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This agreement (“Agreement”) is made and entered into by and between:

Steer Platform Pte. Ltd.(“Steer”), a corporation formed under the laws of Singapore, with office address at 15 Lorong 21 Geylang #04-03, Space 21 Singapore 388466 Singapore

and

the entity agreeing to the terms herein (“Participant”, “You”, “you” or “Customer”).

By using or accessing any part of the Service, you agree that you have read, understood, and agreed to be bound by all of these terms and conditions. If you do not agree to all of these terms and conditions, you must not use or access the Service. If you are entering into this Agreement on behalf of a company, you acknowledge that you have the authority to bind that company to the terms of this Agreement.

1. Description of Service

Steer Platform Pte. Ltd. markets and sells software-as-a-service named Steer (herein after referred as“Service”). The Service is offered and provided subject to the terms and conditions of this Agreement. You will connect to the Service using any internet browser or mobile application supported by the Service. You are responsible for obtaining access to the internet and the equipment necessary to access the Service.

2. Modification of Terms of Service

Steer reserves the right to update and change the Terms of Service from time to time; an updated version will be published on our website at https://www.steerplatform.com/terms-of-service-steer.

Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms of Service. You may terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. Should the modification include the introduction or changes to provisions which affect your personal information, you will be made to actively consent to the changes (via a click or opt-in mechanism).

Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at https://www.steerplatform.com/terms-of-service-steer.

3. Restrictions on Use

In addition to all other terms and conditions of this Agreement, you agree not to:

3.1. transfer, redistribute, lease, rent, or otherwise make available to any third party the Service;

3.2. provide any service based on the Service without the prior written permission of Steer;

3.3. use the Service for spamming and/or other illegal purposes;

3.4. reverse engineer or access the Service to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Service, or (c) copy any ideas, features, functions, or graphics of the Service

3.5. remove, obscure, or modify any copyright or any other notices included in the Service.

You shall be solely responsible for the security and integrity of the access credentials provided to it for the use of the Service.You shall exert best efforts to prevent any unauthorized use of the Service and shall immediately notify Steer in writing of any unauthorized use that comes to Client’s attention. You will reasonably cooperate and assist with any actions that Steer takes to prevent or terminate unauthorized use of the Service. You are directly responsible to Steer for the conduct of your users (the “Authorized Users”) – whether these users are your own employees or any third-party users such as your customers or suppliers you gave access to your account. You shall ensure that its Authorized Users comply with the terms of this Agreement.

Steer shall be entitled to suspend or cancel the rights granted to you and all users associated with the latter, if, in the reasonable opinion of Steer, the you and/or any of your Authorized Users, is misusing theService.

4. Payment, Refund, and Subscription Terms

4.1. Subscription

4.1.1. By default, creation of a Steer account to access the Service comes with a free subscription plan ("Free Plan").

4.1.2. Customers may purchase a paid subscription plan ("Premium Plan") to access certain features on top of those that already come with a Free Plan.

4.1.3. Other Add-Ons may be purchased anytime.

4.1.4. The Premium Plan is billed on a monthly or annual basis. All paid subscriptions and other add-ons are billed upfront. The amount billed is non-refundable. There will be no refunds or credits for partial months of service.

4.1.5. The date when a paid subscription is purchased is considered the "Subscription Date." All paid subscriptions will be automatically renewed based on the Subscription Date.

4.1.6. By default, all paid subscriptions are settled online. Alternative payment methods may be made available for upon request to the Steer team.

4.1.7. Steer reserves the right to update the inclusions of the subscription plans at anytime and will inform Customers in advance of such updates.

4.1.8. Steer reserves the right to update pricing for all subscriptions and services from time to time. Customers would be notified at least 30 days prior of such changes.

4.2. Other Payment Terms

In case of non-payment for any reason or any violation of these terms, Steer shall be entitled – without liability – to immediately bar Customer’s access to the Service.

4.2.1. Closing of Company Accounts. Customers may choose to close their account by sending an email to customersuccess@steerplatform.com.

4.2.2.Account Data Request. Customers may request for a copy of their data within a 30-day period after closing their company account.

