Innopartner Pte Ltd These Terms of Service ("Terms") govern your use of services provided by Innopartner Pte Ltd ("we", "us", "our", or "Innopartner"). By accessing or using our services, you agree to be bound by these Terms. Please read these Terms carefully before using our services. If you do not agree with these Terms, you must not use our services. 1. GENERAL TERMS 1.1 Acceptance of Terms By engaging our services, creating an account, or otherwise accessing our platforms, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. 1.2 Eligibility You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these requirements. 1.3 Services Provided Innopartner provides technology solutions and services including, but not limited to: Software development and integration services Technology consulting WhatsApp Business API integration and automation (Innovators Messaging Hub) Other technology services as agreed upon 1.4 Modifications to Terms We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through our platform. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms. 1.5 Account Registration For certain services, you may be required to create an account. You agree to: Provide accurate, current, and complete information Maintain and promptly update your account information Keep your account credentials confidential Notify us immediately of any unauthorized use of your account Be responsible for all activities that occur under your account 1.6 Fees and Payment Unless otherwise agreed in writing, fees for our services will be as quoted or as displayed on our platform. You agree to pay all fees in accordance with the payment terms specified. Late payments may incur additional charges and may result in suspension or termination of services. 1.7 Intellectual Property All intellectual property rights in our services, platforms, and related materials remain our property or the property of our licensors. You are granted a limited, non-exclusive, non-transferable license to use our services in accordance with these Terms. 1.8 Confidentiality Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of the business relationship, except as required by law or with prior written consent. 1.9 Limitation of Liability To the maximum extent permitted by law, Innopartner shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly. 1.10 Governing Law and Jurisdiction These Terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Singapore. 1.11 Termination Either party may terminate the service agreement with written notice as specified in the service agreement or, if not specified, with 30 days' written notice. Upon termination, you must cease all use of our services and we may delete your account and data in accordance with our data retention policies. 1.12 Contact Information For questions about these Terms, please contact us at: Email: inquiry@innopartner.co 2. INNOVATORS MESSAGING HUB - PLATFORM TERMS OF SERVICE This section applies specifically to the use of Innovators Messaging Hub (the "Platform"), our WhatsApp Business API automation and messaging platform. These platform-specific terms supplement the general terms above. If there is any conflict between the general terms and these platform-specific terms, these platform-specific terms shall prevail for use of the Innovators Messaging Hub. 2.1 Application of This Section This section applies specifically to the use of Innovators Messaging Hub (the "Platform"), our WhatsApp Business API automation and messaging platform. These platform-specific terms supplement the general terms above. 2.2 Definitions For the purposes of this section: "Platform" means the Innovators Messaging Hub software platform and related services provided by Innopartner. "Platform User" or "Client" means a business or individual that subscribes to and uses the Platform. "End User" means the customers, contacts, or recipients of messages sent by Platform Users through the Platform. "WhatsApp Business Account (WABA)" means the WhatsApp Business Account connected to the Platform by the Platform User. "Message Templates" means pre-approved message formats required by WhatsApp for business-initiated conversations. "Subscription Plan" means the service tier and pricing plan selected by the Platform User. 2.3 Service Description 2.3.1 Platform Capabilities Innovators Messaging Hub enables Platform Users to: Send and receive WhatsApp messages at scale via WhatsApp Business API Create automated chatbots and conversation flows Manage customer conversations through a unified inbox Send broadcast messages and campaigns to opted-in contacts Create and manage Message Templates Access analytics and reporting on message performance Integrate with other business systems (subject to plan features) 2.3.2 Service Availability While we strive to maintain high availability, we do not guarantee uninterrupted or error-free service. The Platform may be temporarily unavailable due to: Scheduled maintenance (we will provide advance notice when possible) Emergency maintenance or security updates Third-party service outages (including Meta/WhatsApp, hosting providers) Circumstances beyond our reasonable control 2.3.3 Service Limitations The Platform is subject to limitations including: Message sending limits imposed by WhatsApp/Meta API rate limits Storage limits based on your Subscription Plan Feature availability based on your Subscription Plan Geographic restrictions imposed by WhatsApp/Meta 2.4 Platform User Obligations 2.4.1 Compliance with Laws and Policies Platform Users must: Comply with all applicable laws, including data protection laws (PDPA, GDPR, etc.) Comply with WhatsApp Business Policy and WhatsApp Commerce Policy Comply with Meta Platform Terms and any other applicable Meta policies Obtain proper consent from End Users before sending messages Provide End Users with clear opt-out mechanisms Honor opt-out requests promptly Not send spam, unsolicited messages, or messages to purchased contact lists 2.4.2 