Terms of Service

Last Updated: 11 Jul 2024

PLEASE READ THESE PLATFORM TERMS OF SERVICE (THESE “TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR USE OF THE PLATFORM (DEFINED BELOW). YOU ARE ADVISED TO FULLY UNDERSTAND YOUR OBLIGATIONS AND RISKS UNDER THESE TERMS BEFORE USING IT. IF YOU HAVE ANY CONCERNS WITH THESE TERMS, PLEASE CONSULT A PROFESSIONAL ADVISOR BEFORE ENTERING INTO AND ACCEPTING THESE TERMS.

You will be deemed to have accepted and agreed to these Terms by: (i) using Innovenx Pte. Ltd.'s (“Innovenx”) Intellifend platform (the “Platform”); (ii) agreeing to any other Documentation that references and/or incorporates these Terms; and/or (iii) using the Service in any way (the “Commencement”), on such date that the Commencement begins.

References to “you”, “your” and “User” shall refer to you as the person who has accepted and agreed to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its relevant affiliates (as a User) to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and are not permitted to use the Platform.

These Terms may be changed by us from time to time without any prior notice. You may determine if any such changes have taken place by referring to the “Last Updated” date on which these Terms were last updated. You are encouraged to check for any updates to these Terms prior to your use of the Platform. Your continued use of the Service constitutes your acknowledgement and acceptance of these Terms as changed from time to time.

1. GENERAL DEFINITIONS AND INTERPRETATION

1.1. Definitions

“Account-Related Information”	means contact information, payment information about a User's representatives and contacts used for marketing, opening of new Accounts to use the Service, and maintaining existing Accounts;
“Account”	means your account registered on the Platform, and “Accounts” shall mean collectively more than one Account;
“Affiliates”	means any entity controlling, controlled by, or under common control with the referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise;
“Claims”	means claims submitted by the User to Innovenx pursuant to these Terms;
“Credentials”	means the User's username and password used to access its Account;
“Confidential Information”	has the meaning specified in Clause 13.1;
“Documentation”	means the technical user documentation provided by Innovenx in connection with the Service;
“DDos Attacks”	means distribute denial of service attacks;
“Disclosing Party”	has the meaning specified in Clause 13.1;
“Force Majeure Events”	has the meaning specified in Clause 14.9;
“Feedback”	has the meaning specified in Clause 8.2;
“Intellifend Bot Management”	has the meaning specified in Clause 2.1;
“Indemnified Parties”	has the meaning specified in Clause 11.1;
“Intellectual Property”	means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;
“Incident”	means any set of circumstances resulting in a failure to meet a commitment outside of the scheduled and/or urgent maintenance window;
“Incident Notification”	means an effort to notify the User when an Incident has been detected by Innovenx;
“Initial Period”	means the minimum period of 12 months for which the User must acquire the Service, as set out or referred to in a Quotation Form;
“Platform”	means the group of Innovenx-controlled servers, hardware and associated software that are responsible for delivering the Service;
“Personal Information”	means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, including but not limited to: (i) identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol (IP) address, email address, account name, social security number, driver's licence number, government identification card number, passport number, or other similar identifiers; (ii) any patient, medical records or other protected or regulated health information; (iii) any financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations; or (iv) information defined as “personal information,” “personally identifiable information,” “personal data,” or similar expressions under applicable privacy laws or data security laws, including the Personal Data Protection Act 2012;
“Planned Maintenace”	has the meaning specified in Clause 3.3.1;
“Proof-of-Concept”	means the period of demonstration of the Platform in principle with the aim of verifying that it has practical potential;
“Privacy Policy”	means the privacy policy of Innovenx, as published on the Platform.
“Response Time”	means the maximum amount of time that it shall take for an authorised representative of Innovenx to acknowledge and respond to an Incident, commencing when it has been reported by the User or made known to an authorised representative of Innovenx through a monitoring system implemented by Innovenx, and for the avoidance of doubt, “Response Time” shall not mean any commitment by Innovenx whatsoever that the Incident shall be resolved within the prescribed Response Time;
“Receiving Party”	has the meaning specified in Clause 13.1;
“Service”	means the Intellifend service designated in these Terms, provided through and on the Platform, including those set out in Clause 2.1 and/or such other services as may be offered on the Platform from time to time and as set out or referred to in a Quotation Form;
“Quotation Form”	means (a) Innovenx's quotation form (in electronic or hard copy) that the User submits to Innovenx and Innovenx accept to order a new Service or to vary, reconfigure, renew or cancel an existing Service; or (b) any statement of work agreed by the User and Innovenx and executed by the User and Innovenx's respective authorised representative setting out the scope of any professional or consulting services that Innovenx provide to the User under this Terms of Service;
“Service Start Date”	means the first day that the Service is installed and ready-for-use, as determined by Innovenx;
“Service Outage”	means a period in which the Service is detected by Innovenx's internal monitoring system to be completely unavailable for at least five (5) minutes, as determined by Innovenx's internal monitoring system;
“Service Term”	has the meaning specified in Clause 2.2.1;
“Service Availability Percentage”	means, in respect of any particular month during the Service, the percentage of time which the Service is available, and shall be calculated in accordance with Clause 3.1.2;
“Service Level”	means the service level commitments set forth in Clause 3 and any other standards that Innovenx chooses to adhere to and by which it measures the level of service provided to the User;
“Service Level Credits”	means the credits that will be awarded by Innovenx due to a failure of the Service, and such credits shall only be awarded in accordance with these Terms;
“Unutilised Amount”	has the meaning specified in Clause 14.9.3; and
“Usage Data”	has the meaning specified in Clause 8.3.