5. Privacy & Data Ownership

5.1. Steer is committed to safeguard our customers' personal data which we collect when you access or use the Service. You can find more detailed information with regards to our practice on use of personal information in our Privacy Policy Page: https://www.steerplatform.com/privacy-policy

5.2. Steer does not own any customer-specific data. You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all customer data.

5.3. Steer provides an automatic data backup for all customer data. This backup solution is built on top of the world's leading cloud hosting providers like Microsoft. However, there might be rare occasions of data loss or failure to store or retrieve any data due to a defect in our software or the software used by the above-mentioned cloud service providers. In such cases, Steer will restore the last backup data in mutual consultation with you.

5.4. Solely and only for the purpose of providing the services to you, with respect to Steer functionalities like backup, replication, high availability, caching for speed, performance, throughput and various other functional and non-functional capabilities, you grant Steer royalty free, worldwide permission to access, copy, distribute, store, transmit, reformat, display and perform the content of your account. This includes the use of anonymized data from accounts that will be analyzed and used for training of artificial intelligence functionalities that are used throughout the system.

5.5. You hereby consent that, Steer may identify you as a Customer of the Service (using your name and logo) in its promotional materials, presentations, media, press releases and proposals to investors as well as other current and prospective customers. Steer will seek your consent for more detailed descriptions of your use of the Service such as in Case Studies and Customer Profiles.

5.6. If a Customer does not renew the subscription for the Service, Steer can provide all customer data on explicit written request from you in a generally accessible format within 30 days after the end of such term and thereafter Steer reserves the right to delete your account and all of your data. Please note that some information like billing and subscription may remain with us for accounting and legal reasons, as well as the anonymized data covered in clause 5.4 for the purpose of analysis and training of artificial intelligence model.

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6. Confidentiality

6.1. “Confidential Information" shall mean all confidential and proprietary information of both parties, including, but not limited to, all ideas, techniques, models, inventions, know-how, processes, software programs, source code, trade secrets, and works of authorship relating to current, future, and proposed products and services; customer, employee, and supplier lists; and any and all content shared by both parties.

6.2. Subject to clause 6.3, each party (and all its personnel)must:

6.3. keep confidential; and

6.4. not use or permit any unauthorized use of, allConfidential Information.

6.5. Clause 6.2 does not apply where:

6.6. the information is in, or comes into, the public domain (other than by a breach of this clause 6 by the relevant party);

6.7. the relevant party has the prior written consent of the party that disclosed the Confidential Information;

6.8. the disclosure is required by law;

6.9. the disclosure is required in order to comply with this Agreement, provided that the party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 6; and

6.10. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 6.

6.11. Each party acknowledges and agrees that monetary damages may not be an adequate remedy fora breach of this Confidentiality clause. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.

6.12. This clause 6 will survive the termination or expiry of this Agreement.

7. General Account Terms

7.1. Access to the Service is only available to you and the Authorized Users, subject to you making the applicable payments for the Service under this Agreement.

7.2. Usernames and passwords are personal and are to be considered part of Confidential Information of Customer. You are at all times fully liable for all acts and omissions by Authorized Users whom you have granted access and agrees to indemnify Steer for all claims and losses related to such acts and omissions.

7.3. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in customer jurisdiction (including but not limited to copyright laws).

7.4. Steer may make updates to the Service from time to time as per market demands.

7.5. You are responsible for all taxes and you will pay Steer for the services without any reduction for taxes. If Steer is obligated to collect or pay taxes, the taxes will be invoiced to you.

7.6. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Steer owns allIntellectual Property Rights in the Service.

7.7. When you pay Steer via bank transfer, the necessary bank transfer charges should be borne by you. For avoidance of doubt, the total subscription fee payable should be credited to our account without any deductions.

8. Continuity

Steer will immediately inform you if the continuity of its operations is at risk due to any reason. In such case, Steer will provide the necessary resolution to safeguard the continuity of the access to the services, i.e. releasing Steer's source code under an open-source license so that you can set up your own instance of the platform on your own server in order to continue running solutions built on the Steer platform. 

