TERMS OF SERVICE

Effective Date: 23^rd Dec 2019

These Terms of Service (“Terms”) govern the subscription to, access of, and use of the services, provided by Growthpal Technologies Pte Ltd , a company incorporated under the laws of Singapore, bearing UEN 201943291M and having its registered office at 160, Robinson Road, # 20-03, Singapore, 068914 (“GrowthPal”).

By subscribing to, accessing, or using the Platform (as defined below), the Customer agrees to be unconditionally bound by these Terms.

GrowthPal and Customer shall together be referred to as “Parties” and individually as a “Party”.

DEFINITIONS

For purposes of these Terms, the following capitalized terms shall have the meanings set forth below, unless the context otherwise requires:

• "AI System" means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.
• "AI-Generated Content" means any insights, recommendations, analysis, predictions, produced wholly or partially through the use of AI Systems generated basis the inputs provided by the Customer, pursuant to the Subscription, and incorporated as a part of the Reports.
• “Customer” means the entity or individual subscribing to the Platform.
• “Customer Data” means data, inputs, preferences, criteria, and information submitted by the Customer and/or its Permitted Users to the Platform in the course of using the Subscription.
• “Permitted User(s)” means individuals who are employees of the Customer or other individuals expressly permitted by the Customer to access and use the Platform under its Subscription Plan in accordance with the terms set forth in these Terms.
• “Platform” means the web-based deal sourcing and investment discovery platform (available at https://www.growthpal.com/), and any related interfaces, applications, or tools through which the Subscription is delivered or accessed, as made available by GrowthPal from time to time.
• “Public Data” means data obtained by GrowthPal from publicly available sources (for example, government filings, press releases, financial reports, etc.), used in providing the Subscription.
• “Subscription” shall mean the license to use the internet accessible service offered by GrowthPal through their Platform as per the specifications of the Subscription Plan purchased by the Customer.
• “Subscription Plan” means the specific category of the Subscription selected and purchased by the Customer from among the options made available by GrowthPal on the Platform (such as Basic, Professional, or Enterprise), each of which sets out details such as the scope of services, features, usage limits (if any informed by Growthpal), applicable Fees, and payment terms governing the Customer’s access to and use of the Platform.
• "Subscription Term" or "Term" means the initial subscription period of the Subscription Plan purchased by the Customer, and any renewal periods thereafter, during which the Customer has paid the applicable Fees to gain access rights to the Platform.
• “Transaction” means any strategic engagement or business decision undertaken by the Customer with a third-party, including but not limited to acquisitions, acquihires, strategic investments, or business partnerships or any other commercial purposes.
• “Third-Party Integrations” shall mean technologies, software, tools, or services integrated into the Platform, which are furnished by third parties. Third-Party Integrations may include (but are not limited to) cloud hosting, open-source software components, or other external technologies or resources that are neither developed, owned, nor controlled by Growthpal.

GRANT OF LICENCE

Subject to the Customer’s payment of the applicable Fees and compliance with the provisions of these Terms, GrowthPal grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Subscription solely for the Customer’s internal business purposes. The Subscription allows the Customer to use the Platform for such number of Permitted Users as defined in such Subscription Plan. The specific features, functionality, and limitations applicable to the Customer's Subscription shall be as set forth in the Subscription Plan selected and paid for by the Customer at the time of subscription.

FEES AND PAYMENT

• Subscription Fees. In consideration of the access to and usage of the Platform as per the Subscription Plan purchased by the Customer and subject to the provisions of these Terms, Customer shall pay such fees to GrowthPal as indicated on the Platform and opted by the Customer at the time of taking the subscription (“Fees”). GrowthPal may change its Subscription Fees for any renewal term by providing prior notice. Any change in Subscription Fees will apply only to future renewal terms and will not affect Fees already paid for the then-current Subscription Term. In the event the Customer is does not intend to continue using the Platform after the change in the Fees, the Customer shall notify GrowthPal with respect to its intention to discontinue the Subscription. In the event the Customer fails to notify Growthpal, the Subscription will be automatically renewed basis the Terms.
• All Fees and charges (if any) shall be exclusive of taxes (goods and service tax, withholding tax, or any such other taxes). Such taxes will be as prevalent at the applicable time and are payable over and above the applicable amounts. The Customer acknowledges and agrees to pay the Fees along with all applicable taxes, cess, surcharge, or duties as per applicable law.
• Payment Terms. Customer shall pay the Fees to GrowthPal at the time of purchasing the Subscription Plan in accordance with the prices and payment terms mentioned in the Subscription Plan opted for by the Customer.
• Non-Refundability; Adjustments. Unless required by applicable law or expressly stated otherwise in these Terms, or other written agreement signed by GrowthPal, all Fees are non-refundable.