1.2. Interpretation

1.2.1.	The terms defined in Clause 1.1 and elsewhere in these Terms will have the meanings therein specified for the purpose of these Terms. Any reference to a Clause in these Terms is a reference to a clause of these Terms.
1.2.2.	Where applicable: “Innovenx” and “we” refers to Innovenx Pte. Ltd. (UEN No.: 202343804C) and/or its related corporations and references to “us” and “our” shall be construed accordingly; references to “Terms” are to these Intellifend Terms of Service, as may be revised, amended or supplemented from time to time, which expression shall where the context so admits, include any one of them; and the expression “written” or “in writing” means the representation or reproduction of words or symbols or other in-formation in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including but not limited to, electronic mails) or otherwise.
1.2.3.	In these Terms, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa.
1.2.4.	No rule of law or interpretation to the effect that an ambiguity in a document is to be construed against the party drafting or preparing a document shall apply in respect of these Terms.
1.2.5.	Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
1.2.6.	The headings used in these Terms are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms.

1.3. This Agreement consists of:

1.3.1.	subscription package upon registration; and
1.3.2.	the terms and conditions set out in this document (the Terms).
If there is an inconsistency between the parts of these Terms, the document listed earlier in Clause 1.3 will prevail to the extent of the inconsistency.

2. SERVICES

2.1. General Description of Services

Innovenx's bot defense system is a specialized service designed to identify, monitor, and manage bot traffic on a website (“Intellifend Bot Management”), so as to distinguish between legitimate bots (like search engine crawlers) and malicious bots (such as scrapers, spammers, and automated attackers) that aim to carry out fraudulent activities. Intellifend Bot Management uses techniques like behaviour analysis and machine learning modelling, enabling businesses to block or control unwanted bot traffic, and thereby safeguarding the integrity and performance of digital assets.

2.2. Service Term

2.2.1.	The term for each Service commences on the Service Start Date and continues for the Initial Period,unless terminated or renewed in accordance with this Agreement (“Service Term”).
2.2.2.	After the Initial Period, the Service Term for each Service will automatically extend on a year-to-year basis on existing terms (which for the avoidance of doubt shall incorporate these Terms as may be updated from time to time), unless either party notifies the other party in writing (at least 30 days before any automatic extension) that it does not wish to extend the Service Term automatically. Any written notice pursuant to this Clause to be provided to Innovenx shall be via email to [email protected].
2.2.3.	If the User terminates a Service prior to the end of its Service Term (as may be extended from time to time), the User shall pay a termination fee equivalent to 12 months of the fees in respect of the Service. The User irrevocably, unconditionally and absolutely acknowledges that this termination fee is a reasonable estimate of the losses to Innovenx as a result of the early termination of the Service, and does not constitute a penalty.

3. SERVICE LEVELS

3.1. Service Availability

3.1.1.

Innovenx commits to Service Availability Percentage of 99.5% on a month-to-month basis for the duration of the Service Term. In the event that Innovenx fails to meet the Service Availability Percentage in a particular month, the User may be eligible to receive Service Level Credits. The eligibility of a User to receive Service Level Credit is prescribed in Clause 3.5.

3.1.2.

Service Availability Percentage shall be calculated in the following manner:

Service AvailabilityPercentage = \frac{A - B}{A} \times 100 %

Where:

A : refers to the total number of minutes in a particular month.

B : refers to the total number of minutes that the User experienced a Service Outage (as determined by Innovenx's internal monitoring system) in the same particular month.

3.2. Customer Support and Response Time

3.2.1.	All Users of the Platform will have access to customer support services provided by Innovenx twenty-four (24) hours a day. Innovenx will address the report according to the priority levels as set out in Clause 3.2.2 below.
3.2.2.	Innovenx commits to the following Response Time, which varies based on the priority table as set out:

Case	Scope	Response Time
Priority 1	Complete shutdown of the User's production system due to Service Outage caused by Innovenx	Within four (4) hours
Priority 2	Partial impairment to the User's production system caused by Innovenx	Next working day
Priority 3	General/Biling Guidance	Within three (3) working days

3.3. Planned Maintenance

3.3.1.	From time to time, Innovenx may need to schedule maintenance in connection with the Service (“Planned Maintenance”). The User shall be notified of the Planned Maintenance at least seventy-two (72) hours in advance through the email address registered by the User with Innovenx.
3.3.2.	Where Innovenx need to conduct emergency maintenance, repairs and modification to the Service or network, Innovenx shall aim to give the User at least 24 hours' notice.

