GoNetZero™ SOFTWARE-AS-A-SERVICE TERMS

These GoNetZero™ Software-as-a-Service (SaaS) Terms and Conditions govern Customer’s use of SaaS Services provided by GoNetZero™ and shall apply for any SaaS Agreement with GoNetZero™ that includes these Terms and Conditions by reference.

BY CLICKING ‘I AGREE’ OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS AND CONDITIONS AS MAY BE UPDATED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS AND CONDITIONS ARE LEGALLY BINDING UPON IT.

1. ACCESS AND USE

1.1. Subject to the Customer’s compliance with the terms of this Agreement, for the duration of the Term, GoNetZero™ grants the Customer and Authorised Users a limited, non-exclusive, non-assignable and non-transferable, fully revocable license to access (on a SaaS basis) and use the Services, AI Outputs and Sorting Results, solely for the Customer’s internal purposes and/or such other uses as may be agreed by the Parties in writing. The Customer may only use the Services in accordance with this Agreement and applicable laws.

1.2. During the Term and subject to any service level agreement(s) agreed in writing between the Parties, GoNetZero™ will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, 365 days a year, except for: (a) emergency or planned downtime or maintenance, either by GoNetZero™ or by third-party providers, of which GoNetZero™ will give advance electronic notice, and (b) any unavailability caused by circumstances beyond GoNetZero™’s reasonable control, including Internet service provider failure or delay, third party application, or denial of service attack and Force Majeure Events. GoNetZero™ does not warrant that the SaaS will function without interruption or errors in functioning. GoNetZero™ will not be responsible for any damages or costs incurred by Customer due to unavailability of the SaaS during scheduled or emergency maintenance.

1.3. Except as otherwise set forth in this Agreement, this Agreement does not obligate GoNetZero™ to provide training, onboarding, implementation, troubleshooting, winding down, bug-fixing or other customer services. Any customer support provided shall be outlined in a separate support agreement or service level agreement that is mutually agreed upon in writing.

1.4. Customer shall designate at least one Authorized User to act as Customer’s principal point of contact with Provider for purposes of this Agreement. The Customer is responsible for ensuring that all Authorised Users are aware of and comply with the terms if this Agreement.

1.5. Customer is responsible for all login credentials, including usernames and passwords, and GoNetZero™ shall not be liable for any damages or losses that may occur as a result of Customer’s failure, or the failure of Authorized Users, to maintain the confidentiality of their login credentials. Authorized Users are not permitted to share or use the same login credentials to the Services. GoNetZero™ reserves the right to refuse registration of or cancel passwords it deems inappropriate.

1.6. Customer acknowledges and agrees that, as between Customer and GoNetZero™, Customer shall be responsible for all acts and omissions of Authorized Users, including any act or omission by an Authorized User, which, if undertaken by Customer, would constitute a breach of this Agreement and any act by a person (whether or not an Authorized User) using Customer’s Access Protocols. Customer shall undertake reasonable efforts to prevent unauthorised access and make all Authorized Users aware of the provisions of this Agreement that are applicable to their use of the SaaS and shall cause them to comply with such provisions. Unauthorized access or use of the SaaS must be immediately reported to GoNetZero™.

1.7. The SaaS may enable Authorized Users to search for, find, store, manage and use Content of interest that is provided or made accessible through the SaaS. Customer acknowledges that GoNetZero™ does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, reliability or other attributes of any Content, nor does GoNetZero™ review or attempt to verify the accuracy or currency of any Content other than Provider Content. As between Customer and GoNetZero™, Customer is solely responsible for (i) determining the suitability of any Content for its intended use by Customer, and (ii) as necessary for its intended use, verifying the authenticity, integrity, and accuracy of the submitted, posted or displayed by Authorized Users prior to using it. GoNetZero™ has no obligation to preview, verify, flag, modify, filter or remove any Content other than Provider Content. GoNetZero™ may remove or disable access to any Content at its sole discretion, but is not responsible for any failures or delays in removing or disabling access to any Content unless otherwise provided herein, including Content that may be considered harmful, inaccurate, unlawful or otherwise objectionable. GoNetZero™ may provide general information about the AI Document Sorting Functionality’s operation and efforts to mitigate bias or errors but does not guarantee that Sorting Results will be free from bias or errors.

