End User License Agreement

1. License grant

Subject to your compliance with this Agreement and payment of any applicable fees, Company grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Software during the term of your subscription, solely for your internal business operations, in accordance with any documentation provided.

2. Restrictions

You will not, and will not permit any third party to:

• copy, modify, or create derivative works of the Software;
• reverse engineer, decompile, or disassemble the Software, except to the extent such restriction is prohibited by applicable law;
• sell, resell, sublicense, rent, lease, or otherwise transfer access to the Software to any third party;
• use the Software to build a competing product or service;
• remove or obscure any proprietary notices; or
• use the Software in violation of applicable law, or to store or transmit unlawful, infringing, or harmful content.

3. Ownership

The Software, including all underlying technology, workflows, templates, and documentation, is and remains the property of Company and its licensors. This Agreement does not transfer any ownership rights to you. All rights not expressly granted are reserved.

4. Customer data

As between the parties, you retain all rights to the business data you submit to or connect through the Software ("Customer Data"). You grant Company a limited license to use Customer Data solely to provide, maintain, and improve the Software and Services for you, in accordance with our Privacy Policy and any applicable data processing agreement. Company will apply human-in-the-loop safeguards and access controls consistent with the documentation applicable to your deployment, particularly for any agent action that is externally facing or financially consequential.

5. Fees and payment

Fees, billing frequency, and payment terms are as set out in your order form or a separate agreement with Company. Fees are non-refundable except as expressly stated. Late payments may result in suspension of access after notice.

6. Term and termination

This Agreement is effective from the date you first access the Software and continues until terminated. Company may suspend or terminate your access for material breach of this Agreement that is not cured within a reasonable period after notice, or immediately for unlawful use or non-payment. Upon termination, your right to use the Software ceases immediately; provisions that by their nature should survive (including Sections 3, 4, 7, 8, 9, and 11) will survive.

7. Disclaimer of warranties

The Software is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Company does not warrant that the Software will be uninterrupted or error-free, or that any AI-generated output will be accurate or complete. You are responsible for reviewing and validating any AI-generated output before relying on it, particularly for actions that are financially or legally consequential.

8. Limitation of liability

To the maximum extent permitted by law, Company will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to this Agreement or your use of the Software, even if advised of the possibility of such damages. Company's total liability arising out of or related to this Agreement will not exceed the fees paid by you to Company in the twelve (12) months preceding the event giving rise to liability.

9. Indemnification

You agree to indemnify and hold harmless Company, its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of your breach of this Agreement, your use of the Software, or Customer Data you submit.

10. Confidentiality

Each party will protect the other's confidential information disclosed in connection with this Agreement using at least the same degree of care it uses for its own confidential information of a similar nature, and will not disclose it to third parties except as necessary to perform this Agreement or as required by law.

11. Governing law and dispute resolution

This Agreement is governed by the laws of Singapore, without regard to its conflict-of-law principles. The parties will first attempt to resolve any dispute through good-faith negotiation. Any dispute not resolved within thirty (30) days will be referred to and finally resolved by arbitration in Singapore under the Arbitration Rules of the Singapore International Arbitration Centre (SIAC), with the seat of arbitration in Singapore and proceedings conducted in English.

12. General

• Entire agreement: This Agreement, together with any order form and the Privacy Policy, constitutes the entire agreement between the parties regarding the Software.
• Amendments: Company may update this Agreement from time to time; continued use of the Software after notice of changes constitutes acceptance.
• Assignment: You may not assign this Agreement without Company's prior written consent; Company may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver: Failure to enforce any provision is not a waiver of that provision.
• Notices: Notices to Company should be sent to the company address.