Terms of Use

Smarten Spaces Pte Ltd is the owner and operator of the proprietary Jumpree software, mobile application and dashboard, which includes Jumpree WorkSafe, Jumpree FlexWork and all other software, products and features through which the Services are provided (and all upgrades, updates and enhancements thereto) and such content, services, features and functions as Smarten Spaces may offer in connection therewith from time to time. These Terms of Use set out the terms and govern the Customer’s subscription and use of the Services (defined below) provided by Smarten Spaces Pte Ltd and/or its subsidiaries, affiliates and related companies (“Smarten Spaces”). These Terms govern any previously executed and active Order Forms or such other documents which have been signed by the Customer. These Terms, the Customer Order Form, a Purchase Order (where applicable), Statement of Work and any other supplemental document (collectively “Order Form”) and the incorporated terms therein shall form the entire agreement and complete understanding between Smarten Spaces and Customer on the subject matter (“Agreement”).

Country-specific provisions may apply to Customer in relation to the Services which may supplement, replace or vary the Terms.

1. DEFINITIONS

1.1 For the purposes of these Terms, the term “Services” shall mean (a) the Jumpree or Smarten Spaces smart building management software and dashboard (“Software”), (b) the related services (which includes processing, maintenance, and software updates) that are provided by Smarten Spaces to Customer as further described below (“Add-on Support”), (c) the Jumpree or Smarten Spaces mobile application (“App”) that may be accessed by Customer’s Users upon Customer’s invitation and all other software, products and features which are provided (and all upgrades, updates and enhancements thereto) and such content, services, features and functions as Smarten Spaces may offer in connection therewith from time to time.

1.2 The term "Customer” shall mean or refer to a customer who has registered and subscribed to use the Services as indicated in the Order Form. The term “User” shall mean any person who has been invited, offered and/or granted access by Customer, or through their connection to Customer, to use the Services. You are solely responsible for procuring and ensuring the compliance of all Users with these Terms.

2. ORDER FORM AND PURCHASE ORDER

2.1 By signing and submitting the Order Form, Customer agrees to subscribe for the Services indicated in the Order Form in accordance with the Terms. Where a Customer has purchased Services pursuant to a Statement of Work, and where the Customer requires the issuance of a of Purchase Order (“PO”) to Smarten Spaces, the PO shall: (a) be issued by the Customer or its authorised representative; (b) specify the Services being ordered; (c) specify the price of the Services being ordered, calculated on the basis of the Fees specified in the Order Form and/or Statement of Work; (d) specify the GST payable; and (e) be issued no later than seven (7) days of signing the Order Form, failing which, Customer acknowledges that Smarten Spaces shall not be liable for any delays in timelines. Any delay in the issuance of a Purchase Order, shall not prevent or delay Smarten Spaces from raising an invoice as in accordance with the Statement of Work.

2.2 Smarten Spaces may amend these Terms from time to time and Customer agree to be bound by the revised Terms as and when they are amended. It is Customer’s sole responsibility to read the Terms regularly. By continuing to use the Services Customer are indicating that Customer have agreed to be bound by the Terms. You are encouraged to revisit the Terms regularly.

3. DESCRIPTION OF SERVICES

3.1 Smarten Spaces will provide the Services to as agreed in the Order Form.

3.2 The Services Smarten Spaces offer include but are not limited to:

3.2.1 Visitor Management Solution (VMS) The VMS will be enhanced with the provision of a health declaration form for visitors entering the premises owned and maintained by Smarten Spaces and managed under the Software. A Non-Disclosure agreement and Health Declaration Form can also be provided to visitors through the VMS for them to sign before entering the Customer’s premises.

3.2.2 Service Requests Users can use the ‘Service Requests’ function on the App to raise a real-time request for amenities and services, such as hand sanitizer, face masks and other essentials.

3.2.3 FAQs The FAQs will allow Customer to address some commonly asked questions from Customer’s Users.

3.2.4 Community Posts (i) Users can post information, news, latest updates and questions through the Community channel. Smarten Spaces strive to create dialogue with Users and encourage Customer to share only content from official news websites on the Community channel (“Community Posts”). (ii) Smarten Spaces may use efforts to check that Community Posts comply with acceptable use standards, but Smarten Spaces are not obligated in any way to monitor any Community Posts. It is Customer’s responsibility to monitor and track Customer’s Community Posts. Smarten Spaces expressly exclude Smarten Spaces’ liability for any loss or damage arising from the use of the Community Posts. You are solely responsible for any activity on Community Posts. If in Smarten Spaces’ opinion Customer or Customer’s User makes use of the Community in breach of these standards and guidelines, Smarten Spaces reserve the right to remove, or to disable access to, any Community Posts, and to terminate, suspend or change the conditions of Customer’s and/or their access to the Community Posts without prior warning. Smarten Spaces also reserve the right to bring legal proceedings against Customer or any User for a breach of the use of the Community Posts, or take such other action as Smarten Spaces reasonably deem appropriate. Smarten Spaces may stop, or suspend the access and availability of Community Posts at any time.

3.2.5 Hotline

(i) Where available, Users may dial in to the Hotline for questions and concerns. This feature enables Users to request for support within the Customer’s premises only. PLEASE NOTE THAT the Hotline is not a replacement for local medical, safety and security authorities. Users of their own volition shall choose to contact the Company’s security services or the local authorities and shall be solely responsible in doing so. (ii)In no event shall Smarten Spaces and its subsidiaries, its officers and employees be liable for any liability, loss, injury or risk (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits or damages) which is incurred or suffered as a direct or indirect result of the use of any of the material, advice, guidance or Services.