CUSTOMER’S RESPONSIBILITIES

• Account Management: As a condition for using the Platform, the Permitted Users may be required to register with GrowthPal and select a password and enter his/her email address on the Platform. The Customer shall ensure that the Permitted Users shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms. The Customer is responsible for ensuring that credentials are kept confidential, not shared, and used only by the designated Permitted User.
• Compliance with Laws: The Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Platform including those laws related to international communications, and the transmission of technical and personal data.
• Permitted User: The Customer shall ensure that the Permitted Users abide by the terms and conditions set forth in these Terms. The Customer shall be solely responsible for the acts and omissions of its Permitted Users. GrowthPal shall not be liable for any loss of data or functionality caused directly or indirectly by the Customer or Permitted Users.
• Unauthorized Use; False Information: The Customer shall: (i) notify GrowthPal immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to GrowthPal immediately and use reasonable efforts to stop any unauthorized use of the Platform that is known or suspected by the Customer or any Permitted Users, and (iii) not provide false identity information to use the Subscription.
• Customer Data: The Customer is solely responsible for all Customer Data transmitted on the Platform by Customer or its Permitted User and for ensuring that Customer Data does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious or (iii) upload, post, reproduce or distribute any information, Platform or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
• Usage and Configuration Metrics and Analytics: GrowthPal, and its third-party service providers that perform services in connection with the Subscription may collect information regarding number of Permitted Users, number of devices, number of servers, per user storage capacity, aggregate storage usage of the Customer and may use such information only for the GrowthPal’s internal business purposes, including to perform its obligations under these Terms and to ensure compliance with these Terms. Any information collected pursuant to this section shall not include any Customer Data, or any ‘personal identifiable information’ as such term is defined in applicable privacy laws.
• Compliance with terms and conditions governing usage of Third-Party Integrations: The Customer understands that in the event any Third-Party Integrations are being incorporated into the Platform at the Customer’s choice, the Customer shall be solely responsible for complying with such applicable third-party’s terms and conditions. GrowthPal shall have no liability in respect of any claims arising out of non-compliance or infringement of terms and conditions governing the use of such Third-Party Integrations.
• Acknowledgment of AI usage: The Customer acknowledges that the Service incorporates AI technology to analyze data and generate insights, and that such AI-Generated Content is subject to inherent limitations as set forth in these Terms. The Customer acknowledges and agrees that: (a) all AI-Generated Content provided through the Service is for informational purposes only and must be independently verified manually before being relied upon; (b) the Customer is solely responsible for evaluating the accuracy, completeness, and suitability of any AI-Generated Content for the Customer's intended purposes; (c) the Customer shall not make any business, investment, or acquisition decisions based solely on AI-Generated Content without conducting independent due diligence and seeking appropriate professional advice; (d) the Customer shall implement appropriate internal controls and review procedures to validate AI-Generated Content before use; and (e) the Customer assumes all risks associated with its use of or reliance on AI-Generated Content.

