Terms of Use

Effective date: August 1, 2020

STANDARD TERMS OF USE ("AGREEMENT”)

(A) Unravel is in the business of providing software for carbon assessment and management for companies and related consultancy services. Unravel provides its services to customers on the standard terms and conditions set out in this Agreement.
(B) By executing the Cover Service Agreement, you agree that Unravel shall provide the Services to you (as defined below), on the terms and conditions set out in this Agreement.

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, the following words shall have the meanings set out below:

“Additional Services” means the Unravel Software and/or Consultancy Services to be provided by Unravel to you in each additional instance pursuant to a signed Statement of Work;

"Account” means an account enabling Authorised Users to access and use the Unravel Software;

“Affiliate” means, as to any person (the "Subject"), any person that, directly or indirectly, controls, is under common control with, or is controlled by, the Subject, where such control is by the power, directly or indirectly, to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise, and/or such other related person mutually agreed in writing between Unravel and Customer.

“Authorised Users” refers to your (and/or your Affiliates’) officers, employees and agents who are authorised to access and use the Unravel Software;

“Business Day” means any day (other than a Saturday, Sunday or public holiday) on which banks in Singapore are open for normal banking business;

“Confidential Information” means all and any data and information of either Party in any form that is not in the public domain and is proprietary and/or confidential in nature, including but not limited to:

“Authorised Users” refers to your (and/or your Affiliates’) officers, employees and agents who are authorised to access and use the Unravel Software;

“Business Day” means any day (other than a Saturday, Sunday or public holiday) on which banks in Singapore are open for normal banking business;

(a) information concerning its business, Intellectual Property, trade secrets, operations, inventions, dealings, technology, designs, documentation, products, financial information, accounts, dealers’ lists, customer lists, drawings, notes or other information relating to the development, analysis, marketing, sale or supply of any products or services ;

(b) all information or materials prepared in connection with this Agreement or any related subsequent contract and includes, without limitation, all of the following: designs, software, code, programs, drawings, specifications, techniques, models, data, executable and object codes documentation, diagrams, research, processes, ideas, data, “know-how”, development or marketing techniques and materials, information related to customers, the disclosing party or its personnel, pricing policies and financial information, and other information of a similar nature;
(c) the terms of this Agreement; and
(d) in the case of Unravel, this includes but is not limited to the Unravel Data, Unravel Software, Updates, Upgrades and all other deliverables provided by Unravel to you under this Agreement.

but “Confidential Information” excludes any data or information which:

(i) is or becomes available in the public domain without the fault of the receiving party;
(ii) is disclosed or made available to the receiving party by a third party without restriction and without breach of any relationship of confidentiality;
(iii) is independently developed by the receiving party without access to the disclosing party’s Confidential Information; or
(iv) is known to the receiving party prior to disclosure by the disclosing party.

"Consultancy Services" means the consultancy services for tracking and reducing carbon, provided by Unravel to you including any services required to enhance the Unravel Data or complement the Unravel Software;

"Consultant” refers to any employee of Unravel who provides the Consultancy Services on behalf of Unravel to you;

“Customer Data” means the data, statistics and other information whether or not confidential or proprietary (including but not limited to Personal Data and Input Data) provided by or obtained from you under this Agreement;

“Cover Agreement” refers to the Cover Service Agreement between you and Unravel which incorporates the terms of this Agreement by reference.

“Effective Date” refers to the Effective Date set out in the Cover Service Agreement between you and Unravel or such other date as the parties may agree in writing;

“Fees” refers to the amounts set out in Annexure A (Scope of Work and Fees) of the Cover Agreement and any other amounts as may be agreed in writing between the parties for the provision of Initial Services and/or Additional Services;

“Force Majeure Event” means event(s) or condition(s) that is or are outside the reasonable control of the non-performing party, including but not limited to (a) disruptions to the Internet or telecommunications, (b) hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, (c) inability to secure products or services from other persons or entities (including the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, hosting infrastructure service providers, suppliers or subcontractors), (d) power failures, strikes or industrial disputes, insurrections, riots, embargoes, changes to any applicable law, (e) earthquakes, floods, fires, epidemics or pandemics, explosions, fires, floods or other natural disasters, (f) riots, terrorist attacks, wars or

any other acts of enemies;

“Input Data” means all and any data provided by you to Unravel in any form and via any means, including via manual entry or automated API calls to the Unravel Software for processing under this Agreement;

“Initial Services” has the same meaning as set out in the Cover Agreement and refers to the scope of work set out in Annexure A (Scope of Work and Fees) in the Cover Agreement.