Prohibited Uses Platform Users are strictly prohibited from using the Platform to: Send spam, unsolicited commercial messages, or bulk messages to non-consenting recipients Distribute malware, viruses, or harmful content Impersonate others or misrepresent identity or affiliation Violate intellectual property rights Engage in fraud, scams, or deceptive practices Facilitate or promote illegal activities Harass, threaten, or abuse End Users Send messages containing hate speech, violence, or adult content (unless permitted by industry and compliant with policies) Scrape or collect End User data without authorization Reverse engineer, decompile, or attempt to extract source code from the Platform Interfere with or disrupt the Platform or servers Use the Platform in any manner that could damage our reputation or relationship with Meta/WhatsApp 2.4.3 Content Responsibility Platform Users are solely responsible for: All content sent through the Platform, including text, images, documents, and other media Obtaining necessary rights and licenses for any content shared Ensuring content complies with all applicable laws and policies The accuracy of information sent to End Users Their relationships and communications with End Users 2.4.4 WhatsApp Business Account Platform Users must: Own and control the WhatsApp Business Account connected to the Platform Provide accurate business information in their WhatsApp Business Profile Maintain good standing with Meta/WhatsApp Not share WABA access credentials with unauthorized parties Immediately notify us if their WABA is suspended or restricted by Meta 2.5 Subscription Plans and Billing 2.5.1 Subscription Plans The Platform is offered through various subscription plans with different features, limits, and pricing. Your selected plan determines: Number of users/seats Message volume allowances Feature access (automation, integrations, analytics, etc.) Support level Storage capacity 2.5.2 Billing and Payments Subscription fees are billed in advance on a monthly or annual basis as selected Payment is due upon invoice or at the start of each billing cycle We accept payment via [specify payment methods: credit card, bank transfer, etc.] All fees are quoted in [specify currency: SGD, USD, etc.] unless otherwise agreed Fees are non-refundable except as expressly stated in these Terms or required by law 2.5.3 Meta/WhatsApp Messaging Fees In addition to Platform subscription fees, Platform Users are responsible for: WhatsApp conversation fees charged by Meta based on message volume and country These fees are passed through at cost with no markup from Innopartner Payment for Meta fees is processed through your Wallet balance or as specified in your plan 2.5.4 Price Changes We reserve the right to change subscription pricing with 30 days' advance notice. Price changes will apply at your next renewal. If you do not agree to the price change, you may cancel your subscription before the renewal date. 2.5.5 Plan Changes You may upgrade your plan at any time. Upgrades take effect immediately and you will be charged a prorated amount for the remainder of your billing cycle. Downgrades take effect at the end of your current billing cycle. No refunds or credits will be provided for downgrading. 2.5.6 Late Payment If payment is not received by the due date: Your account may be suspended after 7 days Your access to the Platform will be restricted We reserve the right to terminate your account after 30 days of non-payment You remain responsible for all outstanding fees 2.5.7 Free Trials If you sign up for a free trial: Trial period duration will be specified at signup No payment is required during the trial period Trial automatically converts to a paid subscription unless canceled before trial end We reserve the right to limit or revoke free trials 2.6 Data and Privacy 2.6.1 Data Controller vs. Data Processor For Platform User data (your business information, account data, billing information): We act as the Data Controller For End User data (messages, contact information, conversation history): We act as the Data Processor on your behalf 2.6.2 Platform User Responsibilities as Data Controller As the Data Controller for your End User data, you are responsible for: Providing End Users with appropriate privacy notices Obtaining lawful consent for data collection and processing Handling End User rights requests (access, correction, deletion) Ensuring compliance with PDPA, GDPR, and other applicable data protection laws Notifying us of any data processing restrictions or requirements 2.6.3 Data Processing Agreement Our processing of End User data on your behalf is governed by our Data Processing Agreement (DPA), which is incorporated into these Terms by reference. The DPA includes: Detailed data processing instructions Security and confidentiality obligations Sub-processor disclosures Data breach notification procedures Assistance with data subject rights requests Term and termination provisions You may request a copy of the DPA at inquiry@innopartner.co. 2.6.4 Data Security We implement industry-standard security measures including: Encryption of data in transit and at rest Access controls and authentication Regular security audits and assessments Employee confidentiality obligations Incident response procedures However, no system is completely secure. You acknowledge the inherent security risks of internet-based services. 2.6.5 Data Retention and Deletion Message data is retained according to your account settings, with a maximum of 24 months You may delete End User data at any time through the Platform Upon account termination, all End User data will be deleted within 90 days unless legally required to retain Billing and financial records are retained for 7 years as required by Singapore law 2.6.6 Data Portability You may export your data from the Platform at any time using our export tools. We will provide assistance with data export upon request. 