RESTRICTIONS

The Customer represents, warrants and covenants to GrowthPal that it shall not, and shall ensure that its Permitted Users does not, directly or indirectly: (a) copy, modify, adapt, translate, reverse engineer, decompile, decrypt, disassemble, alter, reproduce, or create derivative works or otherwise make any changes to the Platform or make any attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; (b) use the Platform in any manner to provide time-sharing or service bureau purposes, or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of the Platform; (c) use the Platform for any purpose other than as set forth in these Terms, for any unlawful or illegal activity, or by any individual other than the Permitted Users; (d) use any of the Platform’s components, add-ons, files, modules, externals, contents including associated license material separately from the Platform; (e) sell, distribute, rent, lease, lend, sublicense, upload to or host on any website, the Subscription, the Platform, in whole or in part; (f) engage in any activity that disrupts, compromises, or endangers the functionality, security, or performance of the Platform; (g) delete, alter, or remove any disclaimers, warnings, copyright notices, or other proprietary markings associated with the Platform; or (h) upload, transmit, or otherwise make available in connection with the Platform any content that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable, including content that promotes discrimination based on race, ethnicity, gender, religion, or any other protected category; (ii) the Customer does not have the legal right to disclose or make available under applicable laws, contractual obligations, or fiduciary relationships; (iii) constitutes unsolicited or unauthorized advertising, promotional materials, or any form of spam, including but not limited to “junk mail,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (iv) contains viruses, malware, or any other harmful computer code, files, or programs designed to disrupt, damage, or limit the functionality of any computer Platform, hardware, or telecommunications equipment, including but not limited to viruses, time bombs, trojan horses, and other malicious code; (v) violates, whether intentionally or unintentionally, any applicable local, state, national, or international laws or regulations, including but not limited to those related to Intellectual Property Rights, data protection, privacy, and cybersecurity.

DATA SOURCING

GrowthPal sources Public Data from publicly accessible databases, government registries, regulatory filings, news sources, and third-party sources. GrowthPal does not guarantee the accuracy, completeness, currency, timeliness, reliability, suitability, or availability of any Public Data. The Customer acknowledges that Public Data may be subject to limitations, may contain errors, omissions, or inconsistencies, may not be updated in real-time, and may vary in quality depending on the source and should be used with appropriate diligence. GrowthPal expressly disclaims any responsibility for the accuracy or completeness of Public Data obtained from third-party sources. The Customer acknowledges that any reliance on Public Data is at the Customer's sole risk and that GrowthPal makes no representations or warranties regarding the fitness of such data for any particular purpose.

USE OF THIRD-PARTY INTEGRATIONS

The Customer hereby acknowledges and agrees that the operation, performance, and availability of the Platform, and any associated features or services, may be contingent, in whole or in part, upon the integration, utilization, or reliance on Third-Party Integrations. Notwithstanding anything to the contrary in this Section or elsewhere in these Terms, GrowthPal neither grants nor purports to grant any rights, nor does it impose any obligations that would amend, modify, or otherwise conflict with the terms and conditions of any license governing Third-Party Integrations. In the event of any conflict or inconsistency between these Terms and the terms of any such applicable third-party license, the terms of the applicable license shall prevail and govern with respect to the relevant Third-Party Integrations.

INTELLECTUAL PROPERTY RIGHTS

• Any and all rights to the Platform, Subscription, Subscription Plan, Platform Developments, enhancements, upgrades, Reports and branding thereof, including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of GrowthPal. These Terms do not grant the Customer or any of its Permitted Users any rights, title and interest in and to the Platform, Subscription, Subscription Plan, Platform Developments, enhancements, upgrades, Report and branding thereof, including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein, except where expressly and unequivocally granted herein.
• From time to time, the Customer and/or its Permitted Users may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Platform or the Subscription. The Customer hereby assigns to GrowthPal all right, title and interest into such Feedback and an exclusive right to create any developments based on such Feedback.
• The Customer shall retain title to and all ownership rights in the Customer Data. The Customer grants to GrowthPal a worldwide, non-exclusive, and non-transferable limited-term license to host, copy, transmit, analyse, process, display, store, configure, and perform the Customer Data solely as necessary to provide the Subscription or undertake Platform Development.
• The Customer agrees that the Customer shall not assert, or authorize, assist, or encourage any third party to assert, against GrowthPal or any of its affiliates, vendors, business partners, or licensors, any infringement or misappropriation of intellectual property infringement claim regarding the Platform or the Subscription.
• The Customer acknowledges and agrees that as a part of the Subscription to the Platform, the Customer may receive access to certain reports (“Reports”). The Customer understands and agrees that taking screen shots of the Reports is strictly prohibited and the Report shall be used only for internal business purposes of the Customer. Except as set forth above, the Report including trademarks, logos, trade dress and service marks in the same may not be used, modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part.

