This Insavlo Cloud Service Agreement (“Agreement”) governs Client's use of Insavlo's Services. “Client” means the entity (or individual acting in a business capacity) that accesses or uses the Services. The term “use” includes accessing, downloading, activating, or otherwise utilising any component of the Services.

This Agreement applies whether Client obtains access to the Services directly from Insavlo or through an authorised partner or reseller. For Services obtained through an authorised partner or reseller, Client's commercial terms (including pricing, invoicing and payment) with that partner or reseller are separate, and this Agreement governs Client's access to and use of the Services as between Insavlo and Client.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING TO ACCEPT THIS AGREEMENT, BY EXECUTING AN ORDER OR ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, CLIENT AGREES TO THIS AGREEMENT AND ENTERS INTO A LEGALLY BINDING CONTRACT WITH INSAVLO.

IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF CLIENT, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND CLIENT TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF CLIENT DOES NOT AGREE, DO NOT ACCEPT THIS AGREEMENT AND DO NOT ACCESS OR USE THE SERVICES.

1. Definitions

1.1. “Account” means an Insavlo account (including associated credentials, profiles, settings and permissions) that enables access to the Services.

1.2. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

1.3. “Applicable Laws” means all laws, regulations, and binding governmental requirements applicable to a Party's performance under this Agreement, including sanctions/export controls, anti-bribery/anti-corruption laws, and data protection laws.

1.4. “Authorised Users” means Client's employees and individual contractors authorised by Client to access and use the Services under Client's Account, and any other persons expressly permitted in an Order.

1.5. “Client Data” means any data, content, documents, files, or other information submitted to, processed by, or otherwise provided to the Services by or on behalf of Client or its Authorised Users.

1.6. “Documentation” means Insavlo's then-current user guides, technical documentation, and service descriptions for the Services.

1.7. “DPA” means Insavlo's then-current data processing addendum (or similar data protection terms) made available by Insavlo for execution/acceptance by Client, where Insavlo processes Personal Data on behalf of Client.

1.8. “Order” means an order form, quote, or other written ordering document executed by Client and accepted by Insavlo (or, where Services are obtained through a Partner, an order arranged through the Partner and accepted by Insavlo) that specifies the Services, subscription term, Subscription Fees, and any service-specific or support terms.

1.9. “Personal Data” has the meaning given under applicable data protection laws.

1.10. “Service Specific Terms” means terms applicable to a particular Service, including service descriptions, usage rules, technical constraints, metrics, limits, and other conditions, as incorporated into the applicable Order.

1.11. “Services” means Insavlo's hosted cloud services and related components specified in an Order or otherwise made available by Insavlo to Client.

1.12. “Subscription Fees” means the recurring and/or usage-based fees payable for the Services during a subscription term, as set out in the applicable Order.

1.13. “Partner” means an Insavlo authorised reseller, distributor, marketplace operator, or other channel partner through which Services may be ordered.

2. The Services

2.1. Scope; Right to Use. Subject to Client's compliance with this Agreement and payment of applicable Subscription Fees, Insavlo grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Client's internal business purposes and in accordance with the Documentation, the applicable Order, and this Agreement.

2.2. Modifications. Insavlo may add, remove, or modify features of the Services, and may update the Documentation from time to time. Where Insavlo determines in good faith that a change may materially impact Client's use of the Services, Insavlo will use commercially reasonable efforts to provide advance notice (for example, by email or via the Services) prior to implementation, except where an earlier change is required for security, compliance, or operational stability.

2.3. Service Management; Usage Limits. To maintain efficient and stable operation of the Services, Insavlo may impose reasonable limits on Client's use of the Services (including file size limits, rate limits, connection timeouts, API access limits, or other limitations described in the Documentation or Service Specific Terms), particularly where Client's use (or misuse) could disrupt the Services or other users.

2.4. Subcontractors. Insavlo may engage subcontractors (including hosting providers) to provide the Services. Insavlo remains responsible for performance of subcontracted obligations to the extent required by this Agreement.

2.5. Support; SLA. Insavlo may offer support services or service level commitments from time to time. Any support or SLA applies only if expressly stated in an Order or in Insavlo's then-current support policy/SLA made available by Insavlo.