1.8. Without the prior written consent of GoNetZero™, the Customer may not, and will ensure that Authorized Users do not, directly or indirectly (i) modify, copy, or create derivative works of any Provider Content or Service or any part, feature, function or user interface thereof except as expressly permitted in this Agreement; (ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, rent, time share or share the Customer’s rights under this Agreement with any third party or include any Service or Provider Content in a service bureau or outsourcing offering; (iii) use any “open source” or “copyleft software” in a manner that would require GoNetZero™ to disclose the source code of the SaaS to any third party; (iv) attempt to gain unauthorized access to any Service or Provider Content or its related systems or networks; (v) disassemble, decompile, reverse engineer or attempt to discover the SaaS’s source code or underlying algorithms; (vi) use the Services in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vii) remove or alter any trademarks or other proprietary notices related to the SaaS; (viii) circumvent, disable or otherwise interfere with security-related features of the SaaS or features that prevent or restrict use, access to, or copying the SaaS or any Provider Content or other data, or that enforce limitations on use of the SaaS or Content; (ix) build a product or service using similar ideas, features, functions or graphics of the Service or copy any ideas, features, functions or graphics of the Service or Provider Content; (x) export, make available or use the Services in any manner prohibited by applicable laws (including without limitation export control laws); (xi) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein and/or (xii) transmit any Malicious Code or other unlawful material in connection with the Services.

1.9. GoNetZero™ may at any time suspend any use of the Services and/or remove or disable any Content as to which GoNetZero™ reasonably and in good faith believes is in violation of this Agreement. GoNetZero™ agrees to provide Customer with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Services or any third party, in which case GoNetZero™ will notify Customer to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter. GoNetZero™ may also modify, update, or add AI Functionality or AI Document Sorting Functionality at its sole discretion without prior notice or Customer consent.

1.10. Customer hereby agrees to indemnify and hold harmless GoNetZero™ and its Affiliates against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this Agreement or otherwise from Customer’s use of Services or any Content (including but not limited to Content Customer uses in conjunction with the Services). Although GoNetZero™ has no obligation to monitor Customer’s use of the Services, GoNetZero™ may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.

2. DATA

2.1. The SaaS, AI Functionality, AI Document Sorting Functionality and Provider Content and/or any copies thereof, including without limitation any underlying algorithms, models, software, derivative works made, as well as any enhancements, improvements, corrections, modifications, alterations, revisions, extensions and updates thereto, shall remain GoNetZero™’s sole and exclusive property. All right, title and interest (including all intellectual property rights) evidenced by or embodied in and/or attached/connected/related to the SaaS, AI Functionality, AI Document Sorting Functionality and Provider Content and any derivatives thereof and modifications thereto, are and shall be owned solely and exclusively by GoNetZero™. This Agreement does not convey to the Customer any interest in or to the SaaS and Provider Content other than a limited right to use the SaaS and Provider Content in accordance with this Agreement. Nothing herein constitutes a waiver of GoNetZero™’s intellectual property rights under any law. GoNetZero™ reserves all rights not expressly granted herein to the SaaS and Provider Content.

2.2. As between GoNetZero™ and Customer, Customer shall be and remain the sole owner of all User Content. Customer hereby grants GoNetZero™ and its Affiliates a worldwide, non-exclusive, non-transferable, royalty-free right and license to access, use, modify, host, copy, display, process, transmit, and deliver the User Content as necessary or convenient for GoNetZero™ to comply with its obligations and exercise its rights under this Agreement.

2.3. If the Customer contacts GoNetZero™ with feedback data (whether orally or in writing) (e.g., questions, comments, feedback data, reports, suggestions or the like) regarding the Services (“Feedback”), such Feedback shall be deemed the exclusive property of GoNetZero™, and the Customer hereby irrevocably transfers and assigns to GoNetZero™ all intellectual property rights to the Feedback and waives any and all moral rights or economic rights that the Customer may have with respect thereto. It is further understood that use of Feedback, if any, may be made by GoNetZero™ at its sole discretion, and that GoNetZero™ is not obliged to make use of the Feedback. Customer also grants GoNetZero™ a worldwide, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, modify, and analyze Customer Data, including AI inputs, AI Outputs and Sorting Results, for any purpose related to operating, maintaining, and improving the AI Functionality, AI Document Sorting Functionality and services, including training and enhancing AI models, without further consent or compensation to Customer.