CONFIDENTIALITY

• Each Party (“Receiving Party”) agrees to use its best efforts to protect the Confidential Information of the other Party (“Disclosing Party”) from unauthorized dissemination and use, and shall use at least the same degree of care that it uses to protect its own confidential or proprietary information of like importance, but in no event less than a reasonable degree of care.
• The Receiving Party shall use the Disclosing Party’s Confidential Information solely for purposes necessary to: (a) directly further the objectives of these Terms in accordance with its provisions; and (b) in the case of GrowthPal, for development and enrichment of the Platform, provided that such use does not disclose the identity of the Customer (“Platform Development”).
• Except as expressly provided in these Terms, the Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party without the prior written consent of the Disclosing Party. No ownership or license rights are granted in any Confidential Information by virtue of these Terms, except as expressly set forth herein.
• For the purposes of this Clause, “Confidential Information” means any trade secrets; and any non-public information relating to a Party’s product plans, designs, pricing, financial information, marketing strategies, business opportunities, technology, personnel, operations, or know-how. Confidential Information does not include information that the Receiving Party can demonstrate: i) is or becomes publicly known through no breach of these Terms by the Receiving Party; ii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; iv) is disclosed pursuant to legal, judicial, or regulatory obligation, provided that the Receiving Party shall provide prompt written notice to the Disclosing Party (where legally permissible) and cooperate in any efforts to seek confidential treatment or a protective order; or v) is disclosed with the prior written consent of the Disclosing Party.
• The Customer agrees to treat as Confidential Information any and all documents or information (including the Reports) related to sourced companies through the Platform or directly by such companies, and the same use and disclosure restrictions as set forth in this Clause shall apply mutatis mutandis to GrowthPal.
• Subject to and to the extent permitted by applicable laws, the Customer agrees that GrowthPal may use insights derived from the Customer Data for the purpose of: i) making recommendations to its clients; and ii) Platform Development, provided that such use does not breach the confidentiality obligations set forth herein.
• Notwithstanding the termination of the engagement, any Confidential Information provided under these Terms prior to termination shall be treated as confidential for one (1) year after the date of termination of the engagement or expiry of Subscription whichever is earlier (“Confidentiality Period”).

