SOFTWARE LICENSE AGREEMENT

2.1 Software as a Service (SaaS) License

Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable license to access and use the Software as a service through the internet for the period specified in the order form.

2.2 On-Premises License

For on-premises deployment, Licensor grants to Licensee a non-exclusive, non-transferable license to install and use the Software on Licensee's internal servers solely for Licensee's internal business operations.

2.3 Restrictions

Licensee shall not:

Licensee shall not:

• Copy, modify, adapt, translate, or create derivative works based on the Software;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software;
• Rent, lease, sell, sublicense, assign, distribute, or otherwise transfer rights to the Software;
• Remove any proprietary notices or labels on the Software;
• Use the Software for any illegal purpose or in violation of any local, state, national, or international law;
• Use the Software to create a competitive product or service;
• Enable unauthorized third parties to access or use the Software.

3.1 Ownership

The Software is the proprietary property of Licensor and is protected by Singapore copyright law and international treaty provisions. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights.

3.2 Enhancements and Feedback

Any enhancements, modifications, or improvements to the Software that are developed at the request, suggestion, or recommendation of Licensee may or may not be incorporated into future releases of the Software at Licensor's sole discretion. Licensee acknowledges and agrees that Licensor shall own all right, title, and interest, including all intellectual property rights, in and to any such enhancements, modifications, or improvements that are incorporated into the Software, regardless of the source of the suggestion or request for such enhancements. Licensee hereby assigns to Licensor any and all rights, title, and interest in any such enhancements, modifications, or improvements.

3.3 Third-Party Software

The Software may include third-party software components ("Third-Party Software"). Use of such Third-Party Software is subject to the terms and conditions of the applicable third-party license agreements.

4.1 License Fees

Licensee shall pay Licensor the license fees as specified in the applicable order form.

4.2 Payment Terms

Unless otherwise specified in the order form, all fees are due and payable within fourteen (14) days of the invoice date.

4.3 Taxes

All fees are exclusive of taxes, and Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on amounts payable by Licensee.

5.1 Term

This Agreement shall commence on the Effective Date and shall continue for the initial term specified in the applicable order form. For SaaS deployments, this Agreement shall automatically renew for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.2 Termination for Breach

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

5.3 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

5.4 Effect of Termination

Upon termination of this Agreement:

Licensee shall not:

• All licenses granted hereunder shall immediately terminate;
• Licensee shall cease all use of the Software and destroy all copies of the Software in its possession or control;
• Licensee shall pay all outstanding fees due to Licensor;
• Each party shall return or destroy all Confidential Information of the other party in its possession or control.

5.5 Survival

The provisions of Sections 3, 6, 7, 8, 9, 10, and 11 shall survive the termination of this Agreement.

6.1 Limited Warranty

Licensor warrants that the Software will substantially conform to its published specifications for a period of ninety (90) days from the date of delivery.

6.2 Maintenance and Updates

Licensor shall provide maintenance and updates for the Software as follows:

Licensee shall not:

• For SaaS deployments, Licensor shall install all updates automatically during scheduled maintenance windows.
• For on-premises deployments, Licensor shall make updates available to Licensee through a designated portal.
• Licensor shall provide support for each version of the Software for a minimum of [INSERT TIMEFRAME, e.g., 12 months] after the release of a subsequent version.
• Licensor shall provide Licensee with at least 90 days prior notice before discontinuing support for any version of the Software.

6.3 Exclusive Remedy

Licensor's sole obligation and Licensee's exclusive remedy for any breach of the warranty set forth in Section 6.1 shall be, at Licensor's option, either (a) repair or replacement of the Software or (b) refund of the license fees accrued and paid from the date of Notice of breach for the Software.