2.4. Any anonymous information, which is derived from the use of the SaaS (i.e., metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used for providing the service, for development, and/or for statistical purposes. Such Analytics Information is GoNetZero™'s exclusive property.

3. THIRD-PARTY APPLICATIONS, PRODUCTS AND SERVICES

3.1. GoNetZero™ or third parties may make available third-party products or services, including, third party applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any third-party provider, in connection with such product or services is solely between Customer and the applicable third-party provider. GoNetZero™ does not warrant any third-party applications or other third-party products or services, whether or not they are designated by GoNetZero™ as “certified” or otherwise, unless expressly provided otherwise in writing. GoNetZero™ is not responsible for any disclosure, modification or deletion of Customer data resulting from access by such third-party application, products or services or third-party provider.

3.2. The Services may contain features designed to interoperate with third-party application, products or services. GoNetZero™ cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a third-party application, products or services ceases to make the third-party application, product or service available for interoperation with the corresponding Service features in a manner acceptable to GoNetZero™.

3.3. In addition, from time to time, certain additional functionality may be offered by GoNetZero™ to Customer, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by Customer in connection with such additional functionality. Customer’s use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this Agreement.

3.4. The SaaS may use or include third party open-source software, files, libraries or components that may be distributed to the Customer and are subject to third party open-source license terms which can be provided upon request. If there is a conflict between any open-source license and the terms of this Agreement, then the open-source license terms shall prevail but solely in connection with the related third party open source software.

4. GENERAL PERFORMANCE OBLIGATIONS

4.1. Other than as expressly provided under this Agreement, all fees for the Services are due in full upon commencement of the Term and all invoices shall be paid within ten (10) days after the receipt of such invoice. All payments shall be free of any expenses (including any applicable bank charges) and without any withholdings and deductions unless required by any applicable laws. In the event any withholding or deduction is required by applicable laws, the amount payable by the Customer shall be increased by such amount as may be necessary, such that the amount received by GoNetZero™ is equal to the amount which would have been due to GoNetZero™ in the absence of any such withholding or deduction. Payment shall be remitted by bank transfer and unless otherwise agreed, shall be made in SGD.

4.2. If the Customer fails to make any payment due under this Agreement by the due date for payment, then, without limiting GoNetZero™’s remedies, the Customer shall pay interest on the overdue amount at the rate of 5% above SOBR. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Customer shall also be responsible for any costs incurred by GoNetZero™ in collecting the overdue amount, including any interest and reasonable legal fees together with the overdue amount.

4.3. All payments made for the subscription to the Service are non-refundable. No refunds will be provided for any reason, including but not limited to dissatisfaction with the Services, early cancellation, or service interruptions.

4.4. The Customer shall not, without GoNetZero™’s prior written consent in each instance: (a) use the name or any other identifier of GoNetZero™ (or any of its Affiliates); or (b) refer to or identify GoNetZero™ (or any of its Affiliates) in any publicity releases or promotional or marketing materials. GoNetZero™ reserves the right to revoke this consent at any time.

4.5. If the Customer provides GoNetZero™ with objects, rights or information, the Customer warrants to GoNetZero™ that it has all industrial property rights, exploitation rights, copyrights and ancillary copyrights and the corresponding rights of use required for the intended use, and that no rights of third parties are infringed by the use. The Customer alone shall be fully liable for the infringement of any third-party rights. In the event of claims against GoNetZero™ due to infringement of such third-party rights, the Customer shall indemnify GoNetZero™ in full against such third-party claims, reimburse GoNetZero™ for all costs of legal defence, and compensate GoNetZero™ for any further damage resulting from the claim.

4.6. Customer shall be responsible for obtaining, maintaining and securing any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. The Customer shall promptly notify GoNetZero™ of any unauthorised access or use of the Services.