2.7 Intellectual Property and Content 2.7.1 Platform Ownership We own all rights, title, and interest in the Platform, including: Software code and architecture Platform interface and design Documentation and training materials Logos, trademarks, and branding Updates, improvements, and derivatives 2.7.2 License to Use Platform We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your business purposes in accordance with these Terms and your Subscription Plan. 2.7.3 Your Content You retain all rights to your content (messages, media, contact lists, templates, etc.). By using the Platform, you grant us a license to: Store, process, and transmit your content as necessary to provide the Platform services Use aggregated, anonymized data for analytics and service improvements Display your content to your authorized users 2.7.4 Feedback If you provide feedback, suggestions, or ideas about the Platform, we may use this feedback without obligation or compensation to you. 2.8 Third-Party Services and Integration 2.8.1 Meta/WhatsApp The Platform integrates with Meta's WhatsApp Business Platform. Your use is subject to: WhatsApp Business Terms WhatsApp Business Policy WhatsApp Commerce Policy Meta Platform Terms We are not responsible for Meta/WhatsApp's services, policies, or actions including: WABA suspensions or restrictions Policy changes or enforcement Service outages or technical issues Changes to messaging fees 2.8.2 Other Integrations The Platform may integrate with third-party services (CRMs, payment processors, analytics tools, etc.). Your use of these services is subject to their respective terms. We are not responsible for third-party services. 2.8.3 API Access If your plan includes API access, you must: Use APIs only for intended purposes Comply with rate limits and usage guidelines Keep API credentials secure Not attempt to circumvent usage restrictions 2.9 Account Suspension and Termination 2.9.1 Suspension by Innopartner We may immediately suspend your account without notice if: You violate these Terms, WhatsApp policies, or applicable laws Your account is used for prohibited activities Your payment fails or account is past due We receive complaints about your messaging practices Your WABA is restricted or suspended by Meta We reasonably believe suspension is necessary to prevent harm or legal liability 2.9.2 Termination by Innopartner We may terminate your account with 14 days' notice if: You persistently violate these Terms We discontinue the Platform or cease operations Required by law or government order Your account remains suspended for more than 30 days We may terminate immediately without notice for: Fraudulent activity Severe policy violations Legal requirements 2.9.3 Termination by Platform User You may terminate your account at any time by: Providing written notice to inquiry@innopartner.co Canceling through the Platform interface (if available) Termination is effective at the end of your current billing cycle. No refunds for partial months. 2.9.4 Effects of Termination Upon termination: Your access to the Platform will cease You must immediately stop using the Platform Outstanding fees remain due and payable Your data will be deleted according to our retention policy (90 days) You may request a data export before deletion Provisions that should survive (payment obligations, liability limitations, etc.) will continue 2.9.5 No Refunds Fees paid are non-refundable except: If we terminate without cause If required by applicable consumer protection laws As expressly agreed in writing 2.10 Warranties and Disclaimers 2.10.1 Platform "As-Is" The Platform is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to: Warranties of merchantability Fitness for a particular purpose Non-infringement Uninterrupted or error-free operation Accuracy or reliability of results 2.10.2 No Guarantee of Results We do not guarantee: Message delivery success rates Specific business outcomes or ROI WhatsApp account approval or maintenance of good standing Compatibility with all third-party services That the Platform will meet all your requirements 2.10.3 Third-Party Services We do not warrant or guarantee: Meta/WhatsApp service availability or reliability Continued availability of WhatsApp Business API Third-party integration functionality Actions or policies of Meta or other third parties 2.10.4 Your Warranties You represent and warrant that: You have the right and authority to use the Platform Your use complies with all applicable laws and policies You have obtained necessary consents from End Users Your content does not infringe third-party rights Information you provide is accurate and complete 2.11 Limitation of Liability 2.11.1 Liability Cap To the maximum extent permitted by law, our total liability to you for any claims arising from or related to the Platform shall not exceed the amount you paid to us in the 12 months preceding the claim. 2.11.2 Excluded Damages In no event shall we be liable for: Indirect, incidental, special, consequential, or punitive damages Loss of profits, revenue, data, or business opportunities Business interruption or downtime Damages arising from your content or use of the Platform Damages caused by third parties (including Meta/WhatsApp) Damages arising from account suspension or termination Even if we have been advised of the possibility of such damages. 