“Initial Term” has the same meaning as set out in the Cover Agreement;

“Intellectual Property” means intellectual property rights of any kind including all copyrights, trade mark rights (registered or unregistered), trade secrets, patent rights and other intellectual property rights in all software, information, technology, data, content or other items (in the case of Unravel, this includes but is not limited to the Unravel Data, Unravel Software, Updates, Upgrades and all other deliverables) of either Party.

"Party“ refers to each of you and Unravel, as per the Cover Agreement. Both parties will collectively be referred to as “parties”.

“person” means any individual, entity, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or other agency or political subdivision thereof;

“Personal Data” has the meaning given to it in the data protection law applicable in Singapore from time to time;

“Renewed Term” has the meaning set out in Section 5.2;

“Services” means the Initial Services and/or the Additional Services;

“Statement of Work” means the statement of work to be executed by the parties in the event that you wish to engage Unravel to provide the Additional Services, which shall be in the form set out in Annexure B (Form of Statement of Work);

“Unravel Data” means all and any data, statistics and other confidential and/or proprietary information provided by or obtained by you from Unravel under this Agreement, including any output produced by the Unravel Software by processing the Input Data, reports generated and presented on the Unravel Software dashboard, all analytics data deriving from or relating to the use of the Unravel Software, and all derivative works of such data;

“Unravel Software” refers to Unravel’s software for carbon assessment and management and all parts and components that make up the software which includes (but is not limited to) all computer programs, executable and object code, databases, user interfaces and machine learning algorithms, which are developed, owned and/or created by Unravel (including any Updates or Upgrades);

“Unravel Software License” has the meaning set out in Section 4.1;

“Term” means the Initial Term and/or each Renewed Term, as the context may require; “Update” means a hotfix, patch or minor version update to the Unravel Software; and “Upgrade” means a major version upgrade of the Unravel Software.

ARTICLE 2

SERVICES

2.1 Services.

2.1.1 During the Term, Unravel shall perform the Initial Services for the duration of the Initial Term on the terms and conditions of this Agreement.
2.1.2 Unravel may also provide you with such Additional Services if mutually agreed between Unravel and you in the manner set out in Section 2.2.

2.2 Additional Services.

2.2.1 At any time after Unravel notifies you in writing that it can provide you with Additional Services, you may propose that Unravel provide the Additional Services by issuing a Statement of Work in the form set out in Annexure B (Form of Statement of Work) to Unravel. Unravel may accept each Statement of Work at its discretion.
2.2.2 If Unravel accepts a Statement of Work and the SOW Effective Date of the relevant Statement of Work falls within the Initial Term, the fees payable by you for the Additional Services shall be as set out in Annexure A (Scope of Work and Fees) of the Cover Agreement, pro-rated accordingly for the remaining period of the Initial Term. If the SOW Effective Date is after the Initial Term, the fees for the Additional Services shall be as mutually agreed between Unravel and you.

2.3 Account Limit. You shall be limited to ten (10) Accounts for the provision of the Initial Services. ARTICLE 3

PAYMENTS AND INVOICING

3.1 Service Fees. In consideration of the provision of the Services by Unravel, you shall pay the Fees to Unravel in accordance with this Article 3.
3.2 Expenses. You shall, within thirty (30) days of the date of any written request for reimbursement from Unravel, reimburse Unravel in respect of any and all out-of pocket costs and expenses (charged at the cost incurred by Unravel) that are reasonably necessary for, and incurred in connection with, the performance of Unravel’s obligations under this Agreement.
3.3 Invoicing, Except as otherwise, all amounts payable by will be invoiced.

(a) in respect of the Unravel Software, on an annual basis with such invoice being issued at the commencement of the Term; and

(b) in respect of the Consultancy Services, on a monthly basis, with such invoice being issued on the last day of every calendar month.