4.7. GoNetZero™ may identify Customer, by name and by logo, as a customer of the Services and may describe briefly, and in general terms, the nature of the services provided by GoNetZero™ to Customer on GoNetZero™’s website and other marketing materials. GoNetZero™ may develop a case study for public dissemination and marketing use by GoNetZero™ describing the benefits Customer has derived from the Services. Customer will reasonably cooperate with such a case study. Publishing shall be subject to Customer’s prior written approval, not to be unreasonably withheld. The Customer grants to GoNetZero™ a non-exclusive, royalty-free license to use the Customer’s name and logo for such purposes.

5. TERM AND TERMINATION

5.0. Please refer to your invoice or account portal for the term of your subscription. The subscription is for a fixed term of one (1) year and will not automatically renew at the end of the term. You must manually renew your subscription if you wish to continue using the Service after the initial term.

5.1. Customer’s unauthorised use of the SaaS or otherwise failure to comply with the terms of this Agreement shall give GoNetZero™ the right to immediately terminate this Agreement upon written notice by GoNetZero™ to Customer.

5.2. Either Party may terminate this Agreement if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

5.3. Upon expiration or termination, the Customer shall (i) immediately cease access to and use of the SaaS and Services; (ii) return to GoNetZero™ any and all of GoNetZero™’s Confidential Information then in its possession, and all rights granted under this Agreement will become void.

5.4. Upon any termination, GoNetZero™ may, but is not obligated to, delete stored Customer data without affecting any of GoNetZero™’s rights to the Analytics Information. GoNetZero™ may maintain reports and local documentation produced by GoNetZero™ as part of the Services (including any Customer data contained therein) as required to comply with its legal or regulatory obligations, including under tax and security laws, in each local jurisdiction.

5.5. If this Agreement is terminated by Customer pursuant to Section 5.2, any pre-paid fees for the unused portion of the terminated Term will be refunded to Customer. In all other cases, all fees paid or payable for the terminated Term are non-cancellable and non-refundable, and any unpaid fees for the remainder of the terminated Term will become immediately due and payable.

5.6. The termination of this Agreement shall not limit GoNetZero™ from pursuing any other remedies available to it under applicable law. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability and any obligations related to data handling.

6. CONFIDENTIAL INFORMATION

6.1. Each Party shall (a) protect the other Party’s confidential information from unauthorised disclosure; (b) only use such information for the purpose of this Agreement; (c) not disclose such information or any details thereto to any third party except with the written consent of the other Party; and (d) not reverse engineer any confidential information. For the avoidance of doubt, confidential information shall include software, this Agreement, and any information relating to one Party’s business, sales, pricing, and suppliers.

6.2. If requested in writing by a Party (Disclosing Party), the other Party (Receiving Party) shall (to the extent technically practicable) destroy all Confidential Information supplied to it by the Disclosing Party together with all copies of Confidential Information made by the Receiving Party and shall use all reasonable endeavours to ensure that any person to whom the Receiving Party has supplied any Confidential Information destroys (to the extent technically practicable) such Confidential Information and any copies made by them. Notwithstanding the foregoing, the Receiving Party shall be allowed to keep copies of the Confidential Information solely for purpose of fulfilling its obligations under law or regulation, and copies of any computer records and files containing any Confidential Information which have been created pursuant to its automatic back-up procedures where it is not reasonably practicable to destroy the same, provided further that all such information retained shall continue to be subject to the confidentiality obligations hereunder.

6.3.In the event that the Receiving Party becomes compelled (pursuant to any applicable law or governmental requirement, order, decree, regulation, rule or directive or pursuant to a court order or the stock exchange requirement) to disclose any part of the Confidential Information, the Receiving Party shall promptly (and, in any event, before complying with any such requirement) notify the Disclosing Party in writing of the same and of the action which is proposed to be taken in response. In such event, the Receiving Party shall take full account of any reasonable representations of the Disclosing Party, whether concerning resistance to the requirement or the form, manner or extent of disclosure, and the Receiving Party shall only disclose such information to the extent that the Receiving Party is advised by written opinion of its legal advisers that they are so compelled to disclose (with copies of such written opinion to be given to the Disclosing Party). The Receiving Party shall exercise its reasonable efforts to ensure that, to the maximum extent possible in the circumstances, confidential treatment will be accorded to such information.