3.4. Latency and Optimisation

During the time of an Incident and some time following an Incident, increased latency across all affected Services is to be expected and may be experienced by the User. Innovenx may provide assistance to the User in mitigating latency. The provision of assistance by Innovenx does not in any way whatsoever constitute a guarantee, representation, warranty, or an assumption of responsibility or liability by Innovenx in any form whatsoever that latency will be reduced. Without prejudice to the foregoing, the Service Levels shall not apply for the duration of the latency and the User shall not be entitled to receive Service Level Credit in respect of the latency, notwithstanding that the Service may be active in the course of the latency.

3.5. Service Level Credits

3.5.1. Notification of potential Incidents

a.	In the event the User becomes aware of potential Incidents, the User shall open a support ticket with Innovenx as soon as it is practicable, but in any case no later than three (3) calendar days upon the occurrence of such Incident.
b.	The support ticket shall provide the following details to facilitate efficient triaging and resolution of the Incident: the detailed description of the Incident, including without limitation: the relevant dates and times of the Incident; the duration of the Incident; and the nature of the Incident; the time it was reported to Innovenx's service desk and any test or performance data to corroborate your support ticket; and any error messages or codes.
c.	Following Innovenx's response to a supporting ticket, Innovenx shall work with the User to identify and resolve any Incident. Innovenx will consider a supporting ticket to be resolved if: the User agrees that the Incident is resolved; the source of the Incident lies with a third party, in which case, Innovenx will continue to assist the User and act as a resource to the User while the User works with the third party to resolve such Incident; or the User does not respond to a query or request from Innovenx regarding an Incident after seven (7) consecutive days. Notwithstanding this paragraph (b)(iii), Innovenx will re-open the support ticket if the User contacts Innovenx any time after the Incident was deemed closed by Innovenx to report that the Incident has not yet been resolved.

3.5.2. Submission of Claims

a.	The User must submit a Claim as a prerequisite to be entitled to receive Service Level Credits.
b.	To claim a Service Level Credit, the User must have opened a support ticket as prescribed under Clause 3.5.1, which shall require the provision of the details prescribed under Clause 3.5.1. Without prejudice to the foregoing, the User shall provide the following additional details: network trace routes; the affected targets; and any attempts made by the User to resolve the Incident.
c.	A Claim must be submitted within thirty (30) days from the date of the reported Incident, failing of which, the User cannot make any claim against Innovenx in respect of the reported Incident.

3.5.3. Review of Claims

The final decision as to the entitlement of the User to Service Level Credits shall rest with Innovenx, in consultation with the User. Innovenx shall utilise all reasonably available information to validate the Claims and exercise good faith judgment regarding the occurrence of an Incident and the applicability of the Service Level Credits.

3.5.4. Determination of Service Level Credits for Service Outage

In determining the Service Level Credits owed to the User in respect of Incidents that are determined to be Service Outage, Innovenx will utilise all reasonably available information to ascertain the duration of the period of Service Outage.

If Innovenx determines that a Service Outage has occurred, it will notify the User of the Service Outage, and the User shall receive such Service Level Credits calculated based on the following manner:

if the Service Availability Percentage is between 98.50% to 99.49%, Innovenx shall provide the User with 5% service credit off the monthly fee payable by the User;
if the Service Availability Percentage is between 97.50% to 98.49%: Innovenx shall provide the User with 10% service credit off the monthly fee; and
if the Service Availability Percentage is below 97.50%, Innovenx shall provide the User with 20% service credit off the monthly fee.

PROVIDED ALWAYS THAT:

Innovenx has committed to the User to Service Availability Percentage of 99.5% on a month-to-month basis;
the Service Outage constitutes a Priority 1 case;
the User complies with the requirements prescribed under Clauses 3.5.1 and 3.5.2; and
the Service Outage is not due to any event listed under Clause 3.6.2.

The Service Level Credits shall only be applied to the User's next billing cycle.

3.6. Exclusions

3.6.1.

The Service Level Credits are not available the Users during trial, Proof-of-Concepts, or the provisioning phase.

3.6.2.

Where the failure of the Service (including Service Outage) is due to any events listed under this Clause 3.6.2, Innovenx will not be liable for any failure to meet a Service Level (including the payment of any Service Level Credits). These events include but are not limited to:

a.	problems with the User's equipment;
b.	Force Majeure Events as stated in Clause 14.9;
c.	unlawful or negligent acts by the User, its agents, or its suppliers;
d.	problems with the User's domain name registrar or domain name system;
e.	network unavailability, including but not limited to telecommunications problems beyond Innovenx's control;
f.	misuse by the User;
g.	Planned Maintenance;
h.	breach of any Terms by the User;
i.	downtime or unavailability of the Service due to DDoS Attacks; or
j.	any faults, downtime, unavailability or failure not caused by Innovenx, or which is caused or contributed to by an act or omission of you or your representative or any third party.

