DROOTOO TERMS AND CONDITIONS

This End User License Agreement (this “Agreement”) is a legal contract between you, either as an individual or a single entity (“you”), and Drootoo Pte.Ltd., its subsidiaries and affiliates (collectively, “DROOTOO”, ”we”, ”us”, or “our”), governing your use of the platform, software, services, and associated online or electronic documentation published, distributed or otherwise made available by DROOTOO (this platform, software, services and documentation, and any applicable updates provided by DROOTOO, collectively referred to as the “Platform”).This Agreement takes effect when you click an “I have read and I agree to the” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

1. Use of DROOTOO Online Platform.

a. Right to use. We grant you the right to access and use the Platform and use the Platform included with your Subscription, as further described in this agreement. We reserve all other rights.

b. Acceptable use. You may use the Platform only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Platform. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Platform Terms.

c. End Users. You control access by End Users, and you are responsible for their use of the Platform in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.

d. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Platform to you without violating the rights of any third party or otherwise obligating Drootoo to you or to any third party. DROOTOO does not and will not assume any obligations with respect to Customer Data or to your use of the Platform other than as expressly set forth in this agreement or as required by applicable law.

e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Platform. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Platform. The email of our support team is [email protected].

f. Third Party Content. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.

2. Intellectual Property.

a. The copyright, patents, trade marks, registered designs and all intellectual property rights in the Platform, Services and all Content shall vest in and remain with DROOTOO and its licensors. Consent is granted to view, electronically copy, and print in hard copy portions of the Site for the sole purpose of placing an order with DROOTOO for your use. Any other use of the materials on this Site, including modification, distribution, or reproduction for purposes other than those noted above, without the prior written permission of DROOTOO is strictly prohibited. You acknowledge that DROOTOO and/or third-party content providers remain the owners of such material and that you do not acquire any of those ownership rights by downloading copyrighted material. DROOTOO reserves the right to revoke this authorization at any time, and any use shall be discontinued immediately on written notice from DROOTOO.

b. The trademarks, logos and service marks (“Marks”) displayed on this Site or App are the property of DROOTOO and other third parties, and all rights to the Marks are expressly reserved by DROOTOO and relevant third parties. You are not permitted to use the name of DROOTOO or any Marks, including in any advertising or publicity or as a hyperlink, without the prior written consent of DROOTOO or such third party.

c. The domain name on which the Platform or Site is hosted on is the sole property of DROOTOO and you may not use or otherwise adopt a similar name for your own use.

3. Changes.

a. To the Service Offerings. We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.

b. To the APIs. We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 6 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

c. To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time in accordance with company policy.

4. Termination.

a. Without prejudice to any other DROOTOO rights, DROOTOO shall have the right to immediately terminate this Agreement, including without limitation termination of any user accounts associated with the Platform, with or without notice to you if DROOTOO deems that you fail to comply with your obligations under this Agreement. Upon termination, you must immediately cease all use of the Platform and its applications or services.

5. Indemnity.

You agree to indemnify and hold DROOTOO and its officers, agents, partners, and employees, harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses, due to or arising out of:

a. Any use of the Platform, Software or any Service;

b. Your connection to the Platform;

c. Your breach of any terms and conditions of these Terms of Use;

d. Your violation of any rights of any third party, including providers of courier services arranged via the Platform or any Service;

e. Your violation of any rights of another person or entity; or

f. Your breach of any statutory requirement, duty or law.

6. Disclaimers.

a. THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

7. Governing Law & Jurisdiction.

a. These Terms of Use and all matters relating to your access to, or use of, the Site, App and the Services shall be governed by and construed in accordance with the laws of Singapore including without limitation the provisions of the Singapore Evidence Act (Chapter 97) and the Electronic Transactions Act (Cap. 88), without giving effect to any principles of conflicts of law.

b. You hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts.

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