3.2.6 Bulletin Board The Bulletin Board feature will allow the Customer to issue company notices and circulars, post company news and announcements and provide the latest information to Users about the Company. It allows Customer to share useful information and material with Customer’s Users, and foster a greater sense of community and engagement.

3.2.7 Service Offering Features and functionalities made available on and through the Services include those described above and in further detail through the Services. However, Smarten Spaces reserve the right to change any feature, component, content or offering of the Services at any time, for any reason, and Smarten Spaces do not guarantee that any specific content, component and/or feature will always be available on or through the Services, provided always that any such changes which deviate from the executed Order Form between Smarten Spaces shall be subject to the mutual agreement of Parties.

4. LICENSE / RIGHT TO USE THE SERVICES

4.1 Smarten Spaces grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely to: (a) to the extent required for the business of the Customer (b) to provide a tool of communication and Services between Customer and Customer’s Users for a limited period of time (the “License ”), and (c) to use the App, all of which shall be hosted on Smarten Spaces’ interface. Without limiting the generality of the foregoing, in no event shall Customer have the right to sub-license or provide access to the Services, including the Software and App, or any space management services contained therein to any third parties (including Customer’s clients). No license, express or implied, is granted to Customer for any of Smarten Spaces’ intellectual property, including Smarten Spaces’ trade name and trade marks under this License. You may access and use the Services only upon accepting these Terms and Smarten Spaces’ Privacy Policy.

5. PAYMENT AND FEES

5.1 Customer shall pay the fee for the Services as indicated in the Order Form (“Fees”), in accordance with these Terms, the payment terms, commercial terms and any such supplemental terms and conditions as indicated therein. Except as otherwise stated, purchases are non-cancellable and non-refundable during the Minimum Term.

5.2 Customer shall pay all applicable taxes including GST, VAT or such other taxes required by applicable law.

5.3 Invoices issued by Smarten Spaces shall be payable by the Customer within thirty (30) days from the date of the applicable invoice.

5.4 Any delay in payment of invoices shall be subject to a penalty fee of USD100 per invoice and accrue interest at the rate of one percent (1%) per month from the due date until date of receipt of payment by Customer.

6. CUSTOMER ACCOUNT

6.1 To access and use the Services, Smarten Spaces will set up an account (“Account”) for Customer, by providing login details for that Account on an agreed date. It is Customer’s responsibility to provide accurate and complete information and keep the Account information updated.

6.2 The Customer shall be solely responsible for the activity that occurs on Customer’s Account. You must keep Customer’s login details, including all passwords and credentials confidential. You must use all reasonable endeavours to ensure that no unauthorised person accesses the Services or uses Customer’s Account. You must immediately inform Smarten Spaces if there are indications or if Customer reasonably suspect that any third party is using Customer’s Account. Smarten Spaces will not be liable for Your losses caused by an authorised use of Customer’s Account and You shall be solely liable for losses due to such unauthorised used.

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8. CUSTOMER AND USER INFORMATION

8.1 You agree, and will procure that Customer’s Users agree, to provide Smarten Spaces with a non-exclusive licence to collect, use, store , copy and otherwise use any information provided by Customer and the Users, in order for Smarten Spaces to provide the Services to Customer and the Users.

8.2 In providing Smarten Spaces with any information, Customer represent and warrant that Customer will procure a warranty from Customer’s Users, that the information, and its use by Smarten Spaces in accordance with the terms of this Agreement, will not: (i) breach any laws, statutes, regulations or legally-binding codes; or (ii) infringe any person's intellectual property rights or other legal rights; or (iii) give rise to any cause of action against Smarten Spaces or Customer or any third party.

8.3 You agree that information provided by Customer may be disclosed by Smarten Spaces to Smarten Spaces’ officers, employees, agents, insurers and professional advisers. You acknowledge and agree that metadata is not personal data, and that any and all metadata that is generated from the use of the Services by Customer and the Users may be used by Smarten Spaces to provide the Services to Customer and for any other purposes that Smarten Spaces may determine. Such purposes may include, but will not be limited to, making the Services functional and usable, improving the performance of the Services, making additions or modifications to existing Services, improving Customer and User experience, identifying and correcting errors and bugs in the Services, and verifying Customer’s compliance with the terms of this agreement.

9.PROFESSIONAL SERVICES

9.1 To the extent that training services, implementation services, or other professional services are listed in the Order Form, Smarten Spaces will perform such services in accordance with this Agreement. Following execution of the Order Form, Parties shall also execute a statement of work (“SOW”) describing each Party’s obligations, customer dependencies, timelines and deliverables (if applicable) (“Professional Services”). The SOW, when duly executed, will be incorporated into and subject to this Agreement.

9.2 Some parts of the Professional Services may require the integration and/or integration of hardware devices and/or third party services (collectively “Third Party Hardware and Services”). Where required, Customer agrees to: (i) grant Smarten Spaces access to any such premises of the Customer to identify, diagnose and determine the requirement of Third Party Services; (ii) shall provide Smarten Spaces with access to such Third Party Hardware and Services to the extent necessary for the Services to be provided; (iii) provide adequate access to Smarten Spaces (and such of its employees, agents, contractors, sub-contractors and third party service providers) to such premises as required for the purposes of conducting tests to ensure the proper implementation of the Services. In the event Third Party Hardware Services are required to ensure the proper performance of functionality of the Services, the Customer shall purchase such additional or upgraded Third Party Hardware and Services.