DISCLAIMERS

• EXCEPT AS SET FORTH HEREIN, THE CUSTOMER ACKNOWLEDGES THAT THE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE PLATFORM MAY CONTAIN DEFECTS, BUGS OR ERRORS. GROWTHPAL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. GROWTHPAL DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THE CUSTOMER ACKNOWLEDGES THAT THIRD-PARTY CONTENT MADE AVAILABLE ON THE PLATFORM DOES NOT OR MAY NOT INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, IS NOT WARRANTED.
• THE CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE PLATFORM UTILIZES AI SYSTEMS AND MACHINE LEARNING TECHNOLOGIES THAT HAVE INHERENT LIMITATIONS. AI-GENERATED CONTENT AND REPORTS MAY CONTAIN ERRORS, INACCURACIES, BIASES, INCONSISTENCIES, OR HALLUCINATIONS. AI SYSTEMS MAY PRODUCE DIFFERENT REPORTS FOR SIMILAR INPUTS AND MAY NOT ALWAYS PROVIDE CONSISTENT RESULTS OR CAPTURE ALL RELEVANT FACTORS, RISKS, OR CONSIDERATIONS NECESSARY FOR MAKING INFORMED TRANSACTIONS. AI SYSTEMS AND MACHINE LEARNING SYSTEMS MAY EXHIBIT BIASES BASED ON THEIR TRAINING DATA, ALGORITHMIC DESIGN, OR OTHER FACTORS, WHICH MAY RESULT IN AI-GENERATED CONTENT THAT SYSTEMATICALLY FAVORS OR DISFAVORS CERTAIN COMPANIES, INDUSTRIES, REGIONS, OR BUSINESS MODELS. GROWTHPAL DOES NOT WARRANT THAT AI-GENERATED CONTENT IS FREE FROM BIAS. AI SYSTEMS MAY HAVE DIFFICULTY ANALYZING NOVEL SITUATIONS, RAPIDLY CHANGING MARKET CONDITIONS, OR COMPANIES WITH LIMITED PUBLICLY AVAILABLE DATA. GROWTHPAL DOES NOT CONTROL THE ACCURACY, COMPLETENESS, OR RELIABILITY OF PUBLIC DATA OR AI-GENERATED CONTENT.
• THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT AI-GENERATED CONTENT, THE PLATFORM'S FINDINGS, REPORTS, ANALYSES, INSIGHTS, RECOMMENDATIONS, AND THE SUBSCRIPTION PROVIDED BY GROWTHPAL ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE AND SHALL NOT BE CONSTRUED AS PROFESSIONAL INVESTMENT ADVICE, FINANCIAL ADVICE, LEGAL ADVICE, TAX ADVICE, VALUATION ADVICE, DUE DILIGENCE, OR ANY OTHER FORM OF PROFESSIONAL CONSULTATION. THE PLATFORM'S FINDINGS, RECOMMENDATIONS, AI-GENERATED CONTENT, REPORT OR SUBSCRIPTION SHALL NOT CONSTITUTE, AND SHALL NOT BE CONSTRUED AS, A RECOMMENDATION AS TO WHETHER THE CUSTOMER SHOULD PROCEED OR NOT PROCEED WITH ANY TRANSACTION OR THE PRICE OR OTHER TERMS UPON WHICH ANY TRANSACTION SHOULD BE UNDERTAKEN. GROWTHPAL DOES NOT ENDORSE, RECOMMEND, OR VOUCH FOR ANY TARGET COMPANY IDENTIFIED THROUGH THE SUBSCRIPTION.
• ANY DECISION TO ENTER OR NOT TO ENTER INTO A TRANSACTION SHALL REST SOLELY WITH THE CUSTOMER AND/OR AS APPROPRIATE THE CUSTOMER'S MANAGEMENT AND/OR BOARD OF DIRECTORS. ALL TRANSACTIONS ARE MADE AT THE CUSTOMER'S SOLE DISCRETION AND RISK. THE CUSTOMER SHALL NOT ENTER INTO ANY TRANSACTION BASED SOLELY ON AI-GENERATED CONTENT WITHOUT CONDUCTING INDEPENDENT DUE DILIGENCE AND SEEKING APPROPRIATE PROFESSIONAL ADVICE. THE CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF OR RELIANCE ON AI-GENERATED CONTENT. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY REPORTS, ANALYSES, AND AI-GENERATED INSIGHTS ARE SOLELY DEPENDENT ON THE ACCURACY AND COMPLETENESS OF THE CUSTOMER DATA AND THE ACCURACY AND AVAILABILITY OF PUBLIC DATA SOURCED BY GROWTHPAL, AND AS SUCH MAY NOT REFLECT AN ACCURATE OR COMPLETE REPRESENTATION OF THE TARGET COMPANY'S FINANCIAL POSITION, CIRCUMSTANCES, OR TRUE STATE. GROWTHPAL SHALL NOT BE HELD LIABLE FOR ANY OUTCOMES, DECISIONS, ACTIONS, LOSSES, DAMAGES, OR CONSEQUENCES ARISING FROM THE CUSTOMER'S OR PERMITTED USER'S RELIANCE ON AI-GENERATED CONTENT, THE PLATFORM'S FINDINGS, RECOMMENDATIONS, REPORTS, OR SUBSCRIPTION, INCLUDING BUT NOT LIMITED TO FAILED TRANSACTIONS.