3.7. Use of Service Level Credits

Upon award of Service Level Credits to a User, Innovenx shall deduct the Service Level Credits from the amount payable by the User in the User's next immediate billing cycle. No rollover of Service Level Credits shall be permitted. In the event that the Service Level Credits cannot be utilised prior to the end of the Service Term, the remaining Service Level Credits shall be deemed to be irrevocably forfeited.

4. USER'S COMMITMENT

4.1. You

4.1.1.	must provide us with all reasonable assistance and access to your premises, information, network, infrastructure, equipment and systems as required by us to provide the Services;
4.1.2.	must ensure that all equipment connected to the Services by you, or on your behalf, is technically compatible with the applicable Service and that your premises and the equipment complies with, and is used, in accordance with all reasonable procedure and all applicable laws;
4.1.3.	must use the Services strictly for internal business purposes only;
4.1.4.	must not modify, copy, or create derivative works based on the Service or its Documentation;
4.1.5.	must not sublicense, sell, resell, rent, lease, transfer, assign, distribute, or make the Service accessible to third parties;
4.1.6.	must not engage in reverse engineering of the Service;
4.1.7.	must not interfere with, or impose an undue burden on, the Service or Innovenx's systems and clients;
4.1.8.	must abide by all applicable laws when using the Services;
4.1.9.	must not try to circumvent any usage limits or quotas set by the Service;
4.1.10.	must not introduce or store any code that causes harm to a computer system in relation to the Service;
4.1.11.	must not probe, scan, or test the vulnerabilities of the Service without prior written consent to Innovenx;
4.1.12.	must not publish or perform benchmark tests or analyses of the Service, except for internal usage only;
4.1.13.	are solely responsible for the content and security of any data or information which you send or receive using the Services; and
4.1.14.	are solely responsible for selecting, supplying and maintaining your own facilities and equipment.

5. FEES AND PAYMENT

5.1. Fees and Payment

5.1.1.	You shall make payable to Innovenx the charges in the Quotation Form, which can be in any one of the following: monthly recurring charges as set out in the Quotation Form (where applicable), which shall be billed monthly in advance; or yearly recurring charges as set out in the Quotation Form (where applicable), which shall be billed in advance.
5.1.2.	Innovenx will commence billing you for the Service on the Service Start Date, or as otherwise set out in the Quotation Form. All charges are payable within thirty (30) days of the date of invoice. Any invoice outstanding beyond these thirty (30) days shall be considered a late payment. In the event of a late payment, Innovenx reserves the rights to charge an interest rate of 5% of the total invoice amount (calculated on a weekly basis) until the payment is paid in full by you.
5.1.3.	In the event of late payment, Innovenx reserves the right to cease all ongoing services, support and project deliverables until the full repayment and the right to pursue legal action to recover the outstanding balance, including all associated legal costs.
5.1.4.	Innovenx shall bill the User for sales tax, goods and services (“GST”) or value added taxes (“VAT”) (as may be applicable), which may be presented as a separate line item on each invoice or included in the relevant prices. You are required to pay any use, withholding, or similar taxes (including reverse charge with respect to GST and VAT) or levies, whether domestic or foreign, as may be applicable, other than taxes based on the income of Innovenx.

5.2. Payment Methods

5.2.1.	You hereby confirm and agree that you are subject to the applicable user agreement of its payment method. You may not claim against Innovenx or any of its agents, for any failure, disruption or error in connection with your chosen payment method. Innovenx reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
5.2.2.	You shall make payment to purchase the Service via the following three payment methods: PayNow, which will be subject to the following terms: you shall scan the PayNow QR code only once to prevent duplicates. For duplicate top-ups, Innovenx will issue the refund to you through such method as notified to the User at the relevant time; the PayNow QR code is only valid for a limited period of time in accordance with the time period stated on the QR code page; and in the event that the PayNow transaction is automatically reversed through no fault of Innovenx, Innovenx reserves the right to claim or clawback such amounts that were mistakenly recorded directly from you. credit and/or debit cards, which are subject to the terms and conditions of the relevant banks and credit card issuers; or telegraph transfers to Innovenx's bank account, as specified in the invoice, unless otherwise advised.
5.2.3.	All charges for the Service and any other amounts due are payable in the Singapore Dollars unless otherwise agreed in writing.

5.3. Disputing Invoices

5.3.1.	If you genuinely dispute an invoice, you: must promptly notify Innovenx of the disputed amount in writing (including details of the dispute) and provide Innovenx with any other information Innovenx reasonably request; and shall pay the disputed amount first, which shall be refunded to you as soon as reasonably practicable in the event that the resolution of the dispute in your favour.
5.3.2.	You may only make a claim that the charges on an invoice for the Service are incorrect within 12 months of the invoice due date.