9.2 The Customer acknowledges that Smarten Spaces’ ability to provide the Professional Services in accordance with the SOW as agreed to between the Parties may be dependent on Third Party Hardware and Services and Smarten Spaces shall not be responsible for any impact on the functionality, any delay in the implementation of the Services, arising from or as a result of such Third Party Hardware and Services. 9.3 Customers who purchase a White-Label Solution understand and agree that they are required to have an Apple App Store and/or Google PlayStore Developer account (collectively, “App Accounts”) and Customers shall be solely responsible for any fees associated with such App Accounts (“App Accounts Charges”). Smarten Spaces shall in no way be responsible or liable for any App Account Charges.

10. PROVISION OF DOCUMENTS AND TEMPLATES

10.1 As part of the Services, Smarten Spaces may provide the Customer with documents, including legal templates, declaration forms and such other documents which the Customer may access and use as part of the Services (“Documents”).

10.2 The Customer understands that Documents are for general use only and does not in any way constitute a definitive or complete statement of law nor does it purport to constitute legal advice. 10.3 In no way does Smarten Spaces guarantee that: (1) the Documents shall cover all possible situations; or (2) fit all circumstances for the Customer’s use or purposes; or (3) will be legally sound or free from liabilities.

10.4 Where Documents have been developed and/or provided to the Customer, whether with the input the Customer has provided to Smarten Spaces, or whether the Customer has amended, customised or replaced the Documents for use through the Software and/or App, Customer shall be solely responsible for seeking its own legal advice before using the same.

10.5 Smarten Spaces shall not be liable for Documents provided, posted, generated, uploaded, transmitted, published or made available on the Software and/or App for the use of the Customer.

11. ADD-ON SUPPORT

11.1 As part of the Services, Smarten spaces shall provide support and maintenance services (“Add-on Support”).

11.2 The Add-On Support shall only apply to the extent that such issues arise from the Software, App and the part of Services provided by Smarten Spaces. For the avoidance of doubt, Smarten Spaces shall not be responsible or liable for any hardware issues experienced by the Customer or any issues with the Customer’s third party services and solutions (“Third Party Issues”). Customer understands and agrees that such Third Party Issues shall be governed by the Customer’s separate agreement with the relevant third parties.

11.3 For Add-On Support, the Customer may reach out to Smarten Spaces by sending an email to: support@smartenspaces.com.

12. ACCEPTABLE USE OF SERVICES

12.1 You agree that Customer will use the Services for lawful purposes only and comply with all applicable laws and regulations. You agree that Customer will not do anything that may impair the performance or any functionality of the Services or the servers on which the Services are hosted.

12.2 You agree to provide authentic and true information in all instances where any information is requested of Customer. If at any time, the information provided by Customer is found to be false or inaccurate (wholly or partly), Smarten Spaces reserve the right to suspend or terminate Customer’s access to the Services in the future without any prior intimation whatsoever.

12.3 When Customer or the Users access the Services, Customer agree not to, and Customer agree to procure that the Users do not: (i) scrape or attempt to scrape or extract any data, including information provided by third parties or other Users of the Services, (ii) use the Services for any monitoring, benchmarking or throttling or any other purposes that may impair the performance or functionality of the Services, (iii) access or attempt to access any content available on the Services by any means other than through the interface provided by Smarten Spaces.

12.4 You agree not to sub-license Customer’s right, or allow any unauthorised person, to access and use the Services. You must not, and Customer will procure that the Users will not, frame or otherwise re-publish or re-distribute the Services unless specifically allowed by Smarten Spaces. You must not, and Customer will procure that the Users will not, alter or adapt or edit the Software. Neither Customer, nor the Users have the right to access the object code or source code of the Software, the App or any software used to provide the Add-on Support, at any time. 12.5 You agree that while using the Services, Customer will not, and Customer will procure that the Users will not, post, upload, publish, transmit or share any material or information that: (a) belongs to another person and to which Customer do not have any right to; (b) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; (c) harms minors in any way; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (g) impersonates another person; (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (i) threatens the unity, integrity, defence, security or sovereignty of any country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation. In the event, Smarten Spaces receive any court order or notification from a government agency that any information posted by Customer or any User amounts to a breach of this provision, Smarten Spaces will take such steps necessary as required under law to remove or disable access to such information and may suspend or terminate Customer’s access at Smarten Spaces’ sole discretion.

13. CUSTOMER / USER CONTENT

13.1 The Customer shall ensure that any content posted, uploaded, published, transmitted, shared, generated or uploaded by the Customer and/or Users (“Content ”) on the App or through the Services is not illegal or unlawful, does not infringe any person's legal rights, and is not capable of giving rise to legal action against any person.

13.2 In the event Smarten Spaces receives any court order or notification from a Government Authority that any Content posted by the Customer or a User on the App or through the Services amounts to a breach of applicable law or this provision, Smarten Spaces will take such steps necessary as required under law to remove or disable access to such Content and may suspend or terminate such User's access to the Service without notice to the Customer. 13.3 Smarten Spaces shall not be liable or responsible if any Content uploaded by Users on the App or through the Services violates the Customer's internal policies, the confidentiality of any Customer data or information or causes any disrepute to the Customer. Without prejudice to the foregoing, Smarten Spaces shall, upon request by the Customer, take such steps necessary to remove such Content from the App.