INDEMNITY

• The Customer shall indemnify, hold harmless and defend GrowthPal against any costs or damages arising out of or in connection with any third party claim relating to (i) the Customer’s breach of or violation of applicable laws and regulations or (ii) the Customer’s or Permitted User’s use of the Platform other than as permitted under these Terms, (iii) the acts or omissions of the Permitted Users, or (iv) a claim made against GrowthPal for infringement or misappropriation based upon the Customer’s combination or use of the Platform with software, services, or products developed by the Customer or third parties. ,
• GrowthPal shall indemnify, hold harmless and defend the Customer against any costs or damages arising out of or in connection with any third-party claim relating to (i) GrowthPal’s breach of or violation of applicable laws and regulations or (ii) a claim made against the Customer alleging that the Platform infringes third-party intellectual property rights.
• In the event that the Platform, or any part thereof, is found to be infringing any third-party intellectual property rights, the Customer’s sole and exclusive remedy, and GrowthPal’s entire obligation and liability, at its sole expense and discretion, shall be to either : (i) obtain for the Customer the right to continue using the Platform; or (ii) modify or replace the infringing component of the Platform to make it non-infringing without materially reducing its functionality; or (iii) if neither (i) nor (ii) is commercially feasible, terminate the Platform Subscription for the affected Platform and refund to the Customer a pro-rata portion of any pre-paid Fees corresponding to the remaining Subscription Term.
• Notwithstanding the foregoing, the Customer agrees and acknowledges that GrowthPal shall not be liable for any claims of infringement arising from: (a) the combination of the Platform with any hardware, software, data, or other materials not provided or expressly approved by GrowthPal; (b) GrowthPal’s compliance with the Customer’s specifications, information, designs, or requirements in relation to customizations; (c) the Customer’s use of the Platform otherwise than for the purpose set forth in these Terms or for any unlawful purpose; or (d) the Customer’s failure to adhere to GrowthPal’s instructions and documentation.

LIMITATION OF LIABILITY

• NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS, GOODWILL, REVENUE, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA), HOWSOEVER CAUSED IN CONNECTION WITH THESE TERMS EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
• THE MAXIMUM LIABILITY OF GROWTHPAL (WHETHER IN CONTRACT, TORT, OR UNDER LAW OR IN EQUITY) HEREUNDER FOR ALL DIRECT DAMAGES, UNDER OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE FEES RECEIVED BY GROWTHPAL FROM CUSTOMER DURING THE 3 (THREE) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM ARISES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.

SUSPENSION

In the event of any breach of these Terms by the Customer, without limiting GrowthPal’s other rights and remedies and notwithstanding anything in these Terms to the contrary, GrowthPal may temporarily suspend the Customer’s use of the Platform. GrowthPal shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the suspension is cured. If the Customer does not fully address the reasons for the suspension within thirty (30) days after suspension, GrowthPal may terminate the Customer’s access to the Platform.

TERM AND TERMINATION

• The Subscription purchased by the Customer shall be valid for the Subscription Term. Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription shall automatically renew for successive periods equal to the initial Subscription Term (e.g., monthly subscriptions renew monthly, annual subscriptions renew annually) at GrowthPal's then-current rates. The Customer may cancel the Subscription at any time by providing written notice to GrowthPal, effective at the end of the then-current Subscription Term, but no refund shall be provided for any unused portion of a prepaid Subscription Term.
• Customer's engagement hereunder may be terminated by either the Customer or GrowthPal:
  • at any time and without any reason upon written notice of not less than 30 (thirty) days to that effect to the other Party,
  • if the other Party has materially breached the provisions of these Terms and the same remains uncured for a period of thirty (30) days from notification of such breach.
  • If the other Party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, a liquidator, receiver, administrator, or administrative receiver is appointed over any of the other Party’s assets (or any equivalent event takes place in another jurisdiction)
• Consequences of Termination. Upon the expiration or termination of these Terms:
  • All rights and licenses granted to the Customer under these Terms shall immediately and automatically terminate. The access to the Platform shall immediately cease.
  • Any amounts owed by the Customer to GrowthPal prior to the termination or expiration of these Terms shall become immediately due and payable.
  • Termination of these Terms shall not relieve either Party of any obligation or liability accrued prior to the effective date of termination.
  • Any advance Fees paid by the Customer shall not be refunded in the event of termination for convenience by GrowthPal as per clause 14.2.1 or the in the event of termination due to a breach of these Terms by the Customer as per clause 14.2.2 or in the event of termination by GrowthPal in accordance with 14.2.3.