6. SUSPENSION OF SERVICE

In addition to any of Innovenx's other rights or remedies (including but not limited to any termination rights set forth herein), Innovenx reserves the right to suspend a User's access to the Service if: (i) such User's outstanding invoices are thirty (30) days or more overdue; (ii) Innovenx determines such User has carried out a material breach of these Terms; or (iii) Innovenx determines that suspension is necessary to prevent harm or liability to other Users or third parties, or to preserve the security, stability, availability or integrity of the Service. Innovenx will have no liability for taking action as permitted above in this Clause. However, unless these Terms have been terminated in respect of the User, Innovenx will cooperate with such User to restore access to the Service once it verifies that the User has resolved the circumstance requiring suspension (in the case of a circumstance that is able to be resolved).

7. DATA PROTECTION

In accordance with the Personal Data Protection Act 2012 and all other applicable data protection laws (as the case may be), the data protection terms relating to processing of Account-Related Information are contained in our Privacy Policy, which can be accessed at https://innovenx.com/files/Innovenx-Privacy-Policy.pdf. To the extent that there is any conflict between any provision of these Terms and our Privacy Policy, the contents of our Privacy Policy shall prevail in respect of such conflict in so far as the matters of data protection are concerned.

8. OWNERSHIP

8.1. Intellectual Property of Innovenx

8.1.1.

Any use of the Platform and/or the Service by you and any information properly given to you, whether relating to you or not, through your use of the Platform and/or the Service is granted subject to these Terms and pursuant to a limited, non-exclusive, non-transferable, non-sublicensable licence granted by Innovenx, and is revocable at any time at our sole discretion. Except for these rights expressly granted to you, these Terms do not grant you any rights or licence by implication or otherwise with respect to any of part of the Platform.

8.1.2.

The Intellectual Property subsisting in the Platform (including, for the avoidance of doubt and without limitation, any improvements, updates, upgrades, error-corrections or other modifications thereto, and any derivative work based thereon), belongs to or has been licensed by us unless specifically labelled otherwise. To the extent such Intellectual Property belongs to us, we retain all rights, title and interest to such Intellectual Property.

8.2. Feedback

8.2.1.

Without affecting the general nature of the previous Clauses, you agree that Innovenx shall be the sole and exclusive owner of all rights to any and all feedback provided by you in relation to the Platform or the Service, and any ideas, inventions and/or improvements (whether protectable by any Intellectual Property protection or not) conceived or derived or resulting from such feedback or embodied therein (collectively, “Feedback”).

8.2.2.

You hereby irrevocably assign to Innovenx any and all rights that you may have in such Feedback, and to the extent such rights may not be assigned under applicable law, you hereby grant Innovenx a royalty-free, perpetual, worldwide, exclusive, irrevocable licence to use such Feedback for any purpose, including commercial purposes.

8.3. Usage Data

Notwithstanding anything to the contrary herein, the User agrees that Innovenx may obtain and utilise Personal Information and/or technical data about the User's use of the Service (“Usage Data”) to analyse, improve, market, support and operate the Service and otherwise for any business purpose during and after the term of these Terms, provided that Innovenx may only utilise such Personal Information and/or Usage Data, where such utilisation is non-personally identifiable with respect to the User.

8.4. Customer Portfolio and Representation

The User expressly agrees that Innovenx may identify it by name and/or logo (where applicable) as a User of the Platform and/or the Service on Innovenx's website and all other promotional materials utilised by Innovenx.

9. TERMINATION

9.1. Termination

9.1.1.	Upon termination of the Service in respect of a User, the User will, in respect of such terminated Service, immediately cease any and all use of and access to the Service. Innovenx reserves the right to require that the User deletes any other confidential information owned by Innovenx in its possession. Each User acknowledges that following termination it will have no further access to the Platform, and that Innovenx may delete any such data as may have been stored by Innovenx at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
9.1.2.	Innovenx may terminate or suspend all or part of the Service without prior notice or liability if you breach any of the Terms or conditions of the Terms.
9.1.3.	Any termination of these Terms shall be without prejudice to any rights or obligations (including in respect of any antecedent breaches) accrued prior to the date of such termination.

9.2. Survival

The following Clauses will survive any expiration or termination of these Terms: Clause 5 (Fees and Payment), Clause 6 (Suspension of Service), Clause 7 (Data Protection), Clause 8 (Ownership), Clause 9 (Termination), Clause 10 (Limited Warranty), Clause 11 (Indemnity and Liability), Clause 12 (Credentials), Clause 13 (Confidentiality) and Clause 14 (General Terms).

