This Insavlo On-Premises Software End User Licence Agreement (“Agreement”) governs Client's installation and use of Insavlo's on-premises software and related components (the “Software”). “Client” means the entity (or individual acting in a business capacity) that installs, accesses, or uses the Software.

This Agreement applies whether Client obtains the Software directly from Insavlo or through an authorised partner or reseller. For Software 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 installation and use of the Software 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 INSTALLING, ACCESSING, OR USING THE SOFTWARE, 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 INSTALL, ACCESS, OR USE THE SOFTWARE.

1. Definitions

1.1. “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.

1.2. “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.

1.3. “Authorised Users” means Client's employees and individual contractors authorised by Client to install and/or use the Software, within the licence scope/metric stated in the applicable Order.

1.4. “Client Data” means any data, content, documents, files, or other information processed by or through the Software by or on behalf of Client or its Authorised Users.

1.5. “Documentation” means Insavlo's then-current user guides, technical documentation, and installation/configuration instructions for the Software.

1.6. “Order” means an order form, quote, or other written ordering document executed by Client and accepted by Insavlo (or, where the Software is obtained through a Partner, an order arranged through the Partner and accepted by Insavlo) that specifies the Software, licence scope/metric, licence term (if any), fees, and any service-specific or support terms.

1.7. “Professional Services” means implementation, onboarding, configuration, integration, training, customisation, and/or other professional services provided by Insavlo.

1.8. “SOW” means a written statement of work signed by Insavlo and Client describing Professional Services, including at minimum the scope, deliverables, timeline, assumptions/dependencies, fees, and (if applicable) acceptance criteria.

1.9. “Software” means Insavlo's on-premises software and related components specified in an Order, including any Updates provided by Insavlo under the applicable Order.

1.10. “Updates” means patches, bug fixes, minor enhancements, and new versions of the Software that Insavlo makes available to Client under an Order (if any).

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

2. The Software

2.1. Licence Grant. Subject to Client's compliance with this Agreement and payment of applicable fees, Insavlo grants Client a limited, non-exclusive, non-transferable, non-sublicensable licence during the licence term stated in the applicable Order to install and use the Software solely for Client's internal business purposes, in accordance with the Documentation and within the licence scope/metric stated in the Order.

2.2. Modifications. Insavlo may modify the Software and Documentation from time to time, including by adding, removing, or changing features, particularly for security, compliance, stability, or performance reasons. Where reasonably practicable, Insavlo will use commercially reasonable efforts to provide advance notice of changes that may materially impact Client's use of the Software.

2.3. Delivery; Installation. Insavlo will provide the Software to Client by the method specified in the applicable Order (e.g., installer, container image, download link, repository access). Client is responsible for installing and operating the Software in its environment unless otherwise agreed in an SOW.

2.4. Licence Keys; Technical Controls. Insavlo may use licence keys, activation, or technical controls to enforce the licence scope/metric. Client shall not circumvent, disable, or interfere with such controls.

2.5. Updates. If Updates are included in the applicable Order, Insavlo may make Updates available during the applicable term. Client is responsible for installing Updates unless Insavlo agrees otherwise in writing. Updates are deemed part of the Software and are governed by this Agreement.

3. Use of the Software

3.2. Client Responsibilities. Client is responsible for its IT environment, networks, system security, access controls, backups, and disaster recovery, and for protecting the Software from unauthorised access or use. Client is responsible for ensuring its use does not exceed the licence scope/metric stated in the applicable Order.

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

4.2. On-Prem Processing Model. The Software is intended to operate within Client's environment. Except for any access expressly agreed in writing for Professional Services or support, Insavlo does not receive or process Client Data.

4.3. Remote Access for Support/Services. If Client requests remote support or Professional Services and provides Insavlo access to Client systems or data, Client authorises Insavlo to access and process Client Data solely as necessary to provide the requested support/services, subject to Applicable Laws and any data protection terms the parties agree.

4.4. No AI Model Training. Insavlo will not use Client Data to train, fine-tune, or improve any generalised machine learning or artificial intelligence models, unless expressly agreed in writing by Client.

