MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement, together with the Supplemental Terms (where applicable), Order Forms, the HerdHR Privacy Policy located on the Site, and any supplementary written agreements or terms as may be in force from time to time (collectively, the “Agreement”), shall govern the use of the Service(s) as defined below and any other services provided by HerdHR Private Limited (Registration No. 201425298G), a company incorporated in the Republic of Singapore (“HerdHR”), whether in connection with a paid or free trial subscription to the Service(s).

Where you are entering into the Agreement on behalf of a company, organization or another legal entity (an “Entity”), the term “Subscriber” shall refer to the Entity. By clicking the “I Agree” button, you represent and warrant to HerdHR that you are authorised to bind that Entity to the Agreement and the Entity is deemed to have read, accept and agree to be bound by the Agreement. If you do not agree to the terms of the Agreement and/or do not have such authority to bind the Entity to the terms of the Agreement, you must not accept the Agreement and shall not use any of the Service(s).

1. DEFINITIONS AND INTERPRETATIONS

In the Agreement, unless the context or subject matter otherwise requires:

1.1 The following terms have the following meanings:

“Account” means any accounts created by or on behalf of Subscriber or its Agents within the Services.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Agent” means an individual authorised to use a Service through the Subscriber’s Account as an agent and/or administrator.

“Agreement” means this Master Subscription Agreement together with all Supplemental Terms (where applicable), Order Forms, the HerdHR Privacy Policy located on our Site, and any supplementary written agreements or terms as may be in force from time to time or any time.

“API” means the application programming interfaces developed and enabled by HerdHR that permit Subscribers to access certain functionalities provided by the Service(s), including, without limitation, the REST API that enables the interaction with the Service(s) automatically through HTTP requests and the application development API that enables the integration of the Service(s) with other web applications, and “API Agreements” refer to agreements which govern the access and use of the API.

“Associated Services” means products, services, features and functionalities designed to be used in conjunction with the Service(s) but not included in the Service Plan(s) to which the Subscriber may subscribe, including, without limitation, integrations and applications created or developed by HerdHR and made available on the Site, web portal or mobile applications. All Associated Services that the Subscriber purchased or deployed or subscribed to shall be referred to as “Deployed Associated Services”.

“Beta Services” means products, services or functionalities provided by HerdHR that may be made available to the Subscriber for trial at no additional charge, which is clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description.

“Calendar Day” means a day on the calendar, and includes Saturdays, Sundays and gazetted public holidays.

“Calendar Month” means a month on the calendar.

“Channel Partner” means a third party who has entered into a Channel Partner Agreement with HerdHR.

“Confidential Information” means all information disclosed by one Party to the other that is either (a) identified as confidential at the time of disclosure, or (b) should be reasonably known by the other Party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure. Such information includes, but is not limited to, information relating to HerdHR’s security policies and procedures. For purposes of the Agreement, Personal Data and Service Data shall be deemed Confidential Information.

“Effective Date” means the date that the Subscriber first clicks on the “I Agree” button to accept and agree to be bound by the terms of the Agreement.

“End-User” means any person or entity other than the Subscriber or Agents with whom Subscriber or its Agents interact with using a Service.

“HerdHR” means HerdHR Private Limited (Registration No. 201425298G), a company incorporated in the Republic of Singapore.

“Intellectual Property” means all current and future trademarks, service marks, trade names, copyrights, trade secrets, patents, know-how, designs, any codes (including algorithms embodied in the Services) and all other intellectual property rights of HerdHR.

“Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.

“Order Form” means a service order form generated by HerdHR and/or the Channel Partner and executed or approved by the Subscriber for its subscription to a Service. The form may detail, among other things, the number of Agents authorised to use a Service under the Subscriber’s subscription to a Service and the Service Plan applicable to the Subscriber’s subscription to a Service.

“Payment Gateway” means a service that verifies and accepts payments made to HerdHR through secure Internet connections.

“Parties” means HerdHR and the Subscriber, and “Party” means any one of them.

“PDPA” means the Personal Data Protection Act 2012 (No. 26 of 2012) of the Republic of Singapore.

“Personal Data” means data, whether true or not, about an individual who can be identified: (a) from that data alone; or (b) from that data and other information which HerdHR has or is likely to have access.

“Personnel” means employees of HerdHR, Service Providers and contractors engaged by HerdHR in connection with performance hereunder.

“Processing/To Process/Processed” means any operation or set of operations which is performed upon Service Data, whether or not by automatic means, including, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Services” means the products and services that are made available online by HerdHR to the Subscriber and accessible through the web portal and/or its related mobile applications whether on a trial or paid basis, and “Service” means any one of the Services. For the avoidance of doubt, the definition of “Services” shall include Deployed Associated Services and shall exclude: (a) Third Party Services; (b) Associated Services that are not provided under the Agreement and c) Beta Services.

“Service Data” means electronic data, text, messages, communications or other materials submitted to and stored within a Service by the Subscriber, its Agents and/or the End-Users, which may include Personal Data.

“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Services to which the Subscriber has subscribed.

“Service Provider(s)” means any entity which agrees to provide a service to HerdHR and/or its Affiliates.

“Site” means a website operated by HerdHR, including http://herdhr.com/, as well as all other websites that HerdHR operates.