13.4 Customer shall indemnify, defend and hold harmless Smarten Spaces against any claim, demand, suit or proceeding made or brought against Smarten Spaces by Users or any third party alleging that any content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates Applicable Law (“Claims”) and will indemnify Smarten Spaces from any damages, attorney fees and costs awarded against Smarten Spaces as a result of such Claims.

14. INTELLECTUAL PROPERTY

14.1 “Intellectual Property Rights” means all copyright, registered or unregistered designs, unregistered design rights, trade marks (whether or not registered), rights protecting goodwill and reputation, service marks, rights or protections equivalent or similar to copyright, topography rights, patents, petty patents, utility models, database rights, geographical indications, domain names, layout design rights, software source codes, trade or business names, rights protecting trade secrets and confidential information, rights protecting reputation designations and rights under any international convention for the protection of any of the foregoing, anywhere in the world, all other similar or corresponding proprietary rights and all applications for the same and all benefits, privileges, rights to sue, recover damages and obtain relief from any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

14.2 The Services may contain Intellectual Property owned by Smarten Spaces or other third parties. Smarten Spaces do not confer upon Customer, or the Users, any rights to the Intellectual Property belonging to Smarten Spaces or any third party. You agree not to, and Customer will procure and ensure that the Users will not, copy, modify, publish, transmit, distribute, perform, display, or sell any such intellectual property. Any use of the Services, Intellectual Property or its contents without Smarten Spaces’ permission is prohibited. 14.3 The following trade names and the trademarks in relation to those trade names indicated on the App and/or in the Services are Smarten Spaces’ trade names/ trademarks and strictly may not be used in connection with any product or service that is not offered by Smarten Spaces in any manner that is likely to cause confusion among Users or that disparages or discredits Smarten Spaces: ·Smarten Spaces · Jumpree **· Jumpree WorkSafe

14.4 Customer shall not infringe, misappropriate, dilute or otherwise violate the Intellectual Property Rights of Smarten Spaces or any third party.

14.5 Customer shall immediately inform Smarten Spaces in the event that any claim or dispute arises in relation to the Intellectual Property Rights relating to the Services.

14.6 Neither Customer nor Smarten Spaces shall use, publish, or cause to be published, any advertisement, or make any representations, oral or written, using the trademarks, logo, name or image (registered or unregistered) of the other Party, without the prior written permission of such other Party.

14.7 The Parties acknowledge that all rights, title and interest, including any and all Intellectual Property Rights, in the Software, App, and the Services, including any improvements, components, modules, features or parts thereof, shall belong to and vest with Smarten Spaces.

15. PERSONAL DATA PROTECTION

15.1 By agreeing to these Terms, Customer are instructing Smarten Spaces to process certain information received from Customer, and from Customer’s Users, for the purpose of providing the Services. For information about how Smarten Spaces use the information collected from Users, Customer may refer to Smarten Spaces’ Privacy Policy. If Customer, or the Users choose not to provide this information, Customer understand that Smarten Spaces may not be able to provide the full range of Smarten Spaces’ Services.

15.2 Smarten Spaces’ role will be limited to obtaining and processing any personal data of a User on Customer’s behalf in pursuance of Smarten Spaces’ contractual obligations. You agree that as the data controller, Customer will be responsible for the data provided by a User when using the App or any other Services. By disclosing any personal data of Users to Smarten Spaces under or in connection with contractual obligations, Customer warrant that Customer have a legal right and/or obtained necessary consent to disclose all such data, and that the processing of such personal data by Smarten Spaces will not breach any applicable data protection or data privacy laws.

15.3 To the extent that Smarten Spaces process personal data provided by the Users, Customer agree that all actions taken by Smarten Spaces are pursuant to contractual obligations, and instructions from Customer in relation to the processing of that personal data.

15.4 If Smarten Spaces receive any notice or claim that any personal data, or activities hereunder with respect to any personal data, may infringe or violate rights of a User or any other third party, Smarten Spaces may suspend activity hereunder with respect to that personal data.

15.5 You agree that Customer will fully indemnify Smarten Spaces from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any notice, claim or harm arising from the processing of any personal data provided by a User.

15.6 Smarten Spaces have in place appropriate security measures that shall comply with applicable law for the protection of personal data.

16. CONFIDENTIALITY

16.1 Each Party shall keep confidential all Confidential Information of the other Party, not use the other Party's Confidential Information for any purposes other than as required under this Agreement, and shall ensure that its personnel, employees, sub-contractors and representatives do not disclose to any person any Confidential Information of the other Party at any time or make or authorise any public or private announcement or communication concerning this Agreement.

16.2 The restrictions on disclosure of Confidential Information or announcements by either Party shall not apply to the following:

16.2.1disclosure of information which is already generally available and in the public domain other than through unauthorised disclosure by the other Party or its personnel, employees, sub-contractors and representatives;

16.2.2 disclosure of information or announcements to the extent required by any Applicable Laws or by the requirements of a recognized stock exchange or any other Government Authority or making filings or other submissions under Applicable Laws, provided that (A) the disclosure or announcement is only to the extent required; and (B) such Party will deliver to the other Party prompt prior notification of such requirement(s) so that the other Party may seek an appropriate protective order for protection of its Confidential Information.

17. DISRUPTION

17.1 Smarten Spaces endeavour to ensure that the Services are accessible to Customer from everywhere on a 24/7 basis. However, Smarten Spaces may, from time to time and without prior notice of downtime, suspend access to the Services or to some parts thereof for maintenance or other reasons. Smarten Spaces may also, at Smarten Spaces’ sole discretion, either temporarily or permanently disable access to the Services for specific Users. You agree that Customer have no expectation of or right to permanent and uninterrupted access to the Services.