(c) Youshallpay,infull,allundisputedinvoiceswithinthirty(30)daysaftertheinvoicedate

Disputes of invoices issued in respect of Consultancy Services must be made by promptly notifying Unravel in writing of the disputed amount with reasons within fourteen (14) days of the invoice date. Otherwise, the invoices will be deemed valid.

Except in the event of manifest / calculation error, all invoices in respect of the Unravel Software cannot be disputed.

3.4 Taxes. All amounts stated in this Agreement (including the Fees) are exclusive of all taxes, duties and other charges, fees and/or levies of a similar nature ("Taxes”). You are solely responsible for paying all Taxes applicable to the Services provided by Unravel.
3.5 Overdue Payments. If any undisputed amount due to be paid by you to Unravel under this Agreement remains unpaid as of the thirty (30) days after the relevant invoice date, Unravel reserves the right to:
(a) charge you interest on the overdue amount at the rate of 2% per month (which interest will be calculated from the date the amount was originally due, and accrue daily until the date of actual payment) or the maximum amount permitted by applicable laws, whichever is greater; and/or
(b) suspend the performance of any of its obligations pursuant to this Agreement (including the suspension of any Services).
3.6 Revision of Fees. The Fees may be revised by mutual agreement of both parties in writing. Annexure A (Scope of Work and Fees) of the Cover Agreement shall be amended accordingly to reflect any revision in the Fees.
3.7 No Refund. Except as provided otherwise in this Agreement, all Fees are non-refundable. ARTICLE 4

UNRAVEL SOFTWARE LICENSE TERMS

4.1 Unravel Software License. Subject to your performance of your obligations under this Agreement, Unravel grants to you a limited, non-exclusive, revocable, non-sublicensable and non-transferable license (the “Unravel Software License”) to access and use the Unravel Software solely for your internal business operations in accordance with this Agreement.
4.2 Term of Unravel Software License. The Unravel Software License shall be valid with effect from the Effective Date until the date of termination of this Agreement.
4.3 Access and Use. You shall only use the Unravel Software as permitted in this Agreement and you do not have any right to sell, transfer or otherwise distribute the Unravel Software and/or any rights, title and/or interests relating thereto.
4.4 Third-Party Software. If any portion of the Unravel Software comprises third party software, your use of the third party software will be governed entirely by the terms and conditions of the licence agreement accompanying such third party software.
4.5 Upgrades and Updates. From time to time, Unravel may issue Updates and Upgrades to the Unravel Software. For so long as you have a Unravel Software License, you are eligible to receive such Updates and Upgrades.
4.6 Restrictions on Use. In relation to the Unravel Software License, you shall not, and shall not permit any person to (save as otherwise permitted in this Agreement):
(a) make the Unravel Software available to any person, other than an Authorised User;
(b) copy, republish, distribute, transfer, sell, license or otherwise make available the Unravel Software to any third party;
(c) modify or create derivative works based upon the Unravel Software;
(d) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Unravel Software;
(e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Unravel Software; or
(f) access or use the Unravel Software in order to build a similar product or competitive product.

ARTICLE 5

TERM AND TERMINATION

5.1 Term. This Agreement commences on the Effective Date and shall continue in force for the Initial Term unless terminated earlier in accordance with this Article 5.
5.2 Renewal. This Agreement may be renewed at a revised Fee to be mutually agreed between the Parties, and on substantially the same terms and conditions, for successive twelve (12) month terms after each Term (each, a “Renewed Term”) by you issuing a notice in writing to Unravel to renew this Agreement no less than thirty (30) calendar days prior to the expiry of the Initial Term or prevailing Renewed Term, as the case may be.
5.3 Termination by Unravel. Unravel may terminate this Agreement:
(a) At any time by giving you thirty (30) calendar days’ prior written notice to terminate. In such case, Unravel shall refund any Fees in respect of the Unravel Software only for any incomplete period;
(b) Immediately by giving you notice in writing if you breach any provision of Article 4.
5.4 Termination by Either Party. Either Party may terminate this Agreement with immediate effect by issuing the breaching Party notice in writing in the following instances:

(a) In the event that a Party is in material breach of its obligations under this Agreement (which includes but is not limited to a breach of any payment obligation) that is not capable of remedy or, where such breach is capable of remedy is not remedied within thirty (30) days of receipt of a written notice from the non-breaching Party requiring such breach to be remedied;
(b) In the event that a party persistently breaches this Agreement, regardless whether such breaches comprise material breaches or collectively constitute a material breach;
(c) In the event that a party has provided false, incorrect or misleading information, or otherwise withheld information, in either case which is material to the performance of its obligations hereunder.

