1.1            In this Agreement, unless the context requires otherwise:

                  “Affiliate” means, in relation to any company, a company which:

(a)            is controlled by that company;

(b)            controls that company; or

(c)             is under common control with that company,

where “control” means the right to control or be able to direct the affairs of a company, whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise.

                  “Business Day” means a day (except Saturdays, Sundays and public holidays) on which commercial banks are open for business in Singapore.

                  “Confidential Information” means all information, data or material of whatever nature relating wholly or partly to the transaction contemplated under this Agreement or the affairs of a Party or its Affiliates which:

(a)            is supplied by or on behalf of one Party to the other Party, its agents, advisers or Affiliates, in writing or otherwise and whether before or after the date of this Agreement;

(b)            is obtained by a Party, its agents, advisers or Affiliates through discussions with the management, employees, agents or advisers of the other Party or the other Party’s Affiliates, in writing or otherwise and whether before or after the date of this Agreement;

(c)             any reports, analyses, compilations, studies or other documents prepared by, or on behalf of, a Party or its Affiliates, which contains, references or otherwise reflects any information described in (a) and (b) above; and

(d)            any other information which any reasonable person would understand to be confidential given the nature of the information and/or the circumstances in which the information was provided and/or obtained.

                  in each case whether or not such information was marked or otherwise noted as being “confidential” (or such other similar wording)), and also includes the existence and terms of this Agreement as well as the cooperation relationship between both Parties, provided that the following information shall not constitute Confidential Information:

(i)              information which at the time of its supply by or on behalf of the disclosing Party was already in the public domain, or subsequently comes into the public domain other than through a breach of any confidentiality obligation binding on the receiving Party;

(ii)             information which was already in the lawful possession of the receiving Party at the time of supply, or subsequently comes into lawful possession of the receiving Party; or

(iii)            was or is independently developed by the receiving Party without reference to or use of any Confidential Information.

                  “Content” means software (including machine images), data, text, audio, video, or images.

                  “Force Majeure Event” means any act of God, flood, earthquake, typhoon, fire or natural disaster or catastrophe; epidemic, pandemic, public health emergency or outbreak of communicable disease; war, invasion, hostilities, terrorist threats or acts, riots, sabotage or other civil unrest; embargo or blockade; national emergency; strikes, or other labour disturbances; telecommunication breakdowns, power outage or shortage; network security incidents, such as the damage caused by computer viruses, Trojans or other malicious programs, and hacker attacks; or any other events beyond the control of the affected Party, in each case occurring after the date of this Agreement.

                     “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

                  “Laws” means any and all laws, rules, regulations, ordinances, directives, orders and other matters enacted, promulgated, in force or effective by, for or with respect to any federal, state, local or other government, governmental authority, tribunal, agency or other body, and any political or other division or subdivision of any of the same.

                  “Services” each of the services made available by us or our affiliates, including those web services through the website located at https://www.scitix.ai/ (“Website”). Services do not include Third-Party Content.

                     “Service Fees” means the fees calculated from the Effective Date and payable for the Services as set out in this Agreement.

                  “Scitix Content” means APIs, WSDLs, sample code, software libraries, command line tools, proofs of concept, templates, advice, information, programs (including credit programs) and any other Content made available by Scitix or its affiliates related to use of the Services and other related technology.

                  “Customer Content” means Content that the customer or its end user of the Services transfers or make available to Scitix for processing, storage or hosting by the Services and any computational results that you or its end user of the Services derive from the foregoing through their use of the Services.

                  “Third-Party Content” means any Content acquired by You from any third party in conjunction with use of the Services.

1.2            The following rules of interpretation apply unless the context requires otherwise:

(a)             Headings are for convenience only and do not affect interpretation.

(b)             The singular includes the plural and vice versa.

(c)             Reference to a person includes:

(i)              a corporation, partnership or government body; and

(ii)             the legal representatives, successors and assigns of that person.

(d)             A reference to any Act, regulation, rule or other legislations refers to that Act, regulation, rule or legislation (as applicable) as amended from time to time.

(e)             A reference to “this Agreement” or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as amended, supplemented and/or restated from time to time.