10. LIMITED WARRANTY

10.1. Warranty Disclaimer

10.1.1.	ALL SERVICES AND THE PLATFORM ARE PROVIDED “AS IS”. NEITHER INNOVENX NOR ITS AFFILIATES MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. INNOVENX DOES NOT WARRANT THAT USERS' USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. INNOVENX WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF INNOVENX. USERS MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
10.1.2.	Without prejudice to the generality of Clause 10.1.1, save as expressly provided for in these Terms, Innovenx hereby fully disclaims any and all warranties, representations, and responsibilities regarding any aspect of the Service and the Platform (or any part thereof) that: may be provided by third parties, including but not limited to telecommunication providers and cloud service providers; the Service and Innovenx's network will be accurate, timely, secure, free of interruptions or errors, or free from external interference of any nature or that any identified defect will be correct; and the Service and the Platform are free from computer viruses, spyware, adware or other malicious, destructive, or corrupting code, program, data or macro, or any other features that may affect any device(s) and/or data contained within.
10.1.3.	To the fullest extent permitted by applicable law, all representations or warranties, whether express or implied, statutory, or otherwise, regarding the services and the Platform (or any part thereof), are hereby excluded.
10.1.4.	Innovenx shall not, under any circumstances, be liable for any damages, loss, or expense, including any interference or damage to any device(s) or data contained within, in connection with any access, use, or participation in the services and the Platform (or any part thereof). Innovenx further fully disclaims any and all warranties, representations, and responsibilities regarding any aspect of the Services and the Platform (or any part thereof) that may be provided by third parties, including but not limited to telecommunication providers and cloud service providers. Innovenx shall not, under any circumstance, be liable for any default, breach, or inaction of such third-party providers.
10.1.5.	The User acknowledges and agrees to take precautions (at its own expense) to ensure that the processes, measures and/or device(s) it employs for accessing the Service and Platform do not expose the user to the risk of computer viruses, spyware, adware, or other malicious, destructive or corrupting computing code or other forms of interference or damage to the User's device(s) or data contained within.

10.2. Specific Disclaimers

TO THE EXTENT PERMITTED BY LAW, INNOVENX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM (I) THE TRANSFER OF DATA OVER PUBLIC COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, OR (II) ANY DELAY OR DELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE PROVIDER NOT CONTRACTED BY US, AND THE PLATFORM USER ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. EACH USER ACKNOWLEDGES THAT INNOVENX CANNOT GUARANTEE THE ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING, SPYWARE, AND VIRUSES. ACCORDINGLY, INNOVENX SHALL NOT BE LIABLE FOR ANY UNAUTHORISED DISCLOSURE, LOSS OR DESTRUCTION OF THE USER'S DATA ARISING FROM SUCH RISKS AS LONG AS SUCH RISK CANNOT BE ATTRIBUTED TO GROSS NEGLIGANCE OR WILFUL MISCONDUCT ON INNOVENX'S PART.

11. INDEMNITY AND LIABILITY

11.1. Indemnification by Users

11.1.1.	Without prejudice to any other provisions under these Terms, each User agrees to indemnify, defend and hold harmless Innovenx and its directors, officers, employees, members, representatives, parent companies, subsidiaries, affiliates, agents, partners, administrators, predecessor and successor entities and assigns (collectively, the “Indemnified Parties”) at all times and keep the Indemnified Parties indemnified against all actions, proceedings, losses (whether direct, indirect or consequential), loss of profit (whether revenue or anticipated profits), damages (whether in tort, contract or otherwise) taxes, expenses, costs, claims, demands and liabilities whatsoever (present, future, contingent or otherwise and including legal fees on a full indemnity basis) and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual party rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses which may be sustained, suffered or incurred by the Indemnified Parties as a result of, arising from or in connection with the exercise of Innovenx’s rights hereunder, each User’s use of the Platform and/or the Service, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of these Terms by such User, the violation by such User of any rights of another person or entity or the breach by such User of any statutory requirement, duty or law.
11.1.2.	The User acknowledges and agrees that: Innovenx has no control over the Internet, which is compromised of distinct entities and networks that are independently owned, operated and controlled; the Service may, from time to time, be unavailable due to disruptions, malfunctions or cessation of Internet services provided by other Internet service providers or any constituent networks forming the Internet; Innovenx shall not be liable for the damages incurred when the services are temporarily or permanently unavailable including due to disruption, malfunction, cessation of Internet services by external factors beyond the control of Innovenx, or due to any accident, misuse or abuse by the User; and Innovenx shall not be liable to any party for any breach of security on the User’s network or for any loss, theft, or misuse of any information, including but not limited to the User’s Confidential Information and the information of its customers, as the Internet is inherently an insecure network and not under the control of Innovenx.
11.1.3.	Neither Innovenx nor any of its directors, officers, employees, members, representative, parent companies, subsidiaries, affiliates, agents, partners, administrators, predecessor and successor entities, assigns, contractors and suppliers shall be liable in contract, tort (including negligence or breach of statutory duty), strict liability or otherwise howsoever and whatever the cause therefor for any direct, indirect, punitive, incidental, special, consequential damages, losses, costs, expenses, liabilities of any nature whatsoever, including without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether revenue or anticipated profits) or losses to third parties, suffered or incurred by the Users as a result of, arising out of or in connection with the access or the use, performance or provision of the Service and the Platform, including, without limitation, the following: any delay or inability to use the Platform or the Service; the provision or failure to provide the Platform or the Service; any information, data, software, products, services and related graphics obtained through the Platform or the Service; and any reliance on any statement, opinion, representation or information on the Platform or the Service.
11.1.4.	Clause 11.1.3 shall also apply to the loading, installation or use of the Platform or the Service, irrespective of whether Innovenx has been advised of such a possibility.
11.1.5.	Without prejudice to the generality of Clause 11.1.3, Innovenx’s total liability (if any) for any loss or damage (whether on the basis of contract, tort, strict liability or otherwise) relating to or arising from any and all matters, events or circumstances pertaining to any financial transaction shall not exceed the amount of fees paid by the User.