17.2 Smarten Spaces expressly disclaims all warranties and conditions of any kind, whether express or implied, in relation to the Services, including but not limited to implied to warranties and conditions relating to provision of Services free from disruption or interruption.

18. THIRD PARTY DISCLAIMERS

18.1 Smarten Spaces do not guarantee or make any representations regarding the content of any third-party sites. If Customer access a link of any third-party website, Customer hereby acknowledge that Customer do so entirely at Customer’s own risk and expense.

18.2 Smarten Spaces shall not be responsible for any dispute between Customer and any other third party arising out of the use of the Services. Smarten Spaces shall not be held liable for any negligent conduct or behaviour of any third party in relation to the use of the Services.

19. INDEMNITY

You agree to indemnify Smarten Spaces for all claims, proceedings, penalties, damages, losses, actions, costs and expenses arising out of or in relation to Customer and Customer’s Users' (i) misuse of the Services (ii) breach of these Terms and/or the terms and conditions of any Order Form, (iii) violation of any law, rules or regulations or the rights of a third party, or (iv) any fraudulent act on Customer’s part or the part of Customer’s Users; (iv) breach of any representation or warranty by Customer or the User (v) any breach of any of its covenants or obligations contained in this Agreement by Customer or the User, (vi) any bodily injury (and death) and damage to property caused by Customer or the User, and (vii) provision of inaccurate or incomplete data or information to Smarten Spaces.

20. LIMITATION OF LIABILITY

20.1 Smarten Spaces will not be responsible for the accuracy, completeness, reliability, fitness, availability or relevance of any information provided by Customer for the use of the Services.

20.2 You hereby acknowledge and agree that Smarten Spaces will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, reputation, goodwill, business opportunities, data or other intangible losses or be liable for any loss or damages of any kind whatsoever arising out of the use of, or inability to use the Services, however arising whether by tort or by contract, including without limitation, damages for loss or corruption of data or programs and service interruptions, even if the Smarten Spaces know or have been advised of the possibility of such damages.

20.3 Smarten Spaces also disclaim any and all liability for the acts, omissions and conduct of any third parties in connection with or related to the use of the Services. Smarten Spaces will not be responsible or liable for any damages or losses resulting from any correspondence or business dealings with third-party service providers or advertisers or resulting from the presence of such advertisers on the Services.

20.4 Smarten Spaces shall not be liable for any content posted, generated, uploaded, transmitted, published or shared on the App or through the Community Posts by the Customer or User.

20.5 Smarten Spaces may from time to time and with prior notice of downtime, suspend access to the App and Services or to some parts thereof for maintenance or other reasons in its sole discretion without any liability.

20.6 Smarten Spaces may, by prior notice to the Customer, either temporarily or permanently disable access to the Services for specific Users. In such event, the Customer agrees that Smarten Spaces shall not be subject to any liability.

20.7 The aggregate liability of Smarten Spaces to the Customer under this Agreement shall not exceed the Fees paid by the Customer to Smarten Spaces under the Order Form in the 6 (six) months immediately preceding the claim giving rise to the liability.

21. WARRANTY

21.1 SMARTEN SPACES MAINTAIN AND PROVIDE THE SERVICES ON AN "AS IS" BASIS AND OFFER NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES. SMARTEN SPACES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES ARE NEVER WHOLLY FREE FROM DEFECTS, ERRORS AND BUGS, AND SMARTEN SPACES GIVE NO WARRANTY OR REPRESENTATION THAT THEY WILL BE WHOLLY FREE FROM SUCH DEFECTS, ERRORS AND BUGS. SMARTEN SPACES DO NOT WARRANT THAT THE SERVICES OR WILL BE COMPATIBLE WITH ANY APPLICATION, OR SOFTWARE NOT SPECIFICALLY IDENTIFIED AS COMPATIBLE BY THE SMARTEN SPACES’ TEAM.

21.2 YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU WILL NOT HOLD SMARTEN SPACES RESPONSIBLE FOR ANY CONTENT THAT MAY BE DEEMED OFFENSIVE, INDECENT, OR OBJECTIONABLE TO YOU. IN PARTICULAR, SMARTEN SPACES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES.

21.3 SMARTEN SPACES WILL NOT AND DO NOT PURPORT TO PROVIDE ANY PROFESSIONAL, MEDICAL OR AUTHORITATIVE ADVICE, NOR DO SMARTEN SPACES PURPORT TO PROVIDE ANY LEGAL, FINANCIAL OR ACCOUNTANCY ADVICE IN RELATION TO THE SERVICES AND SMARTEN SPACES DO NOT WARRANT THAT THE SERVICES WILL NOT GIVE RISE TO ANY CIVIL OR CRIMINAL LEGAL LIABILITY ON THE PART OF CUSTOMERS OR ANY OTHER PERSON.

22. SUSPENSION/TERMINATION

22.1 You will have the right to use the Services, and the Users will have the right to use the Services, for the period indicated in the Order Form (“Contract Term”) unless earlier terminated in accordance with the terms of this Agreement. Unless otherwise indicated in the Order Form, the Contract Term shall be thirty-six (36) months from the Contract Commence Date of on the Order Form.

22.2 The Agreement shall automatically renew for successive twelve(12)-month periods after the Contract Term unless earlier terminated in accordance with the terms of this Agreement.