6.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 6.1, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.1 Exclusion of Consequential Damages

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7.2 Limitation of Liability

LICENSOR'S TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7.3 Disclaimer of Liability for Information Sharing

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE SHARING OF CONFIDENTIAL INFORMATION BY LICENSEE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.4 Accidental or Inappropriate Disclosure

Licensor expressly disclaims all liability related to accidental or inappropriate disclosure of Confidential Information by Licensee using the Software.

8.1 By Licensor

Licensor shall defend, indemnify, and hold Licensee harmless from and against any claim, action, suit, or proceeding brought against Licensee alleging that the Software infringes any patent, copyright, trademark, or trade secret of a third party. Licensor's obligations under this Section 8.1 are contingent upon: (a) Licensee promptly notifying Licensor in writing of the claim; (b) Licensor having sole control of the defense and settlement of the claim; and (c) Licensee providing reasonable assistance to Licensor in the defense and settlement of the claim at Licensor's expense.

If the Software becomes, or in Licensor's opinion is likely to become, the subject of an infringement claim, Licensor may, at its option and expense: (a) Procure for Licensee the right to continue using the Software; (b) Replace or modify the Software so that it becomes non-infringing while maintaining substantially equivalent functionality; or (c) If options (a) and (b) are not commercially reasonable, terminate this Agreement and refund any prepaid fees for the unexpired portion of the term.

Licensor shall have no obligation to indemnify Licensee to the extent the alleged infringement arises from: (a) The combination, operation, or use of the Software with equipment, devices, software, or data not supplied by Licensor; (b) Modification of the Software by anyone other than Licensor; (c) Licensee's use of the Software in a manner inconsistent with the documentation or this Agreement; or (d) Licensee's use of the Software after receiving notice of the alleged or actual infringement.

THE FOREGOING STATES LICENSOR'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

8.2 By Licensee

Licensee shall defend, indemnify, and hold Licensor harmless from and against any claim, action, suit, or proceeding brought against Licensor arising out of or related to: (a) Licensee's use of the Software in violation of this Agreement or applicable law; (b) Any content or data uploaded or used with the Software by Licensee; (c) Licensee's violation of any third-party rights in connection with the use of the Software; or (d) Licensee's sharing of Confidential Information through the Software.

9.1 Definition of Confidential Information

"Confidential Information" means any non-public, proprietary, or sensitive information including, but not limited to, trade secrets, financial data, personal identifying information, protected health information, or any information subject to non-disclosure agreements or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2 No Monitoring Obligation

Licensor does not monitor, review, or control Licensee communications or content shared through the Software, and has no obligation to do so. Licensor expressly disclaims any responsibility to oversee, supervise, or regulate the sharing of information between Licensee or to third parties.

9.3 Licensee Responsibility for Information Sharing

Licensee accepts sole and full responsibility for all information shared or transmitted through the Software. Licensee acknowledges that: (a) Licensor has no visibility into or control over to whom Licensee publishes or shares information; (b) Licensee is solely responsible for verifying the identity and authorization of intended recipients before sharing any Confidential Information; (c) Licensee must independently ensure compliance with any confidentiality obligations to which Licensee is subject.

9.4 Risk Acknowledgment

Licensee expressly acknowledges the inherent risks associated with digital information sharing. Licensee understands and accepts that the Software cannot guarantee prevention of unauthorized access to or sharing of information.

9.5 Protection of Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for purposes of this Agreement.

9.6 Exclusions

The obligations of confidentiality shall not apply to information that: (a) is or becomes public knowledge through no fault of the receiving party; (b) was in the receiving party's possession before receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

10.1 NSFW Content Prohibition

Licensee shall not upload, share, transmit, or otherwise make available through the Software any Not Safe For Work ("NSFW") content, which includes but is not limited to: (a) Sexually explicit or pornographic material; (b) Graphic violence or gore; (c) Explicit or graphic depictions of bodily functions; (d) Content that promotes or glorifies self-harm; (e) Any content that would be inappropriate in a professional workplace environment.