5. Orders; Fees and Payment

5.1. Contract Structure. This Agreement contains the general terms for Client's installation and use of the Software. Each Order sets out the specific Software, licence scope/metric, licence term, fees, and any service-specific or support terms.

5.2. Direct Orders. Where Client purchases the Software directly from Insavlo, Client shall pay fees in accordance with the applicable Order and any applicable SOW. Unless expressly stated otherwise in the applicable Order or SOW, fees are non-cancellable and non-refundable.

5.3. Orders via Partner. Where Client obtains the Software 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 Software licence and any related rights to Client remains governed by this Agreement and the applicable Order accepted by Insavlo.

5.4. Taxes. 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. Any terms included in, incorporated into, referenced by, or linked to a purchase order are rejected and have no effect, 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; Feedback

7.1. Insavlo IP. Insavlo (and its licensors) retain all right, title, and interest in and to the Software and Documentation, including all intellectual property rights.

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. Professional Services

8.1. Insavlo may provide Professional Services only under an SOW signed by Insavlo and Client. The scope, deliverables, timeline, acceptance criteria, and fees/payment terms for Professional Services will be set out in the applicable SOW.

9. Warranties; Disclaimer

9.1. Limited Warranty. Insavlo warrants that, during the applicable licence term, the Software, when used in accordance with this Agreement and the Documentation, will perform in all material respects in accordance with the Documentation. Insavlo further warrants that any Professional Services provided under an applicable SOW will be performed in a professional and workmanlike manner.

9.2. Exclusive Remedy. Client's exclusive remedy, and Insavlo's sole liability, for breach of the foregoing warranty shall be for Insavlo, at its option, to: (a) repair or replace the non-conforming Software; (b) re-perform the non-conforming Professional Services; or (c) if Insavlo determines the foregoing is not commercially reasonable, terminate the affected Order or SOW and refund the prepaid, unused fees for the affected portion.

9.3. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT OR AN ORDER/SOW, THE SOFTWARE, DOCUMENTATION, AND ANY PROFESSIONAL SERVICES 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.

10. Indemnities

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

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

10.3. Remedies. If the Software becomes (or in Insavlo's reasonable opinion is likely to become) the subject of an infringement claim, Insavlo may, at its option: (a) procure the right for Client to continue using it; (b) modify or replace it to be non-infringing; or (c) terminate the affected Order and refund any prepaid, unused fees for the terminated portion (if applicable).

10.4. Indemnity by Client. Client shall indemnify, defend, and hold harmless Insavlo from and against third-party claims arising out of: (a) Client Data; or (b) Client's or any Authorised User's use of the Software in breach of this Agreement or Applicable Laws.

11. Limitation of Liability

11.1. 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 OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. 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 FEES PAID OR PAYABLE BY CLIENT UNDER THE ORDER(S) GIVING RISE TO THE CLAIM; PROVIDED THAT, FOR ANY RECURRING OR TERM-BASED FEES, THE CAP SHALL NOT EXCEED THE FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.3. 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.

12. Term; Termination

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

12.2. 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.

12.3. Effect of Termination. Upon termination or expiry of an Order, Client shall cease use of the Software under that Order and uninstall/disable it to the extent reasonably practicable. Clauses which by their nature should survive shall survive, including confidentiality, intellectual property, fees, disclaimers, indemnities, limitation of liability, and dispute resolution.

12.4. Partner Purchases. Where Client obtained the Software 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 otherwise in writing.

13. Notices

13.1. 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, 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, together with the applicable Order and any SOW, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, warranties, understandings, and communications relating to that subject matter.

14.4. Order of Precedence. If there is any conflict between this Agreement and an Order, the applicable Order prevails solely with respect to the order particulars, including the Software, licence scope/metric, term, fees, and any service-specific or support terms expressly set out in that Order. If there is any conflict between this Agreement and an SOW, the SOW prevails solely with respect to the Professional Services described in that SOW. This Agreement governs all other matters unless the parties expressly agree otherwise in writing.

14.5. No Partnership or Agency. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship. Neither party has authority to bind the other.

14.6. 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.

14.7. Force Majeure. Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, provided it uses reasonable efforts to mitigate.

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

14.9. 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.

14.10. 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.