11.2. Limitation of Liability

11.2.1.	Without prejudice to exclusions and limitations of liability of Innovenx under these Terms, and to the extent permitted by law, in no event will Innovenx or its officers, directors, agents, and employees, be liable to any User under these Terms or otherwise, regardless of the form of claim or action: in respect of any damages, loss or expense, including but not limited to interference or damage to any device(s) or data contained within; in respect of any access, use or participation of the Service and the Platform (or any part thereof); and in respect of any interruption, unavailability or malfunction of the User’s platform resulting from DDoS Attacks. and in no event will Innovenx or its officers, directors, agents, and employees, be liable to the User for consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the use of the Platform or these Terms, even if Innovenx has been advised of the possibility of such damages or costs. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.
11.2.2.	In the event of a potential DDoS Attack: the User acknowledges that the Service does not include protection against such attacks and agrees that Innovenx will not be responsible for any loss, damage or inconvenience caused by these attacks; Innovenx aims to provide notifications to which the speed and manner of such notifications may vary depending on the severity and nature of the attack. For the avoidance of doubt, this notification is a courtesy service and not an obligation on the part of Innovenx; and any requests generated as a result of or in connection with such attacks shall be deemed normal requests under these Terms. Consequently, all such requests will be subject to standard billing procedures and rates applicable to the User’s service plan. The User shall bear financial responsibility for these requests and agrees to be billed accordingly.
11.2.3.	Without prejudice to the generality of the foregoing, and solely of the avoidance of doubt, if Innovenx fails to meet a Service Level, our liability shall be limited to the Service Level Credits only.

11.3. Nature of Claims and Failure of Essential Purpose

To the extent permitted by law, you agree that the waivers, disclaimers and limitations specified in these Terms apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is intended to apply in respect of non-performance of a condition.

11.4. Consumer Protection (Fair Trading) Act of Singapore

The User agrees and acknowledges that the User is retaining the Services entirely in the course of its business, and not as a consumer (including for purposes of the Consumer Protection (Fair Trading) Act of Singapore).

12. CREDENTIALS

12.1.	By acting as a User, you represent and warrant that you are at least 18 years old. Where a User is not at least 18 years old but has been granted permission to access and use the Platform by a User, the User granting such permission agrees and undertakes to take full responsibility for the acceptance and compliance with these Terms.
12.2.	In order to access the Service, you may be required to register an Account. To register for an account, you must provide us with accurate, complete and updated information as may be required upon registration.
12.3.	You are responsible for the security of your Account-Related Information, including without limitation your username and password in relation to your Account. You must take all appropriate measures (including but not limited to changing your password from time to time) to ensure the security and confidentiality of your username and password. In the event of any compromise in the security of your username and/or password, you must inform us immediately and change your password. Until such notification is received and confirmed by us and access to your account is disabled at your request, you shall be responsible for all consequences arising from any unauthorised or fraudulent use of your account.
12.4.	You are solely responsible for any and all of your actions carried out on the Platform. Any violation of these Terms may result in the termination of your Account at our sole discretion.
12.5.	We reserve the right to restrict, suspend or terminate your Account at any time and in any manner at our sole discretion, including but not limited to reasonable suspicions of any compromised Credentials or usage by an authorised entity.
12.6.	Upon any restriction, suspension or termination of your Account, we shall issue replacement Credentials upon your request. For the avoidance of doubt, the Credentials are intended solely for individual use and shall not be shared or used by more than one person. However, the Credentials can be reassigned to different individuals if required.
12.7.	Upon termination of the Service, all Credentials will be deactivated.

13. CONFIDENTIALITY

13.1.

Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (the “Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

13.2.

Except as expressly authorised herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms.

13.3.

The Receiving Party may disclose Confidential Information to its employees, agents, contractors (including but not limited to cloud and hosting service providers) and other representatives having a legitimate need to know (including, for Innovenx, its subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Clause 13.3 and that the Receiving Party remains responsible for compliance by any such representative with the terms of Clause 12.

13.4.

If the Receiving Party becomes aware of any breach of confidence by any of its employees, agents, contractors or other representatives as stated in Clause 13.3, the Receiving Party shall notify the Disclosing Party and provide all reasonable assistance in connection with any proceedings that the Disclosing Party may initiate against any such employees, agents, contractors or other representatives.

13.5.

The Receiving Party’s confidentiality obligations under this Clause 13.5 will not apply to information that the Receiving Party can document:

13.5.1.	was rightfully in its possession or known to it prior to receipt of the Confidential Information;
13.5.2.	is or has become public knowledge through no fault of the Receiving Party;
13.5.3.	is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;
13.5.4.	is independently developed by employees of the Receiving Party who had no access to such information; or
13.5.5.	in respect of information on the Platform, any information found on parts of the Platform which are publicly accessible.