5.5 Effects of Termination. Upon the expiration or termination of this Agreement:

(a) all licences granted by each party to the other party under or in connection with this Agreement (including the Unravel Software License but excluding the licenses granted under Sections 9.1 and 9.2) shall automatically expire;
(b) Unravel has no further obligation to provide, and shall terminate the provision of, all Services to you;
(c) you shall within seven (7) days following the termination of this Agreement pay to Unravel all amounts due and payable under this Agreement;
(d) all provisions of this Agreement that by their nature shall survive termination of this Agreement shall continue to have full force and effect, in particular (but not limited to) Article 4 (Unravel Software License Terms), Article 8 (Intellectual Property Rights), Article 9 (Use of Data), Article 10 (Confidentiality), Article 11 (Indemnification) and Article 12 (Limitation of Liabilities).

5.6 Accrued Rights. Except to the extent provided otherwise herein, the termination of this Agreement shall not affect any rights, obligations or liabilities of either party which accrue before termination or which are intended to continue to have effect beyond termination.
5.7 No Refund. Save as provided in Section 5.3(a), you are not entitled to any refund of any Fees paid in respect of any Services in any incomplete period.

ARTICLE 6

CUSTOMER UNDERTAKINGS

You acknowledge and undertake the following:

(a) to comply with, and procure all Authorised Users to comply with, all provisions of this Agreement and all applicable laws in connection with their use of the Unravel Software and the Services. For the avoidance of doubt, you are solely responsible for all activities conducted under the Accounts, and the acts and omissions of all Authorised Users;
(b) to obtain all rights, permissions or consents from the Authorised Users and any other third parties that are necessary for it to perform its obligations (including the grant of rights and licences to Unravel) under this Agreement;
(c) to use your best efforts to adopt and maintain industry standard security measures in relation to the administration of its Account access details, including but not limited to (i) notify Unravel immediately of any unauthorised use of any password or user identification or any other known or suspected breach of security; (ii) report to Unravel immediately and use its best efforts to stop any unauthorised use of the Unravel Software that is known or suspected by you or any Authorised User; and (iii) not provide false identity information to gain access to or use the Unravel Software; and
(d) not to, without the prior written consent of Unravel, either during the Term or within the period of twelve (12) months following the termination of this Agreement engage, employ or solicit for engagement or employment any Consultant, employee or subcontractor of Unravel who has been involved in any way in the negotiation and/or performance of this Agreement.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants to the other party that:

(a) it is a corporation duly incorporated, organised or operating under the laws of its jurisdiction of incorporation;
(b) it has the power and capacity to enter into this Agreement and to exercise all rights and perform all obligations hereunder and all corporate and other actions required to authorise the execution and performance of this Agreement have been taken, and this Agreement constitutes legal, valid and binding obligations of such party. Each party shall act in accordance with the other party’s reasonable request (including but not limited to exercising its power as a shareholder) in order to give effect to this Agreement; and
(c) its entry into this Agreement and its acceptance of the provisions hereof are not in breach of (i) any regulatory or legal requirement of any jurisdiction applicable to it; and/or (ii) any other agreement to which it is a party; and/or (iii) its memorandum and articles of association or (as the case may be) constitution, or any other constitutional documents.

7.2 Disclaimer of warranties.

(a) Except as expressly provided herein and to the maximum extent permitted by applicable laws, Unravel makes no representation about the suitability or accuracy of the Services, the Unravel Software and/or the Unravel Data for any purpose, and makes no warranties, either express or implied, including merchantability and fitness for a particular purpose, or that the use of the Services, the Unravel Software or the Unravel Data will not infringe any intellectual property rights or other rights of any third party. The Services, Unravel Software and Unravel Data are provided “as-is”. All carbon estimates are estimates by their nature, and Unravel does not warrant that the carbon estimates are accurate and you shall be responsible for the execution of

all solutions in relation thereto.