9. Warranty and Disclaimer

9.1. Steer warrants that it will provide 95% uptime of the Service failing which downtime credit will be provided for the time the service was not available.

9.2. Steer agrees to defend, indemnify, and hold harmless the Customer, its affiliates, and their respective, officers, directors, employees, agents, representatives and contractors from and against any claims, actions, demands, liabilities and expenses, including, without limitation, damages, other monetary relief, expert fees, costs and reasonable legal fees, alleging or resulting from any claim that the Services infringe upon the intellectual property rights of whatever type or form of any third party.

9.3. Steer is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of internet and electronic communications provided by you.

9.4. Except as otherwise provided herein, the Service is provided on an “AS IS” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.

9.5. Steer takes reasonable care for virus protection and other harmful components; however, given the nature of virus evolution, Steer makes no warranty that the Service will be free of viruses or other harmful components.

9.6. Steer warrants that it shall exert reasonable efforts to ensure that its provision of the Service shall not infringe the rights of any third parties.

9.7. Steer makes no warranty that:

9.8. the Service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); however, when such errors or interruptions occur, Steer will take reasonable efforts the rectify the errors and interruptions;

9.9. any information or advice obtained by you in connection with the usage of the Service for the fitment of its internal business purpose will be accurate or complete. Steer's employees and consultants make a best-case effort to provide the most relevant information to you but Steer would not be able to guaranteed its accuracy or fitment for purpose; that should be decided by you by taking into account other factors that Steer might not be privy to the results of using the Service will meet Customer requirements.

10. Limitation of Liability

IN NO EVENT SHALL STEER BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY CONSEQUENTIAL,INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER,INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF STEER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FORANY DISPUTE WITH STEER RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OFSUCH SERVICE. TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL STEER'S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING HEREUNDER EXCEED THE AMOUNT OF LATEST SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE MONTH, IF BILLED MONTHLY, OR IN THE YEAR, IF BILLED ANNUALLY, PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE RELEVANT CLAIM.

11. Indemnification

The Customer shall indemnify, defend, and hold harmless Steer from and against any and all claims, judgments, costs, awards, expenses, including reasonable attorney’s fees, and liabilities, and damages of any kind arising out of or related to:

11.1. The Customer’s breach of this Agreement, or any representation, warranty and/or covenant made by the Customer;

11.2. Any act or omission of the Customer, or any of its officers, employees, and/or representatives in connection with this Agreement.

12. Third Party Services

These Terms do not apply to any third party websites, services and applications (“Third Party Services”) that you may access through the Service. We are not responsible for the content or practices of Third Party Services and provide links to Third Party Services only for the convenience of our users. We encourage you to carefully review the terms of service of any Third Party Service you access through the Platform.

13. Governing Law & Jurisdiction

This Agreement shall be governed, construed and enforced in accordance with the laws of the Republic of the Philippines, without regard to its conflict of laws provisions.

14. Severability

If any provision of this Agreement is held by any competent court or regulatory authority to be void or unenforceable in whole or in part, this Agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question and the Parties shall negotiate in good faith replacement term(s) for the affected provision in order to achieve as closely as possible the original intentions of the Parties.

15. No Waiver

The failure of a Party at any time to take action against the other for a breach of any provision expressed in this Agreement shall in no way affect its right thereafter to enforce such provision nor shall the waiver by the party of any breach of any provision expressed in this Agreement be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

16. Assignment

Customer may not assign any right or obligation under this Agreement. Steer may assign any of its rights or obligations under this Agreement to its successors or assignees subject only to prior notice to the Customer.

17. Full Knowledge

The Parties acknowledge that they have read and understood the contents of this Agreement and that they have, with the assistance of their respective counsels, entered this Agreement willingly, voluntarily, and with full knowledge of their rights and obligations.

18. Notice

All notices, requests and consents under this Agreement shall be in writing and shall be deemed delivered on the date of email. You agree that Steer may provide any notice or communication to you required or permitted under these Terms of Use to any contact information you have provided upon sign-up. If you have any questions or concerns about the Services or these Terms of Use, please contact us at customersuccess@steerplatform.com.

Last Updated: August 30, 2024

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