7. PERSONAL DATA PROTECTION

7.1. The Parties shall comply with all Applicable Data Protection Legislation including the Personal Data Protection Act 2012 (“PDPA”) and all subsidiary legislation related thereto, as may be amended from time to time with regard to any and all personal data (as defined in the PDPA) that it receives from the other Party.

7.2. Details regarding the handling of personal data are set out in Schedule A.

8. LIMITATION OF LIABILITY

8.1. To the extent permitted by law, the Services and any reports or other output, including without limitation AI Outputs and Sorting Results, which may be provided to the Customer hereunder are provided “as is” and “as available” without warranty of any kind for internal evaluation purposes only. GoNetZero™ disclaims all warranties, either express or implied, including but not limited to implied warranties of accuracy, reliability, completeness, freedom from error, merchantability, fitness for a particular purpose, title and non-infringement, with respect to the Services, any reports or other output, including without limitation AI Outputs and Sorting Results, which may be provided to the Customer hereunder and any related materials, software and/or documentation. Customer is solely responsible for verifying the accuracy and appropriateness of AI Outputs and Sorting Results before use, and assumes all risks associated with their use. GoNetZero™ disclaims all liability arising from Customer’s use of AI Outputs or Sorting Results.

8.2. To the extent permitted by law, GoNetZero™ will have no liability to Customer for any third party claim against Customer that arises out of: (a) any unauthorized use, reproduction, or distribution of the Services by Customer; (b) use of the Services in combination with any other software or equipment not supported by GoNetZero™; or (c) any modification or alteration of the Services by anyone other than GoNetZero™ without the written approval of GoNetZero™. In the event of a Claim Against Customer pursuant to this Section 8.2, GoNetZero™ may (at GoNetZero™’s option and expense): (i) obtain for Customer the right to continue using the Service; (ii) modify the Service to make it non-infringing; or (iii) if subsections (i) and (ii) are not commercially viable (as determined by GoNetZero™ in its sole discretion), terminate this Agreement and refund Customer on a pro-rated basis any Fees pre-paid to GoNetZero™ for the corresponding unused period of the Service.

8.3. Neither Party shall have any liability to the other Party, whether in contract, tort, breach of statutory duty, or otherwise, for any loss of income, loss of profits or loss of contracts, or for any indirect, special or consequential loss or damage of any kind, arising under or in connection with this Agreement.

8.4. GoNetZero™’s total liability to the Customer under this Agreement, whether in contract, tort, breach of statutory duty, or otherwise, whether or not GoNetZero™ or any related party has been advised of the possibility of such damages, arising under or in connection with this Agreement shall not exceed the total fees payable under this Agreement during the twelve (12) months prior to the date of event(s) giving rise to the claim.

9. ANTI-BRIBERY & CORRUPTION AND SANCTIONS

9.1. Each Party represents, warrants and undertakes that, in connection with this Agreement: It shall observe and comply with all Anti-Bribery & Corruption Laws in the performance of this Agreement; without prejudice to the generality of the Clause 9.1(a), neither it nor its Affiliates, directors, employees, agents, contractors and subcontractors have, in connection with this Agreement, requested, made, offered or authorized or will request for, make, offer or authorize any payment, gift, promise or other advantage, whether directly or through any other third party, to or for the use or benefit of any Official or any person where such payment, gift, promise or other advantage would: (i) comprise a facilitation payment; (ii) induce or reward for doing or forbearing to do or for having done or foreborne to do any act in relation to this Agreement or showing or forbearing to show favour or disfavour to any person in relation to this Agreement; and/or (iii) violate any Anti-Bribery & Corruption Laws.

9.2. Each Party undertakes to immediately notify the other Party if in connection with this Agreement it receives or becomes aware of any request from an Official, or any person asking for, receiving or attempting to obtain gratification or financial or other advantage for themselves, or any other person(s) including without limitation those mentioned in Clause 9.1(b). In this regard, the Customer shall notify GoNetZero™ of any instances of non-compliance that it encounters (fraud, bribery, or any other illegal acts) through any one of the following channels: Sembcorp’s whistleblowing portal or email to [email protected] or call the whistleblowing hotline at (65) 6723 3220.

