Terms and Conditions

Dated 24 August 2023

1. INTRODUCTION AND DEFINITIONS

1.1 By using the Starfish Console application and the Starfish Digital services, Client agrees to be bound by this Agreement and shall comply with the terms and conditions set out herein.

1.2 In the event of a conflict between any terms, the sections of this Agreement shall prevail in the following order: First, the Special Terms, followed by Addendums, and lastly the Standard Terms.

1.3 Unless the context otherwise requires, capitalised terms in this Agreement shall have the following meaning:

"Activation Date" has the meaning set forth in Clause 2.2;

"Bank Content" means all data and/or content provided, transmitted and supplied on the Platform by Selected Banks;

"Client Content" means all data and/or content: (a) provided, transmitted and supplied on the Platform by Client; (b) provided by Client to Starfish Digital for the purposes of performing the Services;

"Client System" means the computer system used by the Client to access the Platform;

"Commencement Date" means the date first written on this Agreement, where Starfish Digital will commence with provision of Services;

"Confidential Information" has the meaning set forth in Clause 12.1;

"Data Protection Laws" means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (including any and all legislative and/or regulatory amendments or successors thereto), to which a Party is subject and which is applicable to a Party’s information protection and privacy obligations, and any other laws and regulations implementing, deriving from or made under them, in each case as amended or re-enacted and in force from time to time;

"Documentation" means the user guides, implementation and operation manuals (in electronic or hardcopy form), which may be provided or updated by Starfish Digital from time to time, for Client's access and use of the Platform;

"Intellectual Property" means any patents, trademarks, trade names, logos, designs, domain names, symbols, slogans, copyright works (including but not limited to source codes), know-how, information, drawings, plans, other identifying materials and proprietary rights, technology or processes, whether or not registered or capable of registration;

"Losses" means all losses, liabilities, damages, costs, claims and expenses (including legal fees reasonably incurred on a full indemnity basis).

"Platform" means the "Starfish Connect" proprietary SaaS platform;

"Platform Activities" has the meaning as set forth in Clause 7.4;

"Selected Banks" means the list of banks and financial institutions as specified in the Special Terms and/or Addendums to this Agreement;

"Services" means the services and/or deliverables to be provided to Client (including the grant of use and access to the Platform), as specified in the Special Terms and/or Addendums to this Agreement;

"Service Level Availability" has the meaning set forth in Clause 6.1;

"Subscription Fees" means the applicable fees and charges for the Services as specified in the Special Terms and/or Addendums to this Agreement.

"Subscription Term" means the period of time during which Client is subscribed to the Platform, as specified in the Special Terms and/or Addendums to this Agreement.

"Suspension Period" has the meaning set forth in Clause 11.1;

"Third-Party Service" has the meaning as set forth in Clause 7.3.

2. THE SERVICES

2.1 Subject to the terms and conditions of this Agreement, Starfish Digital agrees to provide the Services to Client, and hereby grants Client a non-exclusive, non-transferable license (without the right to sub-license), to access and use the Platform and applicable Documentation throughout the Subscription Term.

2.2 Client's right to use the Platform will be limited to the subscription type and purchased usage metrics set forth in this Agreement, (including but not limited to number of Client accounts, Selected Banks and other professional services). The Platform will be deemed as activated following the connection to NetSuite and the first bank connection ("Activation Date").

2.3 Use Restrictions. Client shall use the Platform and Documentation only in accordance with this Agreement, and shall not (directly or indirectly): (i) allow or permit any unauthorised access or use of the Platform; (ii) copy, duplicate, modify, reverse engineer, decompile or dissemble, create any derivative works based on any portion of the Platform or the Services, in any manner or form unless expressly permitted by Starfish Digital in writing; (iii) use the Platform in a manner that is in violation of any third party Intellectual Property, (iv) interfere with the performance of the Platform and Starfish Digital's provision of the Services; (v) distribute or transmit on the Platform, any material, information, data that is unlawful or in a manner that is otherwise illegal or causes damage or injury to any person or property;

3. STARFISH DIGITAL RESPONSIBILITIES

3.1 Apart from provision of the Services, Starfish Digital will be responsible for: (i) the installation of all software necessary for Client to access the Services and Platform; and (ii) ensuring the proper operation of the Platform between Client System and Selected Banks; and (iii) making available the Documentation to assist the Client in operating the Platform.

4. FEES AND PAYMENT

4.1 Client shall pay all applicable fees and charges for the Services as set out in the Special Terms and/or Addendums to this Agreement, in accordance with the specified payment terms.

4.2 All prices are represented as annual recurring fees, and will be billed annually in advance, from the Activation Date.