Termination

22.3.1 The Customer shall not terminate the Services for a period of thirty-six (36) months from the Effective Date (“Minimum Term”) unless otherwise indicated in the Order Form or expressly agreed to in writing between the Parties.

22.3.2 At the expiry of the Minimum Term, either Party can terminate the Services by giving no less than sixty (60) days notice in writing.

22.3.3 Smarten Spaces may terminate this Agreement by providing a written notice to the Customer if the Customer fails to pay the Fees, whether in whole or in part, or any such amounts due and owing to Smarten Spaces under this Agreement within thirty (30) days of Smarten Spaces notifying the Customer of the same.

22.3.4 Notwithstanding anything contained in this Agreement, either Party may terminate this Agreement immediately by giving written notice of termination to the other Party if the other Party: (i) commits a material breach of this Agreement; or (ii) is dissolved; or (iii) ceases to conduct all (or substantially all) of its business; or (iv) is or becomes unable to pay its debts as they fall due; or (v) is or becomes insolvent or is declared insolvent. Termination of the Agreement howsoever arising shall be without prejudice to (i) any accrued rights and remedies of either Party in relation to any negligence, omission or default of the other Party prior to such termination; and (ii) any rights or obligations of the Parties which are intended to survive termination, including the Customer's obligation to pay the Fees.

23. CONSEQUENCES OF TERMINATION

In the event of termination of these Terms and Agreement or the expiry of Customer’s right to use the Services, Customer’s Account will be disabled, and Customer may not be granted access to Customer’s Account or any files or other content contained in the Account although residual copies of information may remain in Smarten Spaces’ system or possession in accordance with applicable law. Any rights of use granted to Customer for using the Services shall expire immediately and Customer shall immediately cease to use and/or access the Services. Upon termination, Customer acknowledge and agree that Customer’s Users would no longer be able to access or use the Services, and Customer will procure and ensure that they shall cease to use the Services.

24. FORCE MAJEURE

24.1 If Smarten Spaces is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event: (i) Smarten Spaces obligations under this Agreement are suspended while the Force Majeure Event continues and to the extent that it is prevented, hindered or delayed; (ii) as soon as reasonably possible after the start of the Force Majeure Smarten Spaces shall notify the other party in writing of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement; (iii) Smarten Spaces shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement; and (iv) as soon as reasonably possible after the end of the Force Majeure Event, Smarten Spaces shall notify the other party in writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.

24.2 If the Force Majeure Event continues for more than three (3) months starting on the day the Force Majeure Event starts, the Customer may terminate this Agreement by giving not less than 30 days’ written notice to Smarten Spaces.

24.3 “Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the Party affected (including internet or any public telecommunications network outages, hacker attacks, denial of service attacks, computer virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

25. GOVERNING LAW & DISPUTE RESOLUTION

25.1 These Terms shall be governed by the laws of Singapore. Disputes or proceedings arising in Singapore shall be subject to the jurisdiction of the courts in Singapore.

25.2 Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrator(s). The language of the arbitration shall be in the English language.

26. NOTICES

Any notice, demand, consent or other communication (“Notice”) given or made under this Agreement: (a) except as otherwise specified in this Agreement, shall be in writing and signed by an authorised representative of each respective Party as indicated in the Order Form; and (b) shall be delivered to the intended recipient by prepaid post or by hand or email, to the address or email as indicated in the Order Form or the address or email last notified by the intended recipient to the sender.

27. MISCELLANEOUS

27.1 Entire Agreement The Agreement constitutes the entire Agreement between the Parties with respect to its subject matter and supersedes any and all prior agreements, either oral or in writing, between the Parties with respect to the subject matter hereof.

27.2 No Implied Terms Each Party acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by the other Party, or anyone acting on behalf of the other Party, which are not embodied herein and that pertain to the matters covered by this Agreement.

27.3 Severability The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining part or provisions of this Agreement.

27.4 Survival All provisions in this Agreement including but not limited to representations, warranties, covenants, indemnity, limitation of liability, content, intellectual property rights, broad dependencies, confidentiality and such other provisions contained herein that by their nature survive or are required to supplement the abovementioned provisions for making them effective, shall survive the expiry or termination of this Agreement.

27.5 No Waiver No failure to exercise or any delay in exercising any right, power or remedy by a Party under this Agreement shall operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made expressly in writing.

27.6 Amendments No amendment or variation of this Agreement is valid or binding on a Party unless made in writing and executed by both Parties.

27.7 Assignment 27.7.1 The Customer shall not assign or transfer the whole or any part of the Agreement or any benefit, interest, obligation or liability in or under the Agreement without the prior written consent of the other Party. 27.7.2 Smarten Spaces shall have the right to assign or transfer the whole or any part of the Agreement or any benefit, interest, obligation or liability in or under the Agreement without the prior written consent of the Customer.

27.8 Relationship The relationship between the Parties is that of independent contractors and nothing in this Agreement shall construe the Parties as partners, joint venture or co-owners, or constitute either Party as the agent, employee or representative of the other.

27.9 Language The language of this Agreement is English and all oral and written communication related to the Agreement, including all deliverables, reports and other documents required to be submitted in accordance with this Agreement, shall be in English.

27.10 Counterparts This Agreement may be executed in counterparts, whether signed originally or reproduced by facsimile, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.