10.2 Content Removal and Account Termination

Licensor reserves the right, but not the obligation, to: (a) Remove any content that violates these terms, including NSFW content, without prior notice; (b) Immediately suspend or terminate Licensee's account for violations of confidentiality provisions or NSFW content prohibitions without prior notice.

11.1 Personal Data

Each party shall comply with all applicable data protection laws, including the Personal Data Protection Act 2012 of Singapore, and where applicable, the General Data Protection Regulation (GDPR) of the European Union and other relevant international data protection regulations.

11.2 Restriction on Personal Data and PII

The Software is not designed for the storage, processing, or transmission of personally identifiable information ("PII") or personal data as defined under applicable privacy laws. Licensee agrees not to upload, store, process, or transmit any PII or personal data using the Software without prior written agreement from Licensor and execution of a separate data processing agreement.

Licensee acknowledges and agrees that Licensor shall have no liability for any damages arising from Licensee's use of the Software to process PII or personal data without such prior written agreement, regardless of whether Licensee has notified Licensor of such intended or actual use. Licensee shall indemnify and hold Licensor harmless from any claims, damages, liabilities, costs, and expenses arising from Licensee's use of the Software to process PII or personal data in violation of this provision.

11.3 Data Residency and Storage

Licensor will store Licensee's data in data centers located in [INSERT REGIONS]. Licensee may select specific data residency options where available as specified in the applicable order form, subject to additional fees.

11.4 Data Security

Licensor implements and maintains appropriate technical, organizational, and physical safeguards designed to protect Licensee data in accordance with industry standards and best practices.

11.5 Data Breach Notification

In the event of a confirmed data breach affecting Licensee's data, Licensor will notify Licensee without undue delay and in any event within 72 hours of becoming aware of such breach. Notification will include the nature of the breach, categories of data affected, and measures taken to address the breach.

11.6 Data Retention and Deletion

Upon termination of this Agreement, Licensor will retain Licensee's data for a period of 30 days after which it will be deleted unless otherwise required by law or requested by Licensee. Licensee may request an export of its data during this retention period subject to applicable fees.

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles.

12.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which 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 (1) arbitrator. The language of the arbitration shall be English.

12.3 Export Controls

Licensee shall comply with all applicable export control laws and regulations, including those of Singapore and other applicable jurisdictions. Licensee shall not export or re-export the Software to any prohibited country, entity, or person for which an export license or other governmental approval is required. Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

12.4 Assignment

Licensee may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Licensor. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.5 Force Majeure

Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.

12.6 Notices

All notices under this Agreement shall be in writing and shall be delivered by hand or sent by registered mail, courier, or email to the addresses set forth in the order form.

12.7 Severability

If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder of this Agreement shall remain in full force and effect.

12.8 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

12.9 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof.

12.10 Amendment

This Agreement may be amended only by a written document signed by both parties. Notwithstanding the foregoing, Licensor reserves the right to modify the terms of this Agreement from time to time by posting a revised version on its website and providing Licensee with at least thirty (30) days prior notice. Licensee's continued use of the Software after the effective date of any such modification shall constitute Licensee's acceptance of the modified Agreement.

12.11 Audit Rights

Licensor reserves the right to audit Licensee's use of the Software for compliance with this Agreement. Such audits shall be conducted during regular business hours with reasonable advance notice to Licensee. If an audit reveals that Licensee has underpaid fees to Licensor, Licensee shall promptly pay such underpaid fees based on Licensor's current price list. If the underpaid fees exceed 5% of the fees paid by Licensee for the audited period, Licensee shall also pay Licensor's reasonable costs of conducting the audit.

12.12 Relationship to Other Agreements

This Agreement may be supplemented by additional terms in the order form, such as pricing and payment terms. In the event of a conflict between this Agreement and the terms of any order form, the terms of the order form shall prevail with respect to that order only. The terms of this Agreement shall prevail over the terms of any purchase order or other business form, and any additional or different terms in any such business form are hereby rejected.