(b) The warranties set out in this Agreement are the only warranties that each party gives to the other party in respect of all matters contemplated in this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the maximum extent permitted by applicable laws. Each party acknowledges that it has not relied on any representation and/or warranty made by the other party which has not been expressly stated or referred to in this Agreement.

ARTICLE 8

INTELLECTUAL PROPERTY RIGHTS

8.1 Intellectual Property Rights. Except as otherwise provided in this Agreement, all Intellectual Property Rights created, supplied or made available by either Party under this Agreement will remain the property of that Party. You acknowledge that Unravel’s Intellectual Property Rights include but are not limited to the Unravel Software, Unravel Data and deliverables provided under this Agreement (such as Upgrades and Updates). Except as otherwise provided in this Agreement, neither Party grants to the other Party any licence or other right in or to such Intellectual Property Rights.
8.2 No Rights Granted. You have no rights in or to any of Unravel’s Intellectual Property Rights except to use them in accordance with this Agreement. You have no right to the Unravel Software in source code form.
8.3 Feedback. You grant to Unravel a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into the Services any suggestions, enhancement requests, recommendation or other feedback provided by you, including by your Authorised Users.
8.4 Modification and Reverse Engineering. In relation to Unravel’s Intellectual Property Rights and the Unravel Software License, and in addition to Section 4.6:

(a) you shall not, and shall not permit any person to (save as otherwise permitted in this Agreement), copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, re-post or re-publish to other applications or websites, change, or distribute, license, sub-license, transfer or otherwise make available to any third party any aspect of Unravel’s Intellectual Property Rights in any manner;
(b) you shall not, and shall not permit any person to, use Unravel’s Intellectual Property Rights or any materials incidental thereto to develop any products or services (including any software, hardware or firmware) that is competitive with the Unravel Software. Any such modifications shall immediately become the sole and exclusive property of Unravel and Unravel shall own all right, title and interests to such modified products, and any and all copyrights, patents and trade secrets related thereto; and
(c) you shall inform Unravel of any technical improvements or inventions made by you or any other party on its behalf relating to the Unravel Software, and provide further details as may be requested by Unravel. All such improvements or inventions shall become the property of Unravel, and you agrees to execute any and all documents requested by Unravel in order to perfect its rights thereof, and any and all Intellectual Property relating thereto.

8.5 Further Assurance. You undertake and agree to cooperate with and assist Unravel in the protection of all its Intellectual Property Rights (including those licensed to you) and you shall inform Unravel immediately of any infringements or other improper action relating thereto that may come to your attention.

ARTICLE 9

USE OF DATA

9.1 Customer Data.

9.1.1 Unravel acknowledges that Customer Data belongs to you. During the term of this Agreement, to enable Unravel to provide the Services, you give Unravel a non-exclusive, royalty-free and irrevocable licence to use the Customer Data under the terms of this Agreement.
9.1.2 You warrant the accuracy, quality, legality, reliability and appropriateness of Customer Data.

9.2 Unravel Data.

9.2.1 Unravel gives you a perpetual revocable, non-exclusive, non-transferable licence to use the Unravel Data that has been downloaded by you as part of the Services, provided that (a) you use the Unravel Data only in the ordinary course of business; (b) your use of the Unravel Data complies with Article 10 (Confidentiality); (c) you shall be solely responsible for the use of the Unravel Data, including but not limited to, any loss or damage arising from any accidental disclosure of the Unravel Data due to an act or omission of you and/or your Authorised User(s); and (d) in the event that Unravel gives prior written consent to any disclosure of the Unravel Data, you shall give due credit to Unravel for the use of any Unravel Data and if you identify Unravel or use any logo, identifying mark and/or trade mark of Unravel you shall do so only with the prior written consent of Unravel and in accordance with any guidelines that may be issued by Unravel.

9.3 Personal Data

9.3.1 In respect of any Personal Data collected, used, disclosed or processed under this Agreement, each party shall ensure that it complies with all applicable data protection and privacy laws, including the maintenance of an appropriate privacy policy.
9.3.2 By disclosing Personal Data to each other, each party warrants that it has complied with applicable data protection and privacy laws pertaining to disclosure of such Personal Data.
9.3.3 Each party shall take appropriate technical and organisational measures (and, if applicable, information security policy) against any unauthorised or unlawful disclosure, or accidental loss or destruction of, or damage to, any such Personal Data.