2.11.3 Client Liability This limitation of liability does not limit YOUR liability for: Payment obligations Breach of intellectual property provisions Indemnification obligations Gross negligence or willful misconduct 2.12 Indemnification 2.12.1 Your Indemnification Obligations You agree to indemnify, defend, and hold harmless Innopartner, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: Your violation of these Terms Your violation of WhatsApp policies or applicable laws Your content or messages sent through the Platform Your relationships with End Users Claims by End Users regarding your messages or data practices Your violation of third-party rights Your negligence or willful misconduct 2.12.2 Our Indemnification Obligations We will indemnify you against third-party claims that the Platform infringes intellectual property rights, provided you: Promptly notify us of the claim Give us sole control of defense and settlement Provide reasonable cooperation This indemnification does not apply if infringement arises from: Your modifications to the Platform Your combination of the Platform with other services Your continued use after we notified you of infringement 2.13 Compliance and Cooperation 2.13.1 Regulatory Compliance You are responsible for compliance with all laws and regulations applicable to your industry and jurisdiction, including but not limited to: Financial services regulations (if applicable) Healthcare privacy laws (if applicable) E-commerce and consumer protection laws Marketing and advertising regulations Industry-specific compliance requirements 2.13.2 Cooperation with Investigations You agree to cooperate with: Our investigations of Terms violations Meta/WhatsApp policy enforcement Legal or regulatory inquiries Security incident response 2.13.3 Audit Rights We reserve the right to audit your use of the Platform to ensure compliance with these Terms. You agree to provide reasonable cooperation and access during audits. 2.14 Changes to the Platform 2.14.1 Updates and Modifications We may: Add, modify, or remove Platform features Update the user interface Change integrations or supported services Improve performance and security We will notify you of material changes that negatively impact functionality. 2.14.2 Beta Features We may offer beta or experimental features. These are provided "as-is" with no warranties and may be modified or discontinued at any time. 2.14.3 Discontinuation of Service We may discontinue the Platform with 90 days' notice. In such case, you will receive a pro-rated refund for unused subscription time. 2.15 Support 2.15.1 Support Levels Support availability depends on your Subscription Plan: Basic: Email support during business hours Professional: Priority email and chat support Enterprise: 24/7 support with dedicated account manager 2.15.2 Support Scope We provide support for: Platform functionality and features Technical issues and troubleshooting Guidance on WhatsApp policies and best practices Account and billing questions We do not provide: Custom development or integration services (unless separately contracted) WhatsApp account recovery (contact Meta directly) End User support (this is your responsibility) 2.16 Notices 2.16.1 Notice to You We may send notices to you: Via email to your registered email address Through the Platform dashboard or notifications By posting on our website Notices are deemed received 24 hours after sending. 2.16.2 Notice to Us You must send legal notices to: Innopartner Pte Ltd Email: inquiry@innopartner.co Subject: "Legal Notice - [Your Account Name]" Notices are effective when received and confirmed by us. 2.17 Miscellaneous Platform Terms 2.17.1 Assignment You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets. 2.17.2 Force Majeure We are not liable for delays or failures in performance caused by circumstances beyond our reasonable control, including: Natural disasters War, terrorism, or civil unrest Government actions or regulations Internet or telecommunications failures Third-party service outages (including Meta/WhatsApp) Labor disputes 2.17.3 Severability If any provision of these Terms is found invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full effect. 2.17.4 Waiver Our failure to enforce any provision does not waive our right to enforce it later. Any waiver must be in writing. 2.17.5 Entire Agreement These Terms, together with our Privacy Policy and any additional agreements (such as the DPA), constitute the entire agreement between you and Innopartner regarding the Platform and supersede all prior agreements. 2.17.6 Relationship Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Innopartner. 2.17.7 Third-Party Beneficiaries These Terms are between you and Innopartner only. No third party has any rights under these Terms except as expressly stated. 2.18 Contact for Platform Matters For questions, support, or notices regarding Innovators Messaging Hub: General inquiries: Email: inquiry@innopartner.co Subject Line: "Innovators Messaging Hub - [Account Name]" Technical support: Email: inquiry@innopartner.co Subject Line: "Platform Support - [Your Issue]" Billing questions: Email: inquiry@innopartner.co Subject Line: "Billing Inquiry - [Account Name]" 3. GENERAL PROVISIONS 3.1 Governing Law These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions. 3.2 Dispute Resolution 3.2.1 Negotiation Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days. 3.2.2 Arbitration If negotiation fails, disputes shall be resolved through binding arbitration in Singapore under the Singapore International Arbitration Centre (SIAC) Rules. The arbitration shall be conducted in English. 3.2.3 Exceptions Either party may seek injunctive relief in court for: Intellectual property infringement Breach of confidentiality Urgent matters requiring immediate relief 3.3 Severability If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. 3.4 Entire Agreement These Terms, together with our Privacy Policy and any additional agreements referenced herein, constitute the entire agreement between you and Innopartner and supersede all prior or contemporaneous communications and proposals. 3.5 Contact Information For general inquiries about these Terms: Innopartner Pte Ltd Email: inquiry@innopartner.co Website: https://www.innopartner.co ACKNOWLEDGMENT BY USING INNOPARTNER'S SERVICES, INCLUDING THE INNOVATORS MESSAGING HUB PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. Effective date: 13 February 2025 Last updated: 13 February 2025 Innopartner Pte Ltd Email: inquiry@innopartner.co Website: https://www.innopartner.co These Terms of Service are governed by the laws of Singapore.