27.11 Specific Performance The Parties agree that damages may not be an adequate remedy for the Parties under this Agreement, and the Parties shall be entitled to an injunction, restraining order, right for recovery, specific performance or such other equitable relief to restrain the other Party from committing any violation or enforce the performance of the covenants, warranties or obligations contained in this Agreement. 27.12 Additional Services From time to time, the Customer may request for additional services, subject to the agreement of Smarten Spaces, at such additional fees and charges as mutually agreed between the Parties.

28. Country-Specific Provisions

28.1 Country-specific Provisions (as set out in the Annexures below) refers to the provisions for that specific jurisdiction where the Customer require the Services to be provided by Smarten Spaces. Country-specific provisions may supplement, replace or vary the other provisions in this Agreement.

Annexure A: India

These Country-Specific Provisions apply to the Services Smarten Spaces provide in India for Customers in India.

LinkDigi Spaces Private Limited is a wholly-owned subsidiary of Smarten Spaces. If Customer are a Customer in India, the Services are provided to Customer by LinkDigi Spaces Private Limited (“LinkDigi”).

Smarten Spaces has provided LinkDigi with a license, including a right to sub-license, the Software and for LinkDigi, to provide the Services exclusively in India.

Save for Clause 14 above, all references to “Smarten Spaces” or “Smarten Spaces” or “Smarten Spaces” or “Smarten Spaces’” in the clauses above shall be replaced and/or refer to “LinkDigi”.

Clause 13.4 shall be removed in its entirety and replaced as follows: “Customer shall indemnify, defend and hold harmless LinkDigi, Smarten Spaces and any and all of its affiliates against any claim, demand, suit or proceeding made or brought against LinkDigi by Users alleging that any Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates Applicable Law (“Claims”) and will indemnify Smarten Spaces from any damages, attorney fees and costs awarded against Smarten Spaces as a result of such Claims.”

Clause 17.2 shall be removed in its entirety and replaced as follows: “LinkDigi and Smarten Spaces expressly disclaims all warranties and conditions of any kind, whether express or implied, in relation to the Services, including but not limited to implied to warranties and conditions relating to provision of Services free from disruption or interruption”

Clause 19 shall be removed in its entirety and replaced as follows: “You agree to indemnify LinkDigi and Smarten Spaces, for all claims, proceedings, penalties, damages, losses, actions, costs and expenses arising out of or in relation to Customer and Customer’s Users' (i) misuse of the Services (ii) breach of these Terms and/or the terms and conditions of any Order Form, (iii) violation of any law, rules or regulations or the rights of a third party, or (iv) any fraudulent act on Customer’s part or the part of Customer’s Users; (iv) breach of any representation or warranty by Customer or the User (v) any breach of any of its covenants or obligations contained in this Agreement by Customer or the User, (vi) any bodily injury (and death) and damage to property caused by Customer or the User, and (vii) provision of inaccurate or incomplete data or information to Smarten Spaces.”

All references to “Smarten Spaces” in Clause 18 shall be replaced with “LinkDigi and Smarten Spaces”.

All references to “Smarten Spaces” in Clause 19 shall be replaced with “LinkDigi and Smarten Spaces”.

All references to “Smarten Spaces” and to “Smarten Spaces” in Clause 20 shall be replaced with “LinkDigi and Smarten Spaces”

All references to “Smarten Spaces” and “Smarten Spaces” shall be replaced with “LinkDigi and Smarten Spaces”.

Clause 25 shall be removed in its entirety and replaced as follows: The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of India. Subject to the provisions of this Clause, the Parties agree to submit to the exclusive jurisdiction of the courts in Bengaluru.

In the event of any dispute, controversy or difference between the Parties arising out of or relating to this Agreement (Dispute), any Party shall be entitled to refer the Dispute to arbitration by a notice to the other Party, to be finally resolved in the manner set out in this Clause and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceeding. Such Dispute shall be resolved by a sole arbitrator mutually appointed by the Parties. The seat of arbitration shall be Bengaluru and the language of arbitration shall be English. The substantive law of arbitration will be the Arbitration and Conciliation Act, 1996. The arbitration award of the arbitrators shall be final and binding on the Parties and shall be enforceable in accordance with its terms. 

United States

These Country-Specific Provisions apply to the Services Smarten Spaces provide in the United States for Customers in the United States. Smarten Spaces Inc is a wholly-owned subsidiary of Smarten Spaces. If Customer are a Customer in the SMARTEN SPACES, the Services are provided to Customer by Smarten Spaces Inc (“SS SMARTEN SPACES”). Smarten Spaces has provided SS SMARTEN SPACES with a license, including a right to sub-license, the Software and for SS SMARTEN SPACES, to provide the Services in the SMARTEN SPACES. Save for clause 14 above, all references to “Smarten Spaces” or “Smarten Spaces” or “Smarten Spaces” or “Smarten Spaces’” in the clauses above shall be replaced and/or refer to “SS SMARTEN SPACES”.

Clause 13.4 shall be removed in its entirety and replaced as follows: “Customer shall indemnify, defend and hold harmless SS SMARTEN SPACES and Smarten Spaces and any and all of its affiliates against any claim, demand, suit or proceeding made or brought against SS SMARTEN SPACES by Users alleging that any Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates Applicable Law (“Claims”) and will indemnify Smarten Spaces from any damages, attorney fees and costs awarded against Smarten Spaces as a result of such Claims.”

Clause 17.2 shall be removed in its entirety and replaced as follows: “SS SMARTEN SPACES and Smarten Spaces expressly disclaims all warranties and conditions of any kind, whether express or implied, in relation to the Services, including but not limited to implied to warranties and conditions relating to provision of Services free from disruption or interruption”.