4.3 Incremental or decremental charges associated with adding or deleting a bank connection may be made during the Subscription Term and will be charged or deducted (as the case may be) on a pro rata basis for the remainder of the then current annual term and a new invoice for the revised charges will be issued at the start of the next annual term.

4.4 All amounts payable under this Agreement shall be paid to Starfish Digital without any set-off, counterclaims or deductions.

5. INTELLECTUAL PROPERTY AND DATA SECURITY

5.1 Ownership of rights. Except as expressly set in this Agreement, all rights, title and interest in the Platform and Documentation and all portions thereof including all updates, improvements, modifications, configurations, extensions and derivative works of any of the foregoing, shall belong to and remain vested in Starfish Digital. Nothing in this Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other.

5.2 Data security. Subject to Clause 7.4, Starfish Digital has put in place and will maintain appropriate technical and organisational security measures to protect against Client Content from unlawful and unauthorised access, use and disclosure (or similar risks), and to ensure secure processing of such Client Content in conformity with applicable Data Protection Laws and generally prevailing industry standards.

5.3 Certification. Starfish Digital represents that (i) the Platform complies with the provisions of the EU General Data Protection Regulations (GDPR) in the processing of data (whether Bank Content or Client Content) and has been certified by Sprinto Pte Ltd as being GDPR compliant; and (ii) it has put in place a system to manage risks related to the security of data processed by the Platform and has been certified as conforming with ISO/IEC 27001 by Sprinto Pte Ltd. At the request of Client, Starfish Digital will make available a copy of the relevant certificates for inspection.

6. SUPPORT

6.1 Starfish Digital will use commercially reasonable efforts to achieve at least 99.9% availability of the Services ("Service Level Availability"). The following events shall be excluded from the calculation of Service Level Availability: (i) Force Majeure Event; (ii) outages due to scheduled maintenance or development activities on the Platform, in which Starfish Digital will notify to Client at least twenty-four (24) hours in advance. In the event of any unforeseen disruption of the Services, Starfish Digital will notify Client of such disruption as soon as reasonably practicable.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Each Party represents and warrants to the other that it has the full right, power and authority to enter into and perform this Agreement and has not entered into any arrangement which in any way conflicts with this Agreement or inhibits, restricts or impairs its ability to perform its obligations under this Agreement.

7.2 Starfish Digital represents and warrants to Client that: (i) it shall perform the Services in a lawful, reliable and professional manner, in conformity with good industry practice, using only personnel with suitable qualifications and competence; (ii) it has the right to grant Client the rights set out in this Agreement, and has the appropriate licenses, authorisations and consents necessary to provide the Services; (iii) to the extent of Starfish Digital's knowledge, the Platform and provision of Services will not infringe or otherwise violate any third-party Intellectual Property rights.

7.3 Through the use of internet services and APIs, the Services will interoperate with a range of service features provided by third parties, including but not limited to bank systems ("Third-Party Service"). Starfish Digital does not make any representation or warranty as to the availability, effectiveness, suitability for purpose or any other matter regarding any Third-Party Services. Without prejudice to the generality of the foregoing, if a third-party service provider ceases to provide the service or ceases to make that feature available on reasonable terms, Starfish Digital may cease to make available that feature to Client. For the avoidance of doubt, if Starfish Digital exercises its right to cease the availability of a Third-Party Service, Client shall not be entitled to any refund, discount or other forms of compensation.

7.4 Client acknowledges and agrees that: (i) Starfish Digital is not a regulated financial services firm and does not provide nor claim to provide financial services to Client in connection with the Services and/or Client's use of the Platform; (ii) all communications, transactions, activities which occur or result from Client's use of the Platform or instructions conveyed through the Platform (collectively, the "Platform Activities") are as between Client and the Selected Banks only, and do not involve Starfish Digital whatsoever; (iii) it will not do anything that would introduce any computer viruses, worms, software bombs, malicious code or other similar items designed to harm the operation of any software or hardware to the Platform

7.5 Under no circumstances shall Starfish Digital be liable or responsible for any of the following: (i) the quality, content, accuracy, availability, legality and completeness of the Bank Content and/or Client Content; (ii) any Platform Activities between the Client and Selected Banks; (iii) ensuring that the Client Content made available by Client complies with applicable laws and regulations, including applicable Data Protection Laws; (iv) delays, failures or Losses related or resulting from the transfer of data over connectivity networks and facilities, including the internet, and/or use or implementation of any third-party software or services not provided by Starfish Digital. Client acknowledges and agrees that the Platform and provision of Services may be subject to limitations, delays, and other problems inherent with the use of such connectivity facilities.