13.6.

The Receiving Party may make disclosures to the extent required by administrative or judicial process, applicable law, or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.

13.7.

The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

14. GENERAL TERMS

14.1. Assignments and Transfers

Users shall not, without the prior written consent of Innovenx, assign, transfer, or sub-contract these Terms and/or any of your rights or obligations under these Terms, and any unauthorised assignment shall be null and void. Innovenx may, at any time, freely assign, transfer or sub-contract these Terms or any or all of its rights or obligations under these Terms.

14.2. Severability

If any provision of these Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further.

14.3. Communications

General questions and communications regarding the Platform and any notices to Innovenx regarding these Terms should be made to [email protected]. Innovenx may contact and notify you at the email address you have provided to us. You are required to keep your contact information current.

14.4. Notices

14.4.1.	Any notice regarding a breach of these Terms must be in writing and hand-delivered or sent by certified mail (return receipt requested), registered mail or express courier to the other party’s contact person specified in the Quotation Form.
14.4.2.	All other notices and consents must be in writing and sent by email or regular mail to the other party’s contact person specified in the Quotation Form.
14.4.3.	Either party may change its notice details at any time by notifying the other party in accordance with Clause 14.4.2.

14.5. Third Party Rights

The Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore shall not under any circumstances apply to these Terms and any person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in these Terms) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce these Terms.

14.6. Amendments

Innovenx may at any time give Users notice of any amendment, variation, revision, supplement or any other charge to these Terms by publishing an updated version of these Terms, through a notification by e-mail or such other means as Innovenx shall deem fit. Changes shall take place on and from the date specified, on and from the date of such notice and shall apply to all use of Innovenx’s Platform and Services. Without prejudice to the foregoing, the continued use of the Platform and/or acceptance of Innovenx’s Services after such change shall be deemed as acceptance and agreement to the same from the relevant User.

14.7. Electronic Signatures

The parties agree that an electronic signature shall have the same effect as a handwritten signature.

14.8. Entire Agreement

These Terms and the documents referred to in it supersede all previous Terms between the parties (if any), and each party acknowledges that in agreeing to enter into these Terms, it has not relied on any representation, warranty, or any other assurance except those set out in these Terms.

14.9. Force Majeure

14.9.1.	Innovenx shall not be in breach of these Terms, nor be liable for any failure or delay in the performance of any other obligations under these Terms arising from or attributable to acts events, omissions, accidents beyond its reasonable control, including but not limited to any of the following: acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotions or riots; nuclear, chemical or biological contamination or sonic boom; fire, explosion or accidental damage; collapse of building structures, failure of plant machinery, machinery, computers or vehicles; interruption or failure of utility service, including but not limited to electric power, gas or water; any labour disputes, including but not limited to strikes, industrial action or lockouts; any interruption to the Platform or the Service outside the reasonable control of Innovenx; and/or acts of any government or authority.
14.9.2.	In the event that any such delay or non-performance continues for a period in excess of 120 days, Innovenx shall have the right to terminate these Terms by giving the User 14 days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.
14.9.3.	In the event of termination of these Terms by Innovenx pursuant to Clause 14.9.2: if the billing arrangement between Innovenx and the User is a monthly recurring charge, Innovenx shall cease the billing arrangement and the User will not be charged the monthly recurring charge in the next billing cycle immediately after the written notice of termination stipulated in Clause 14.9.2; or if the billing arrangement between Innovenx and the User is a yearly recurring charge, Innovenx shall cease the billing arrangement and as soon as practicable after the end of the Service Term, refund to the User the Unutilised Amount, which shall be calculated in the following manner: $Unutilised Amount = \frac{A}{B} \times C$ A: refers to the number of unutilised days remaining in the year under the billing arrangement following the termination of these Terms pursuant to Clause 14.9.2. B: refers to the number of days in the year calculated for the purpose of the yearly recurring charge. C: refers to the amount required to paid per year in respect of the yearly recurring charge under the billing arrangement between Innovenx and the User.

14.10. Relationship of parties

Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship between Innovenx and the User. No party pursuant to these Terms has authority to enter into agreements of any kind on behalf of the other and no party shall be considered the agent of the other.

14.11. Remedies

No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statutes or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a party hereto shall not constitute a waiver by such party of the right to pursue other available remedies. No failure on the part of a party hereto to exercise, and no delay in exercising any right under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of any right thereof or of the exercise of any other right.

14.12. No Waiver of Rights

A failure or delay in exercising any right, power or privilege in respect of these Terms will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.

14.13. Governing Law and Arbitration

14.13.1.

These Terms will be governed and construed in accordance with the laws of Singapore.

14.13.2.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in the English language, administered by the Singapore International Arbitration Centre in accordance with the arbitration rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 14.13.2. The seat of the arbitration shall be Singapore and the tribunal shall consist of one (1) arbitrator.