9.3. Each Party represents, warrants and undertakes that at all times, it, its Affiliates and their respective directors, employees, agents, contractors and subcontractors have not and will not engage in any activities that may contravene any Applicable Sanctions and/or any Anti-Money Laundering Law.

9.4.In the event that there is a breach or non-compliance by a Party (“Infringing Party”) of any of the representations, warranties, and undertakings in this Clause 9 in respect of this Agreement, the other Party (“Non-Infringing Party”) may either immediately terminate this Agreement or otherwise suspend this Agreement until such time as it has received confirmation to its satisfaction that no breach or non-compliance has occurred or will occur.

9.5. The Non-Infringing Party shall not be liable to the Infringing Party for any claims, losses or damages whatsoever related to its decision to terminate and/or suspend this Agreement due to the Infringing Party’s non-compliance with this Clause 9. Further, in the event of a breach or non-compliance of this Clause 9, the Infringing Party shall indemnify, defend, and hold harmless the Non-Infringing Party and its Affiliates from and against any and all losses, damages, claims, expenses (including legal costs), fine and penalties arising out of the Infringing Party's representations being untrue or arising out of the Infringing Party's breach of any of its representations, warranties or undertakings in this Clause 9.

9.6. For the purposes of this Clause 9:

"Anti-Bribery & Corruption Laws" means all laws, rules, regulations and orders of any governmental authority or jurisdiction applicable to a Party or its business, as may be amended, supplemented and/or modified from time to time, that prohibit the conferring, offering or promising of any gift, payment or other benefit, directly or indirectly, on any person or any entity, or otherwise relate to the prevention of, corruption and/or the bribery in any manner or form, whether in relation to the providing of facilitation payment or other benefits to, any Official and/or any Close Associates of the same, or otherwise.

Anti-Money Laundering Law” means all laws, rules, regulations and orders of any Governmental Authority or jurisdiction applicable to a Party or its business, as may be amended, supplemented and/or modified from time to time, that relate to money laundering and terrorist financing activities (including financial recordkeeping and reporting requirements).

"Applicable Sanctions" means any:

1. economic, financial or other sanctions;
2. trade or other controls;
3. embargoes;
4. international boycotts or equivalent restrictive measures; and/or
5. export / import control laws and regulations;

as may be amended, supplemented and/or modified from time to time, imposed, administered, enacted or enforced by any governmental authority, organization and/or jurisdiction applicable to a Party or to its business.

“Close Associate”, in relation to any Official, means an individual who is known to be closely connected to the Official, either socially or professionally, such as, but not limited to:

1. a partner of the Official;
2. a family member of the Official;
3. an employee or employer of the Official;
4. a person accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Official;
5. a person whose directions, instructions or wishes the Official is accustomed or under an obligation, whether formal or informal, to act in accordance with;

"Official" means:

1. any officer or employee of any governmental authority or any department, agency or instrumentality thereof, or any Person acting in an official capacity on behalf of any such governmental authority, department, agency or instrumentality;
2. any political party;
3. any official of a political party;
4. any candidate for political office; or
5. any officer or employee of
   1. any government that is in the jurisdiction applicable to a Party or its business, or as defined by law who exercises a public function; or
   2. a public international organization whose members are countries or territories or governments of the countries or territories such as the United Nations or other public international organizations or a mixture of any of the above.

10. OTHERS

10.1. No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other exercise thereof or the exercise of any other right, power or privilege hereunder.

10.2. Neither Party may assign or transfer its rights or obligations contained in this Agreement or any interest therein without the prior written consent of the other Party.

10.3. This Agreement shall be governed by and construed in all respects according to the laws of the Republic of Singapore and the Parties hereto agree to submit to the exclusive jurisdiction of the courts of Singapore.

10.4. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of this Agreement.

10.5. If any provision of this Agreement is held by a court to be illegal, void, prohibited or unenforceable, such provision shall be ineffective to the extent of such illegality, voidances, prohibition or enforceability without invalidating the remaining provisions thereof and any such illegality, voidances, prohibition or unenforceability shall not invalidate or render illegal, void or unenforceable any other term, condition, stipulation, provision, covenant or undertaking herein contained.