7.6 When providing the Services, Starfish Digital will execute the instructions received from Client via the Platform and will not be under any obligation to verify the authenticity of the instructions received. In this regard, Starfish Digital shall not be liable or responsible for any Losses that result from the execution of the instructions received from Client.

7.7 Client acknowledges and agrees that any person with access to the Client's authentication credentials will be able to initiate Platform Activities, and Starfish Digital will not be responsible for any Losses if Client's authentication credentials are not kept confidential or for the actions of any unauthorised third-party logging into and initiating Platform Activities using the Client's authentication credentials.

7.8 No implication. Except as expressly set forth in this Agreement and to the fullest extent permitted by the applicable law, Starfish Digital hereby disclaims all other representations, warranties, conditions and other terms, whether express or implied or incorporated into this Agreement by statute, common law or otherwise, including without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8. INDEMNITY

8.1 Indemnification by Starfish Digital. Subject to Clauses 8.2 and 8.4, Starfish Digital will defend, indemnify and hold harmless Client, its officers, directors and employees from and against all Losses resulting from third party claims, arising out of: (i) any actual material breach of this Agreement; (ii) any actual infringement or violation of any Intellectual Property rights of any third party by the Platform, Documentation or Services provided by Starfish Digital to Client hereunder.

8.2 No obligation to indemnify. Starfish Digital shall have no obligation to indemnify and defend in the event that a claim arises from or relates to: (i) Client's use of the Platform not in accordance with the Documentation and/or this Agreement; (ii) Client's use of the Platform violates applicable laws, (iii) any modification or alteration of the Platform not created or approved in writing by Starfish Digital; (iv) Client's gross negligence or willful misconduct.

8.3 Indemnification by Client. Except to the extent a claim arises from Starfish Digital's gross negligence, willful misconduct or breach of this Agreement, Client will indemnify and hold harmless Starfish Digital, its officers, directors and employees from and against all Losses resulting from third party claims arising out of: (i) Client's use of the Platform, (ii) any third-party's use of the Platform authorised or facilitated by Client; or (iii) Client's breach of any of the provisions of this Agreement.

8.4 Process. Each Party’s defence and indemnification obligations herein will become effective upon, and are subject to: (i) the indemnified Party’s prompt notification to the indemnifying Party of any claims in writing; and (ii) the indemnified Party providing the indemnifying Party with full and complete control, authority and information for the defence of the claim, provided that the indemnifying Party will have no authority to enter into any settlement or admission on behalf of the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld). At the indemnifying Party’s request, the indemnified Party shall reasonably cooperate with the indemnifying Party in defending or settling any claim.

9. LIMITATION OF LIABILITY

9.1 Type of damages. Unless otherwise stated in this Agreement and to the extent permitted by applicable law, neither Party shall be responsible or liable for any indirect, consequential, special, exemplary or punitive damages arising in connection with this Agreement.

9.2 Cap on liability. Without prejudice to the generality of the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate liability of Starfish Digital arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise (including any indemnity obligations under this Agreement), shall not in any event exceed the aggregate Subscription Fees paid or payable by Client under this Agreement in the 12 month period preceding the date on which the claim arose. In no event will this limitation apply to the amounts due for the Services under this Agreement.

10. TERM AND TERMINATION

10.1 Term. This Agreement will commence on the Commencement Date and will continue to be in force for the Subscription Term, unless earlier terminated in accordance with the terms of this Agreement.

10.2 Termination for convenience. Starfish Digital may terminate this Agreement at any time without cause, by providing 90 days prior written notice to the other Party. Client may only cancel the Subscription Plan by providing a written notice to Starfish Digital, 90 days prior to the end of the Subscription Term.

10.3 Termination for cause. Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement which breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so; or (ii) becomes or is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or (iii) has a liquidator, receiver, administrator, manager, trustee or similar officer appointed to take over its assets.

10.4 Effects of termination or expiration. Upon termination or expiration of this Agreement: (i) Client will have no further right to access or use the Platform and/or Services, (ii) all outstanding fees and other charges under this Agreement will become immediately due and payable, (iii) all licenses granted by Starfish Digital under this Agreement will immediately lapse and terminate, unless otherwise approved by Starfish Digital in writing; (iv) each Party shall return or destroy any Confidential Information of the other Party within its possession or control.

10.5 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination.

10.6 Survival. The following clauses will continue to survive the termination of this Agreement: Clause 4 (Fees and Payment), Clause 5 (Intellectual Property and Data Security), Clause 9 (Limitation of Liability), Clause 14 (General), Clause 15 (Governing Law and Dispute Resolution).