Clause 19 shall be removed in its entirety and replaced as follows: “You agree to indemnify SS SMARTEN SPACES and Smarten Spaces, for all claims, proceedings, penalties, damages, losses, actions, costs and expenses arising out of or in relation to Customer and Customer’s Users' (i) misuse of the Services (ii) breach of these Terms and/or the terms and conditions of any Order Form, (iii) violation of any law, rules or regulations or the rights of a third party, or (iv) any fraudulent act on Customer’s part or the part of Customer’s Users; (iv) breach of any representation or warranty by Customer or the User (v) any breach of any of its covenants or obligations contained in this Agreement by Customer or the User, (vi) any bodily injury (and death) and damage to property caused by Customer or the User, and (vii) provision of inaccurate or incomplete data or information to Smarten Spaces.”

All references to “Smarten Spaces” in Clause 18 shall be replaced with “SS SMARTEN SPACES and Smarten Spaces”.

All references to “Smarten Spaces” in Clause 19 shall be replaced with “SS SMARTEN SPACES and Smarten Spaces”.

All references to “Smarten Spaces” and to “Smarten Spaces” in Clause 20 shall be replaced with “SS SMARTEN SPACES and Smarten Spaces”.

All references to “Smarten Spaces” and “Smarten Spaces” shall be replaced with “SS SMARTEN SPACES and Smarten Spaces”.

Clause 25 shall be removed in its entirety and replaced as follows: “25.1 The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the state of New York, United States of America. Subject to the provisions of this Clause, the Parties agree to submit to the exclusive jurisdiction of the courts in New York.

In the event of any dispute, controversy or difference between the Parties arising out of or relating to this Agreement (Dispute), any Party shall be entitled to refer the Dispute to arbitration by a notice to the other Party, to be finally resolved in the manner set out in this Clause and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceeding. Such Dispute shall be resolved by a sole arbitrator mutually appointed by the Parties. The seat of arbitration shall be New York and the language of arbitration shall be English. The arbitration award of the arbitrators shall be final and binding on the Parties and shall be enforceable in accordance with its terms.”  

Australia

These Country-Specific Provisions apply to the Services Smarten Spaces provide in Australia for Customers in Australia. Smarten Spaces Australia Pty Ltd is a wholly-owned subsidiary of Smarten Spaces. If Customer are a Customer in Australia, the Services are provided to Customer by Smarten Spaces Australia Pty Ltd (“SS Australia”). Smarten Spaces has provided SS Australia with a license, including a right to sub-license, the Software and for SS Australia, to provide the Services in Australia. Save for clause 14 above, all references to “Smarten Spaces” or “Smarten Spaces” or “Smarten Spaces” or “Smarten Spaces’” in the clauses above shall be replaced and/or refer to “SS Australia”.

Clause 13.4 shall be removed in its entirety and replaced as follows: “Customer shall indemnify, defend and hold harmless SS Australia and Smarten Spaces and any and all of its affiliates against any claim, demand, suit or proceeding made or brought against SS SMARTEN SPACES by Users alleging that any Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates Applicable Law (“Claims”) and will indemnify Smarten Spaces from any damages, attorney fees and costs awarded against Smarten Spaces as a result of such Claims.”

Clause 17.2 shall be removed in its entirety and replaced as follows: “SS SMARTEN SPACES and Smarten Spaces expressly disclaims all warranties and conditions of any kind, whether express or implied, in relation to the Services, including but not limited to implied to warranties and conditions relating to provision of Services free from disruption or interruption”.

Clause 19 shall be removed in its entirety and replaced as follows: “You agree to indemnify SS Australia and Smarten Spaces, for all claims, proceedings, penalties, damages, losses, actions, costs and expenses arising out of or in relation to Customer and Customer’s Users' (i) misuse of the Services (ii) breach of these Terms and/or the terms and conditions of any Order Form, (iii) violation of any law, rules or regulations or the rights of a third party, or (iv) any fraudulent act on Customer’s part or the part of Customer’s Users; (iv) breach of any representation or warranty by Customer or the User (v) any breach of any of its covenants or obligations contained in this Agreement by Customer or the User, (vi) any bodily injury (and death) and damage to property caused by Customer or the User, and (vii) provision of inaccurate or incomplete data or information to Smarten Spaces.”

All references to “Smarten Spaces” in Clause 18 shall be replaced with “SS Australia and Smarten Spaces”.

All references to “Smarten Spaces” in Clause 19 shall be replaced with “SS Australia and Smarten Spaces”.

All references to “Smarten Spaces” and to “Smarten Spaces” in Clause 20 shall be replaced with “SS Australia and Smarten Spaces” All references to “Smarten Spaces” and “Smarten Spaces” shall be replaced with “SS Australia and Smarten Spaces”.

Clause 25 shall be removed in its entirety and replaced as follows: “25.1 The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of Australia. Subject to the provisions of this Clause, the Parties agree to submit to the exclusive jurisdiction of the courts in New South Wales, Australia. In the event of any dispute, controversy or difference between the Parties arising out of or relating to this Agreement (Dispute), any Party shall be entitled to refer the Dispute to arbitration by a notice to the other Party, to be finally resolved in the manner set out in this Clause and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceeding. Such Dispute shall be resolved by a sole arbitrator mutually appointed by the Parties. The seat of arbitration shall be Singapore and the language of arbitration shall be English. The arbitration award of the arbitrators shall be final and binding on the Parties and shall be enforceable in accordance with its terms.