Terms of Service

This Software as a Service Agreement is made on [AGREEMENT DATE] (the “Effective Date”) between Powerhouse Consulting Group Pte. Ltd. – “optasiAR” brand owner, whose principal place of business is at 160 Robinson Road SBF Center Unit #24-09 Singapore 068914 (the “[PARTY A ABBREVIATION]”) and [PARTY B NAME], whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY B ADDRESS] (the “[PARTY B ABBREVIATION]”).

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Term

This agreement begins on the Effective Date and will continue until terminated (the “Term”). 

Grant of License to Access and Use Service

Company hereby grants to Customer, including to all Customers’ Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the service (the “Service”) solely for Customer’s internal business operations in accordance with the terms of this agreement and the Company’s online terms of use.

Training and Support Services

1. Training. Company shall, at Company’s expense, provide Customer’s employees with the initial training services necessary and desirable to operate the Software, as further described in training videos in Company’s Knowledge Base and at Customer’s offices and [on days and times the parties agree to in writing.]
2. Support
   1. Initial Support. For the [12] month period beginning on the Effective Date, and at Company’s own expense, Company shall provide Customer with 
      1. telephone or electronic support during Company’s normal business hours in order to help Customer locate and correct problems with the Software, and
      2. internet-based support system generally available seven days a week, twenty-four hours a day. 
   2. Renewed Support. After the initial [12] month support period, Customer may elect to renew Company’s support services under this paragraph [SUPPORT] for additional [12] month periods, at Company’s then-current service rates.

Service Levels

1. Applicable Levels. Company shall provide the Service to Customer with a System Availability of at least [98]% during each calendar month.
2. System Maintenance. Company may 
   1. take the Service offline for scheduled maintenances that it provides Customer the schedule for in writing (though this scheduled maintenance time will not count as System Availability), and
   2. change its schedule of maintenances on [one] month written notice to Customer.
3. System Availability Definition
   1. Percentage of Minutes per Month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
   2. Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from 
      1. scheduled maintenance,
      2. events of force majeure,
      3. malicious attacks on the system,
      4. issues associated with Customer’s computing devices, local area networks or internet service provider connections, or
      5. Company’s inability to deliver services because of Customer’s acts or omissions.

Data Protection 

Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information. 

Data Privacy

Company may collect, use and process Customers’ data only in accordance with Company’s online privacy policy.

Data Breach

In the event of any unauthorized access or theft of Customer data, Company will promptly notify Customer and perform all actions as Customer considers reasonably necessary to remedy or mitigate the effects of the data breach. The parties will coordinate and cooperate in good faith on developing the content of any related public statements or any required notices.

Confidentiality

1. Confidentiality Obligation. The receiving party will hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.
2. Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].
3. Non-Disclosure. Neither party will disclose Confidential Information to a third party without the disclosing party’s written consent.

Publicity

1. Use of Logos. Customer hereby grants Company [a non-exclusive, non-transferrable, non-sublicensable, and royalty-free license to] [use and reproduce] Customer[‘s name, logos, and trademarks ][on] Company’s[ customer lists, advertising, and website.]
2. Press Releases. After the Effective Date, Company may issue a high-level press release announcing the parties relationship and transactions under this agreement. 

Fees

Customer will pay Company a monthly subscription fee of $[SUBSCRIPTION FEE AMOUNT] (the “Subscription Fee”) for the Service.

Customer Restrictions

Customer will not:

1. distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
2. modify, alter, or create any derivative works of the Software;
3. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
4. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
5. upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. 

Ownership of Intellectual Property

Company will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including Company’s name, logos. and trademarks reproduced through the Service.

Termination

1. Termination on Notice. Either party may terminate this agreement for any reason on a 30 business days’ notice to the other party.
2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
   1. the other party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
   2. the failure, inaccuracy, or breach continues for a period of 14 Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
3. Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time [three] times over any 12 month period. 

Effect of Termination

1. Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
2. Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
3. Recovery of Data. Customer will have 30 days from the date of termination to retrieve any of the data that Customer wishes to keep.

Indemnification

1. Indemnification by Company. 
   1. Indemnification for Infringement Claims. Subject to paragraph [EXCLUSIONS], Company (as an indemnifying party) shall indemnify Customer (as an indemnified party) against all losses and expenses arising out of any proceeding 
      1. brought by a third party, and
      2. arising out of a claim that the Services infringe the third party’s Intellectual Property rights.
   2. Qualifications for Indemnification. Company will be required to indemnify Customer under paragraph [INDEMNIFICATION FOR INFRINGEMENT CLAIMS] only if 
      1. Customer’s use of the Services complies with this agreement and all documentation related to the Services,
      2. the infringement was not caused by Customer modifying or altering the Services or documentation related to the Services unless Company consented to the modification or alteration in writing, and
      3. the infringement was not caused by Customer combining the Services with products not supplied by Company, unless Company consented to the combination in writing.
2. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding 
   1. brought by either a third party or an indemnified party, and
   2. arising out of the indemnifying party’s willful misconduct or gross negligence.
3. Notice and Failure to Notify
   1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall 
      1. notify the indemnifying party of the indemnifiable proceeding, and
      2. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
   2. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
4. Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Limitation on Liability

1. Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
2. Maximum Liability. Company’s liability under this agreement will not exceed the fees paid by Customer under this agreement during the [12] months preceding the date upon which the related claim arose.

General Provisions

1. Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
2. Amendment. This agreement can be amended only by writing signed by both parties.
3. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
4. Notices
   1. Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party’s address for the purposes of this section.
   2. Receipt of Notice. A notice given under this agreement will be effective on
      1. the other party’s receipt of it, or
      2. if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it. 
5. Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws rules.
6. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
7. Waiver. The failure or neglect by a party to enforce any of the rights under this agreement will not be deemed to be a waiver of that party’s rights. 
8. Force Majeure. A party will not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
   1. beyond the reasonable control of a party,
   2. materially affects the performance of any of its obligations under this agreement, and
   3. could not reasonably have been foreseen or provided against, but
   4. will not be excused for failure or delay resulting from only general economic conditions or other general market effects.