3. Use of the Services

3.1. Account Security. Client is responsible for all access to and use of the Services under its Accounts (whether authorised or not), maintaining confidentiality of Account credentials, and promptly notifying Insavlo upon becoming aware of any unauthorised access or security incident involving an Account.

3.3. Compliance. Each party shall comply with Applicable Laws in connection with its performance under this Agreement.

4. Client Data; Data Protection

4.1. Client Data Ownership. As between the parties, Client retains all right, title, and interest in and to Client Data.

4.2. Licence to Process. Client grants Insavlo a limited, non-exclusive right to host, store, copy, transmit and otherwise process Client Data solely to provide, maintain, secure, and support the Services for Client in accordance with this Agreement, the applicable Order, and the DPA (if applicable).

4.3. Client Responsibilities for Client Data. Client represents and warrants that it has obtained and will maintain all rights, permissions, and consents necessary to provide Client Data to Insavlo and to permit Insavlo to process Client Data as contemplated by this Agreement.

4.4. DPA. To the extent Insavlo processes Personal Data on behalf of Client, the DPA applies and forms part of this Agreement (as incorporated into the applicable Order or otherwise made applicable by Insavlo's ordering process).

4.5. No AI Model Training. Insavlo will not use Client Data (including any Personal Data comprised in Client Data) to train, fine-tune, or improve any generalised machine learning or artificial intelligence models, except to the extent (a) expressly agreed in writing by Client, or (b) required to provide the Services to Client (for example, to process Client Data to generate the outputs requested by Client through the Services).

5. Orders; Fees and Payment

5.1. Contract Structure. This Agreement contains the general terms for Client's use of the Services. Each Order sets out the specific Services, subscription term and Subscription Fees (and any service-specific or support terms).

5.2. Direct Orders. Where Client purchases Services directly from Insavlo, Client shall pay Subscription Fees in accordance with the applicable Order. Unless expressly stated otherwise in the applicable Order, Subscription Fees are non-cancellable and non-refundable.

5.3. Orders via Partner. Where Client obtains the Services through a Partner, Client's commercial terms with the Partner (including pricing, invoicing, payment, taxes, refunds and credits) apply as between Client and the Partner. Insavlo is not a party to any agreement between Client and the Partner and has no obligation to resolve disputes between them. Insavlo's provision of the Services to Client remains governed by this Agreement and the applicable Order accepted by Insavlo.

5.4. Taxes. Subscription Fees are exclusive of all taxes, levies, duties, or similar governmental assessments. Client is responsible for all such charges (other than taxes based on Insavlo's net income).

5.5. Purchase Orders. Any purchase order or similar document issued by Client is for Client's internal administrative purposes only and has no legal effect, even if referenced by an invoice, unless Insavlo expressly agrees in a written amendment signed by Insavlo.

6. Confidentiality

6.1. Confidential Information. “Confidential Information” means any non-public information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential.

6.2. Protection and Use. The Receiving Party shall: (a) use Confidential Information solely to perform under this Agreement; (b) protect it using at least reasonable care; and (c) disclose it only to its employees, contractors, and professional advisers who have a need to know and are bound by confidentiality obligations no less protective than those herein.

6.3. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public other than through breach; (b) was lawfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully received from a third party without restriction.

6.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by Applicable Laws or court order, provided it gives prompt notice (where legally permitted) and reasonably cooperates with efforts to seek protective treatment.

7. Intellectual Property

7.1. Insavlo IP. Insavlo (and its licensors) retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property rights. No rights are granted except as expressly set out in this Agreement.

7.2. Feedback. If Client provides ideas, suggestions, or feedback, Client grants Insavlo a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate such feedback without restriction or obligation.

8. Warranties; Disclaimer

8.1. Performance Warranty. Insavlo warrants that it will provide the Services in a professional and workmanlike manner.

8.2. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT OR AN ORDER, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND INSAVLO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Indemnities

9.1. IP Indemnity by Insavlo. Insavlo shall indemnify and hold harmless Client from any third-party claim alleging that Client's authorised use of the Services (excluding Client Data) infringes a third party's intellectual property rights, and Insavlo shall pay damages finally awarded (or settlement amounts approved in writing by Insavlo), provided that Client: (a) promptly notifies Insavlo; (b) allows Insavlo sole control of the defence and settlement; and (c) provides reasonable cooperation at Insavlo's expense.