11. SUSPENSION

11.1 Suspension. Starfish Digital reserves the right to close, suspend or limit access (in whole or in part) to the Platform and/or Services to the extent considered reasonable by Starfish Digital ("Suspension Period"), if Starfish Digital reasonably believes that Client is in breach of the Agreement. Starfish Digital will not be liable under this Agreement for any loss or damage suffered by Client during the Suspension Period.

11.2 Restoring access. Starfish Digital will use commercially reasonable efforts to restore access to the Platform and/or Services, after Client has (in Starfish Digital's opinion) adequately resolved the problem giving rise to the suspension in this Clause 11.1.

12. CONFIDENTIALITY

12.1 In this Agreement, "Confidential Information" means any information treated as confidential by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is marked or identified as, or that under the circumstances, a person exercising reasonable business judgement would understand to be, confidential or proprietary. Confidential Information includes this Agreement and its terms, the Services and Documentation, business and marketing plans, technology and technical information, product plans and designs, business processes, any data disclosed by each Party, and all software and infrastructure used to provide the Services. Confidential Information excludes information that: (i) is or becomes publicly available other than as a result of the Receiving Party’s breach, (ii) was known or acquired by the Receiving Party prior to its receipt hereunder from the Disclosing Party; (iii) is independently developed by the Receiving Party without breach hereof.

12.2 The Receiving Party will (i) use the Confidential Information only for purposes consistent with the purpose of this Agreement, and (ii) treat the Confidential Information with the same degree of care it extends to its own Confidential Information; and (iii) to disclose such Confidential Information only to its officers, employees and advisors who have a specific need to know and to require such recipients to hold such Confidential Information in trust and confidence. Starfish Digital may disclose this Agreement (but not any of the Client's Confidential Information) to actual and potential investors and funding sources who agree to hold it in confidence.

12.3 Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable laws or any applicable stock exchange regulations, but in such event the Receiving Party must, to the extent legally permissible, first give notice to the Disclosing Party and make reasonable effort to avoid or narrow the disclosure, and if applicable, obtain a protective order.

13. FORCE MAJEURE

13.1 In this Clause, "Force Majeure Event" means an event, sequence of events or circumstances beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Client's inability to pay is not a Force Majeure Event.

13.2 Neither Party will be liable to the other Party for any delay or failure to perform due to a Force Majeure Event, provided that the Party so affected: (i) promptly notifies the other Party in writing of the Force Majeure Event and its expected duration; and (ii) use reasonable endeavours to mitigate the effects of the Force Majeure Event.

13.3 Notwithstanding Clause 13.2, either Party may terminate this Agreement with 1 month notice in writing if the other Party by reason of any Force Majeure Event, is delayed or prevented from performing its obligations for a continuous period of 6 months or more.

14. GENERAL

14.1 Entire agreement. This Agreement sets forth the entire agreement of the Parties on the subject matter hereof, and supersedes all prior representations, arrangements, understandings and agreements between the Parties (whether written or oral).

14.2 Modification. Save as expressly provided in this Clause 14.2, this Agreement may not be amended, modified or varied except by a written document duly signed by each Party. Notwithstanding the foregoing, Starfish Digital may amend, modify, supplement or update the Addendums as it deems necessary, with written notice provided to Client.

14.3 Independent contractors. The relationship of the Parties shall be that of independent contractors and nothing herein shall be construed as creating a joint venture, partnership, agency or other relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent.

14.4 No assignment. Neither Party shall assign, transfer or otherwise dispose of its rights or obligations under this Agreement without the prior written consent of the other Party.

14.5 Third Parties. For the purposes of the Contracts (Rights of Third Parties) Act 2001, the Parties hereby agree that they do not intend any terms of this Agreement to be enforceable by any third party.

14.6 Severance. Each provision of this Agreement is severable. Any provision which is held to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without affecting enforceability of the remaining provisions of this Agreement.

14.7 Waiver. No failure, omission or delay by either Party to exercise any right, power or remedy under this Agreement will operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

14.8 Counterparts. This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same Agreement.

14.9 Language. The language of this Agreement is English. All documents, notices, waivers, variations and other written communications relating to this Agreement shall be in English. If this Agreement or any document relating to it is translated, the English version shall prevail.

14.10 Client queries. In the event that Client has any queries relating to the Platform and/or Services, please contact Starfish Digital for support at: support@starfish.digital

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement and any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement or its formation ("Dispute") shall be governed by the laws of the Republic of Singapore.

15.2 Any Dispute, including any question regarding the existence, validity or termination of this Agreement, shall be referred to and resolved finally by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this Clause 15.2.