PRIVACY & DATA PROTECTION

If and to the extent GrowthPal will be handling any personal data of the Customer, GrowthPal shall do so in accordance with (i) all applicable data protection laws and (ii) GrowthPal’s Privacy Policy available at www.growthpal.com/privacy-policy (as updated from time to time).

MODIFICATIONS.

GrowthPal reserves the right to modify these Terms at any time. In the event of material changes, GrowthPal will provide notice to the Customer (for example, by email or a notice on the Platform). Continued use of the Platform after such notice constitutes acceptance of the updated Terms.

GOVERNING LAW AND JURISDICTION.

These Terms shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising with respect to these Terms will be resolved in accordance with clause 18 of these Terms.

ARBITRATION

• Any dispute, controversy or disagreement arising hereunder or in connection with these Terms (“Dispute”) which is not settled by the Parties by mutual discussions within 15 (fifteen) days of a request by either Party for settlement, or within a mutually extended period, such Dispute shall be referred to arbitration of sole arbitrator to be appointed mutually by both the Parties.
• The venue of arbitration shall be in Singapore, and the arbitration proceedings shall be conducted in English language. The arbitration shall be conducted in accordance with the provisions of Singapore International Arbitration Centre Rules, or any statutory amendment or re-enactment thereof for the time being in force. The arbitration proceedings may be conducted through electronic means including video conferencing or such other means as is permitted by the Applicable Laws.
• The arbitral award rendered by the arbitral tribunal shall, in addition to dealing with the merits of the case, also decide on the deposits and fees to cover the costs of the arbitration procedure and decide which of the Parties shall bear such costs or in what proportions such costs shall be borne by the Parties hereto. The award rendered by the arbitration tribunal shall be final, conclusive and binding on the Parties to these Terms and shall be enforceable in a court of competent jurisdiction.
• In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the courts of Singapore. In such event, each Party consents to the in personam jurisdiction and venue of such courts.

FORCE MAJEURE

• If the performance of any obligation of either Party under these Terms is delayed or prevented in whole or in part by causes beyond the reasonable control of such Party, including but not limited to war (declared or undeclared), hostilities, revolution, hurricane, embargo, or any act, proclamation, regulation or ordinance of any government or governmental agency, pandemics, or epidemics (each a “Force Majeure Event”), then the affected Party shall not be held responsible for or be deemed to be in breach due to non-performance of such obligation during the continuance of the delay caused due to force majeure events, provided prompt notice and full particulars of such event have been given to the non-affected Party.
• The affected party will be obligated to take all reasonable action to eliminate the cause of the delay and resume performance as soon as reasonably possible.
• The affected Party shall provide the other Party with prompt notice of cessation of the Force Majeure Event giving rise to the excuse from performance or relief from damages and shall promptly upon such cessation resume performance hereunder.

MISCELLANEOUS

• Entire Agreement: These Terms constitute the entire agreement regarding the use of the Platform. They supersede all prior and contemporaneous agreements, proposals or communications, whether written or oral.
• Severability: If any provision of these Terms is held invalid or unenforceable by a competent authority, that provision shall be deemed amended to the extent necessary to be valid and enforceable, or if incapable of amendment, shall be severed, and the remaining provisions shall remain in full force and effect.
• Marking Communication: GrowthPal will have the right to use Customer name on its Platform and marketing collateral to show as a customer without disclosing any other detail about the nature of the engagement.
• Assignment: The Customer will not, directly or indirectly, transfer or assign or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of GrowthPal. Any transfer or assignment in violation of this paragraph by the Customer, shall be void. GrowthPal may assign these Terms in connection with a merger or sale of all or substantially all of its assets or otherwise at its discretion and shall only be required to notify the Customer in such case.
• Notices: Any notice required to be given by either Party under these Terms shall be in writing and shall be deemed duly given if sent (a) in the case of the Customer, to the registered email address provided at the time of account creation; and (b) in the case of GrowthPal, to amar@growthpal.com (Attention: Amar Shirsat), or to such other email address as may be notified by GrowthPal from time to time.
• No Agency: Nothing herein creates a partnership, agency, joint venture or employment relationship between the Parties. Each Party acts solely as an independent contracting Party.

I ACCEPT

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