9.2. Exclusions. Insavlo's obligations in Clause 9.1 do not apply to claims arising from: (a) Client Data; (b) Client's combination of the Services with non-Insavlo products/services where the claim would not have arisen but for such combination; (c) use of the Services not in accordance with this Agreement, Documentation, or an Order; or (d) any modification not made by Insavlo.

9.3. Remedies. If the Services become (or in Insavlo's reasonable opinion are likely to become) the subject of an infringement claim, Insavlo may, at its option: (a) procure the right for Client to continue using the Services; (b) modify or replace the Services so they are non-infringing; or (c) terminate the affected Order and refund any prepaid Subscription Fees for the terminated portion of the subscription term.

9.4. Indemnity by Client. Client shall indemnify, defend and hold harmless Insavlo from and against any third-party claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Client Data; or (b) Client's or any Authorised User's use of the Services in breach of this Agreement or Applicable Laws.

10. Limitation of Liability

10.1. Exclusion of Certain Losses. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CLIENT UNDER THE ORDER(S) GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.3. Exceptions. Nothing in this Agreement limits either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited under Applicable Laws.

11. Term; Termination

11.1. Term. This Agreement commences on the earliest of: (a) the date Client accepts this Agreement via an online click-accept mechanism; (b) the date Client executes an Order or Order Form that references this Agreement; or (c) the date Client first accesses or uses the Services, and continues until terminated in accordance with this Agreement. Each Order shall have the subscription term stated in that Order.

11.2. Termination for Cause. Either party may terminate this Agreement or any Order by written notice if the other party materially breaches and fails to cure within thirty (30) days after receipt of written notice specifying the breach (or such shorter period as is reasonable where the breach is not capable of cure within 30 days).

11.3. Effect of Termination. Upon termination or expiry of an Order, Client shall cease use of the Services under that Order.

11.4. Survival. Sections that by their nature should survive will survive, including confidentiality, IP, fees, indemnities, limitation of liability, and dispute resolution.

11.5. Partner Purchases. Where Client obtained the Services through a Partner, any refunds, credits, or payment adjustments are governed by Client's agreement with the Partner, and Insavlo has no obligation to provide such refunds or credits to Client (except to the extent Insavlo and Client expressly agree in writing).

12. Suspension

12.2. Reinstatement. Insavlo will reinstate access promptly after the event giving rise to suspension is cured or no longer applies.

13. Notices

13.1. Notices. Notices under this Agreement shall be in writing and delivered by email to the addresses specified in the applicable Order (or otherwise notified in writing). A notice is deemed received when successfully transmitted, as evidenced by the sender's transmission record, unless the sender receives an automated bounce-back or similar error message.

14. Miscellaneous

14.1. Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.

14.2. Governing Law; Dispute Resolution. This Agreement is governed by the laws of Singapore, without regard to conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in Singapore in accordance with the SIAC Rules in force when the Notice of Arbitration is submitted. The tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English.

14.3. Entire Agreement. This Agreement and the Orders constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals, and communications.

14.4. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

14.5. Order of Precedence. If there is any conflict, the applicable Order prevails over this Agreement for the order particulars (Services, term, fees and any service-specific/support terms), and this Agreement governs all other matters. Where the DPA applies, the DPA prevails to the extent of any conflict solely in relation to Personal Data processing.

14.6. No Partnership or Agency. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.

14.7. Electronic Acceptance. This Agreement may be accepted electronically (including by click-accept), and such acceptance shall have the same legal effect as an original signature.

14.8. No Waiver. A failure or delay by either party to enforce any provision will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

14.9. Force Majeure. Neither party will be liable for delay or failure to perform due to events beyond its reasonable control (including internet/service provider failures, acts of government, labour disputes, or force majeure events), provided it uses reasonable efforts to mitigate and resumes performance as soon as practicable.