ARTICLE 10

CONFIDENTIALITY

10.1 Confidentiality Obligations. Each party shall at all times keep confidential and not use or disclose to any third party the Confidential Information except as permitted by this Article 10 and for the purposes of performing their obligations under this Agreement.
10.2 Permitted Disclosures. Notwithstanding Section 10.1 above, the receiving party may disclose Confidential Information:

on a need-to-know basis and/or to the extent necessary for the receiving party to perform its obligations under this Agreement, to its Affiliates and/or its Affiliates’ officers, directors, employees, auditors, advisors, subcontractors and other persons providing services to it (in all cases under terms preserving confidentiality of the Confidential Information which are at least as restrictive as those under this Agreement);

(a) where requested or required by law, regulation and/or any court of competent jurisdiction or any competent banking, taxation, judicial, governmental, supervisory, regulatory or equivalent body, and in this respect the receiving party shall (to the extent legally permitted) provide the disclosing party with prior notice of such compelled disclosure and reasonable assistance at disclosing party’s cost, if the disclosing party wishes to contest such compelled disclosure;

(b) or with the consent of the disclosing Party.

ARTICLE 11

INDEMNIFICATION

11.1 Indemnity. Subject to Section 11.2 below, each party (an “Indemnifying Party”) shall indemnify, hold harmless and, at no expense to the other party, defend such other party and its respective directors, officers, employees, and authorized agents and other representatives (each an “Indemnified Party”) from and against any and all claims, demands, actions, suits, proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’ fees and court fees) brought against the Indemnified Party (collectively, “Claims”) arising from, or related in any manner whatsoever to the Indemnifying Party’s (a) actual or alleged breach of this Agreement; (b) fraud, wilful misconduct or negligence; and (c) actual or alleged infringement or other violation of a third-party’s intellectual property rights. The indemnity in this Article 11 does not apply to the extent that such Claim arises as a result of fraud, wilful misconduct or gross negligence on the part of the Indemnified Party.
11.2 Exercise of Indemnity Rights for Third-Party Claims. The right of the Indemnified Party to indemnification hereunder by the Indemnifying Party for Claims shall be subject to:

(a) the Indemnified Party giving the Indemnifying Party prompt written notice of any Claim(s), for which it is seeking indemnification, although the Indemnified Party’s failure to provide such prompt notice will not relieve the Indemnifying Party of any obligation or liability under this Article 11 except to the extent the Indemnified Party has been materially prejudiced by such failure;
(b) the Indemnifying Party shall have sole control of the defence and any settlement or other resolution of such Claim with legal counsel approved by both parties;
(c) the Indemnified Party shall at all times fully cooperate with, and at the Indemnifying Party’s expense, provide such assistance as reasonably requested by the Indemnifying Party, in connection with any investigation or defense of such Claim; and
(d) the Indemnified Party shall not enter into any settlement, compromise or other resolution of any Claim, without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld or delayed

11.3 Settlement of Claims. Subject to Section 11.2(d), any compromise or settlement of any Claim may be committed to by the Indemnified Party must include the following unless otherwise agreed by the Indemnifying Party:
(a) it includes a full discharge and release of liability for the Indemnifying Party; and
(b) it involves no admission or commitment by or on behalf of the Indemnifying Party other than the payment of money to be fully indemnified hereunder by the Indemnified Party.
11.4 Unravel Election. If any claims are made, or in Unravel’s reasonable opinion are likely to be made, by any third party alleging that Unravel’s Intellectual Property rights are infringed by the provision of or your use of the Unravel Software under this Agreement, Unravel may at its own cost and expense:

(a) procure for you the right to continue using the Unravel Software in accordance with this Agreement; or
(b) modify the Unravel Software in such a way that such Unravel Software will no longer infringe the relevant Intellectual Property rights.

