Content it submits on ARIA Spectre. The End User grants ARIA Spectre and 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.
  2. The End User acknowledges and agrees that ARIA Spectre 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 ARIA Spectre and all Intellectual Property Rights in ARIA Spectre and any releases, updates, upgrades and fixes thereto, shall belong to the Company and the End User shall have no rights in or to ARIA Spectre 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.
  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 ARIA Spectre 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. Except for the End User’s Content, all right, title and interest in and to ARIA Spectre, 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 ARIA Spectre or any Content.
INDEMNITIES AND LIMITATIONS OF LIABILITY
1. The End User shall indemnify, hold harmless, and defend the Company, its directors, employees, representatives, agents and distributors from and against any and all claims, proceedings, demand and costs (including reasonable legal costs) resulting from or in any way connected with the End User's use of ARIA Spectre including a breach by the End User of any of its warranties, representations, covenants, and undertakings in this Agreement, a breach by the End User of Clauses 8 (Data) and 9 (Confidentiality) and any use of the Company's Intellectual Property Rights other than in accordance with this Agreement.
2. Nothing in this Agreement seeks to or shall limit or exclude liability for death or personal injury caused by negligence, for fraud or for any other type of liability that cannot be limited or excluded under applicable law.
3. To the maximum extent permitted by applicable law, the Company shall not be liable to the End User for any:
  1. consequential, incidental, indirect, special or punitive loss or damage of any kind;
  2. loss of actual or anticipated profits (whether direct or indirect);
  3. loss of use, contracts or business (whether direct or indirect); and
  4. loss of information or data, or pecuniary loss (whether direct or indirect) howsoever arising under or in connection with or arising out of or related to this Agreement, the use or inability to use ARIA Spectre, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
4. The Company's maximum aggregate liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the total amount of Subscription Fees paid by the End User to the Company in the twelve (12) months immediately prior to the date of the event giving rise to the liability.
WARRANTIES
1. Except as expressly stated in writing, the Company makes no representation or warranties in respect of ARIA Spectre and that the use of ARIA Spectre 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 ARIA Spectre is functional and operational at the date of implementation of ARIA Spectre, 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.
2. Subject to Clause 6.1, the End User acknowledges that ARIA Spectre is provided "as is" and that ARIA Spectre has not been developed to meet the individual requirements of the End User.
3. The End User warrants that the information supplied by itself is is complete and accurate in all respects and identifies the End User and the name of each of its principals (where relevant).
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.
TERMINATION
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:
  1. terminate this Agreement with immediate effect by written notice to the other Party if the other Party commits a material breach of this Agreement and, if the material breach is capable of remedy, fails to remedy it during the period of thirty (30) days starting on the date of receipt of notice from the Party specifying the material breach and requiring it to be remedied; or
  2. terminate this Agreement for convenience by providing the other Party with thirty (30) days’ notice in writing.
2. Upon termination of this Agreement by the End User pursuant to Clause 7.1.2, 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 7.1.2.
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:
  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 thirty (30) days after being notified in writing to make such payment; or
  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.
4. Without prejudice and in addition to Clause 7.2, upon expiration or termination of this Agreement for any reason:
  1. all rights granted to the End User under this Agreement shall forthwith cease without any further act on the part of the Company;
  2. the End User shall immediately cease use of ARIA Spectre;
  3. the End User shall immediately destroy or remove all copies of ARIA Spectre supplied, then in its possession, custody or control and certify to the Company that it has done so;
  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
  5. the Company shall within fourteen (14) 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 link provided by the Company.
5. 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 6, Clause 7, Clause 8, Clause 9 and Clause 10 shall remain in full force and effect.
DATA
1. The End User acknowledges and agrees that:
  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;
  2. he Company may use the End User Data that it receives from the End User for the purposes of (collectively "Purposes"):
    1. providing the End User with ARIA Spectre and the related services in accordance with the terms and conditions of this Agreement;
    2. for the purposes set out in the privacy policy published on the ARIA Spectre platform;
    3. allowing the Company to improve ARIA Spectre and the related services;
    4. managing and improving the business operations of the Company and its Affiliates; and
    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.
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.
3. In relation to the acknowledgement set out in Clause 8.1 above including in relation to the Purposes, the End User represents, warrants and undertakes that:
  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);
  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;
  3. it has made reasonable security arrangements to protect the End User Data; and
  4. it is solely responsible for the accuracy, integrity and legality of the End User Data.
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
5. . For the avoidance of doubt, the Company is not responsible or liable for:
  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;
  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
  3. the deletion, corruption, correction, destruction, damage, loss or failure to any of the End User Data.
CONFIDENTIALITY
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.
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.
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.
FORCE MAJEURE 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 three (3) months, the Company may terminate this Agreement by giving thirty (30) days’ written notice to the End User.
GENERAL TERMS
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.
2. No addition to or modification of this Agreement will be binding on the Parties unless made in writing.
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.
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.
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.
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.
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.
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.