10.6. This Agreement comprises the full and complete agreement of the Parties hereto as at the date hereof with respect to the disclosure of Confidential Information and supersedes and cancels all prior communications, understandings and agreements between the Parties hereto, whether written or oral, expressed or implied.

10.7. GoNetZero™ reserves the right to update or modify these Terms and Conditions in its reasonable discretion from time to time as its business evolves by posting an updated version of these Terms and Conditions on its website or on the Service. If, in GoNetZero™’s sole discretion, it believes that the modifications being made are material, GoNetZero™ will notify Customer and Authorised Users prior to the change taking effect. Customer shall be responsible for regularly reviewing these Terms and Conditions as updated from time to time. By continuing to utilize the Services after the effective date of any update to these Terms and Conditions, Customer and Authorised User(s) will be deemed to have accepted such update.

11. DEFINITIONS

“Access Protocols” means the necessary access credentials and protocols provided to the Customer to allow Authorized Users to access the SaaS.

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means the agreement entered into between GoNetZero™ and the Customer for provision of SaaS Services and shall include these Terms and Conditions.

“AI Document Sorting Functionality” means the artificial intelligence and machine learning features provided by GoNetZero™ that automatically classify, categorize, or organize Customer’s documents or data within the SaaS platform.

“AI Functionality” means any artificial intelligence, machine learning, natural language processing, or automated decision-making features or services provided by GoNetZero™ as part of the Services.

“AI Outputs” means the results, responses, or content generated by AI Functionality based on Customer Data.

"Applicable Data Protection Legislation” means all data protection and privacy legislation in force from time to time which are applicable to the scope of works to be performed by GoNetZero, including but not limited to the Personal Data Protection Act 2012 of Singapore, or any data protection laws, rules, regulation and orders which are applicable to Sembcorp Industries Ltd’s or its Affiliates’ businesses (each wherever located).

“Authorized User(s)” means end users of Customer who been supplied user identifications and passwords or other access credentials from GoNetZero™ or Customer authorizing them to access and use the SaaS.

“User(s)” means end users of Customer including Authorised Users.

“Content” means any data, media, information and/or other type or form of content displayed, distributed or otherwise made available to a Party through or in connection with the SaaS or other Services, including content owned, originated or controlled by GoNetZero™ that is made accessible to Customer via the SaaS or other Services (“Provider Content”) and content submitted, posted or displayed by Authorized Users of the SaaS (“User Content”).

“Customer” means the individual or entity represented by the individual(s) entering into this Agreement with GoNetZero™ and includes Customer’s Affiliates (if any) that are expressly identified by the Parties in writing.

“Customer Data” means electronic data and information, inputs, prompts or content submitted by or for Customer or by Customer’s personnel or by third parties on Customer’s behalf, in connection with the Services for processing, transmission, and/or storage.

“Customer Documents” means all documents, files, and data uploaded or otherwise provided by Customer for processing by the AI Document Sorting Functionality.

“Cybersecurity Act” refers to the Cybersecurity Act 2018 of Singapore;

“Data Subject”, “Personal Data”, “Data Processor”, “Data Controller”, “Processing”, “Sensitive Personal Data” and “appropriate technical and organisational measures” shall bear the meanings given to those terms respectively in the Applicable Data Protection Legislation.

“Force Majeure” means an event or circumstances beyond the control of the affected Party that could not, after using all reasonable efforts, be avoided or overcome and which makes it impossible for the affected Party to perform its obligations under this Agreement.

“GoNetZero™” means Go Net Zero Pte. Ltd. (UEN: 201936517K), a company incorporated in Singapore and more particularly described in its signature block.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system.

“Services” means GoNetZero™’s proprietary web-based software-as-a-service platform and related services made available for use by Customer under this Agreement, including its technology components, such as GoNetZero™’s Web Site, AI Functionality, AI Document Sorting Functionality and related documentation.

“Sorting Results” means the classification, categorization, or organization outputs generated by the AI Document Sorting Functionality based on Customer Documents.

“Term” means the period specified in the Agreement or agreed in writing by the Parties during which Customer is permitted to access and use the SaaS and receive Services.