ARTICLE 12

EXCLUSION & LIMITATION OF LIABILITY

12.1 Consequential Losses etc. Unravel shall not be liable to you (whether in contract, tort (including negligence) or under any other theory of liability, and notwithstanding any advice or knowledge of the possibility of such loss) for any indirect or consequential loss, pure economic loss (including loss of profits, loss of earnings, loss of business or goodwill), anticipated or incidental losses (including loss of anticipated savings, increase in bad debt, failure to reduce bad debt) or loss or corruption of any data, database or software that you may incur or experience by reason of its having entered into or relied on this Agreement or arising out of or related to this Agreement.
12.2 Limitation of Liability. Notwithstanding Section 12.1, in no event shall Unravel’s aggregate liability arising out of or related to this Agreement (whether in contract, tort (including negligence) or under any other theory of liability) exceed the aggregate amounts paid and payable by you to Unravel under this Agreement during the 12-month period immediately preceding the date on which the claim first arose.

ARTICLE 13

MISCELLANEOUS

13.1 Marketing and Promotional Material. Unravel may use your identifying logo or trademark or any other of your identifying marks, and patent markings (collectively, the “Licensed Marks”), in connection with the sale, marketing and promotion of the Services in all marketing or promotional material, including but not limited to, flyers and website advertising or marketing and you hereby grant Unravel a licence in respect of the Licensed Marks for the foregoing purposes only.
13.2 Costs and Expenses. Each party shall bear their own respective costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the performance of their respective obligations hereunder.
13.3 No Agency, Partnership etc. Nothing in this Agreement shall be deemed to constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitment on the other party's behalf.
13.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior oral and written agreements, memoranda, understandings and undertakings between the parties relating to the subject matter of this Agreement.
13.5 Force Majeure. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than an obligation to make payment), that obligation will be suspended for the duration of the Force Majeure Event. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay on the part of that party performing any obligation under this Agreement (other than an obligation to make payment), must promptly notify the other party of that fact, and inform the other party of the period for which it is estimated that such failure or delay will continue. Notwithstanding the foregoing, a party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event. In the event a Force Majeure Event lasts for more than sixty (60) days, the other party has the right to immediately terminate this Agreement upon giving written notice.
13.6 Waivers. Failure by any Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
13.7 Amendments. Any amendments or modifications to this Agreement must be in writing and executed by the authorised representative(s) of each Party.
13.8 Successors and Assigns. No party shall have the right to assign all or any part of its interest in this Agreement without the prior written consent of the other party, provided that Unravel may assign this Agreement without your prior written consent to (a) any of its Affiliates and to (b) a successor in interest pursuant to any reorganisation, merger, consolidation or transaction. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns.
13.9 Subcontracting. Unravel may at its sole discretion appoint subcontractors to perform its obligations under this Agreement, provided, however, that Unravel shall not be relieved of any of its obligations under this Agreement.
13.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original, but all of which together constitute one and the same agreement.
13.11 Severability. If any provision or any portion of any provision of this Agreement is held invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is impossible, the relevant provision or part of provision shall be deemed deleted. Any modification or deletion of a provision or part of provision hereunder shall not affect the validity and enforceability of the rest of the Agreement.
13.12 Time of Essence. Any date, time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time shall be of the essence.
13.13 Contracts (Rights of Third Parties) Act. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2010 of Singapore to enforce or to enjoy the benefit of any term of this Agreement.
13.14 Governing law and Jurisdiction. This Agreement shall be governed by, and construed, in accordance with, the laws of Singapore.
13.15 Dispute Resolution.
13.15.1 In the event of any disputes, controversies, or differences arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (a "Dispute"), the parties agree to first meet and discuss in good faith a possible resolution thereof.
13.15.2 If the Parties are still not able to resolve the Dispute by good faith negotiations within thirty (30) days of the start of such discussions, then unless any of the parties indicate by written notice that they do not agree to submit the Dispute to mediation within fourteen (14) days of the end of such negotiations, the Dispute shall be submitted for mediation in Singapore at the Singapore International Mediation Centre ("SIMC”) in accordance with SIMC’s Mediation Rules for the time being in force.
13.15.3 Either party may submit a request for mediation to SIMC upon which the other party will be bound to participate in the mediation within thirty (30) days thereof. Every party to the mediation must be represented by senior executive personnel or its equivalent with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SIMC. The mediation will take place in Singapore in the English language and parties agree to be bound by any settlement agreement reached.
13.15.4 In the event that the Dispute cannot be resolved by according to the procedure above, then the Dispute shall be finally submitted to the non-exclusive jurisdiction of the courts of Singapore.