1.1The definitions and rules of interpretation in this clause apply in this agreement.

Authorized Users: those employees, agents, and independent contractors of the Customer
who are authorized by the Customer to use the Services and the Documentation, as further
described in clause 2.2(d).

Business Day: any day which is not a Saturday, Sunday or public holiday in Singapore.

Change of Control: the direct or indirect acquisition of either
the majority of the voting stock, or of all, or substantially all,
of the assets, of a party by another entity in a single transaction or a series
of transactions.

Confidential Information: information that is proprietary or confidential and
is either clearly labeled as such or identified as Confidential Information in
clause 11.5.

Customer Data: the data inputted by the Customer, Authorised Users,
or the Supplier on the Customer’s behalf for the purpose of using the
Services or facilitating the Customer’s use of the Services.

Documentation: the document made available to the Customer
by the Supplier online via or
such other web address notified by the Supplier to the Customer from
time to time which sets out a description of the Services and the user
instructions for the Services.

Effective Date: the date of this agreement.

Initial Subscription Term:12 months from the Effective Date.

Normal Business Hours: 9.00 am to 6.00 pm local Singapore time, each Business Day.
Renewal Period: the period described in clause 14.1.

Services: the subscription services with respect
to the Software provided by the Supplier to the Customer under this
agreement via or any other website notified to the
Customer by the Supplier from time to time, as more particularly described
in the Documentation.

Software: the online software applications provided by the Supplier as part
of the Services, as described in the Documentation.

Subscription Fees: the subscription fees payable by the Customer
to the Supplier for the User Subscriptions, as set out in paragraph 1 of Schedule 1.

Subscription Term: has the meaning given in clause 14.1.

Support Services Policy: the Supplier’s policy for providing support in relation
to the Services as made available at or
such other website address as may be notified to the Customer from time to time.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to
clause 9.1 which entitle Authorised Users to access and use the Services and
the Documentation in accordance with this agreement. Virus: anything or device
(including any software, code, file or programme) which may:
prevent, impair or otherwise adversely affect the operation of any
computer software, hardware or network, any telecommunications service,
equipment or network or any other service or device; prevent, impair
or otherwise adversely affect access to or the operation of any
programme or data, including the reliability of any programme or data
(whether by re arranging, altering or erasing the programme or data in whole or part or
otherwise); or adversely affect the user experience, including worms, trojan horses,
viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect
the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body
(whether or not having separate legal personality) and that person’s legal and personal
representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate,
wherever and however incorporated or established.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force
for the time being, taking account of any amendment, extension, or re-enactment
and includes any subordinate legislation for the time being in force made under it.

1.8 A reference to writing or written includes faxes and e-mail but not instant
messaging applications like WhatsApp or Facebook Messenger.

1.9 References to clauses and schedules are to the clauses and schedules
of this agreement; references to paragraphs are to paragraphs of the relevant schedule
to this agreement.

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