“Software” means software provided by HerdHR (either by download or access through the Internet) that allows Subscribers, Agents or End-Users to use any functionality in connection with the applicable Service.

“Subscriber” means the Entity which has accepted and agreed to be bound by the Agreement.

“Subscription Charges” means all fees associated with the Subscriber’s access to and use of a Service.

“Subscription Period” means the period during which the Subscriber has agreed to subscribe to a Service.

“Supplemental Terms” means the additional terms and conditions that are: (a) contained in the Agreement under the Section entitled, “Supplemental Terms and Conditions” which apply and are incorporated into the Agreement; or (b) included or incorporated in an Order Form.

“Term” means the period starting on the Effective Date of the Agreement and ending upon the termination of the Agreement.

“Third Party Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information obtained separately by the Subscriber which a Service links to, or which the Subscriber may connect to or enable in conjunction with a Service, including, without limitation, third party services which may be integrated directly into Accounts by the Subscriber or at the Subscriber’s direction.

“TPS Provider” refers to the provider of Third Party Services.

1.2 Any reference to a statutory provision shall include such provision and any subsidiary legislation or regulations made in pursuance thereof as from time to time modified or re-enacted so far as such modification or re-enactment applies or is capable of applying to the Agreement.
1.3 The term “including” shall be deemed to mean “including, without limitation”.
1.4 The headings in the Agreement are for reference purposes only and shall not be incorporated into the Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
1.5 Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing a gender include every gender and reference to persons include bodies corporate or unincorporated.
1.6 In the Agreement, the contra proferentum rule of construction of contracts shall not apply.

2. SERVICES

2.1 During the Subscription Period, and subject to the terms of the Agreement and compliance by the Subscriber and Agents with the Agreement, HerdHR shall provide the Subscriber with a limited and non-exclusive right to access the Service(s) consistent with the Service Plan(s) that the Subscriber has subscribed to, and (where applicable) any Deployed Associated Services.
2.2 HerdHR shall use reasonable efforts to:
(a) make the Services and Service Data available to the Subscriber pursuant to the Agreement and the applicable Order Forms;
(b) make the Services available 24 hours a day, 7 days a week, except:

(i). during planned downtime for upgrades and maintenance to the Services (of which HerdHR shall use reasonable efforts to notify the Subscriber in advance both through the Site and a notice to all Accounts) (“Planned Downtime”); and

(ii). for any unavailability caused by circumstances beyond HerdHR’s reasonable control and which by the exercise of reasonable diligence HerdHR was unable to prevent, including the following: acts of God; fires, floods, earthquakes, typhoons, tsunamis or other physical natural disasters or extraordinary weather conditions; epidemics; blockades or embargoes; riot, war, armed conflict, invasion, act of foreign enemies, acts of terrorism, civil war, rebellion, or revolution; requisition or compulsory acquisition by any governmental or competent authority; strikes, labour disruptions or industrial disputes; changes and amendments of any relevant orders, legislation and/or regulations; and the imposition of prohibitive governmental regulations, sanctions or limitations.

2.3 Through the use of web services and APIs, the Services interoperates with a range of Third Party Service features. HerdHR does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a TSP Provider ceases to provide that feature or ceases to make that feature available on reasonable terms, HerdHR may cease to make available that feature to the Subscriber. For the avoidance of doubt, if HerdHR exercises its right to cease the availability of a Third Party Service, the Subscriber is not entitled to any refund, discount or other compensation.
2.4 HerdHR reserves the right:
(a) To monitor and periodically audit the Subscriber’s use of the Services to ensure that the Subscriber is in compliance with the Agreement and the Service Plan. Should HerdHR discover that the Subscriber or any Agent’s use of a Service is not in compliance with the Agreement or the Service Plan restrictions on the Site, HerdHR reserves the right to charge the Subscriber, and the Subscriber hereby agrees to pay for the said usage in addition to other remedies available to HerdHR. For the avoidance of doubt, HerdHR is not obliged to monitor or periodically audit the Subscriber’s use of the Services.
(b) To, in its sole discretion, temporarily suspend the Subscriber’s access to and use of a Service if HerdHR suspects or detects any Malicious Software connected to the Subscriber’s Account or use of a Service by the Subscriber, its Agents or End-Users.
(c) To, in its sole discretion, restrict the Subscriber’s access to and use of a service if HerdHR reasonably suspects the Subscriber to be a competitor (or an agent of a competitor) of HerdHR and/or who might reverse engineer, decompile or copy the Services.
(d) To, in its sole discretion, modify or change the names and descriptions of the Services, and to the extent the Subscriber is given access to such Services, the Agreement shall (unless agreed otherwise in writing) be deemed to apply to such Services as newly named or described.
2.5 The Subscriber acknowledges that HerdHR may modify the features and functionality of the Services during the Subscription Period, and that no claim shall lie against HerdHR in respect of any such modification of the Services.
2.6 If the Subscriber registers for a free trial for any of the Services:
(a) HerdHR shall make such Services available to the Subscriber on a trial basis free of charge until the earlier of the following:

(i). In the event the Subscriber does not purchase a paid subscription to the same Service, upon the end of the free trial period or termination of the trial by HerdHR in its sole discretion; or

(ii). In the event the Subscriber purchases a paid subscription to the same Service, upon the start date of the paid subscription.

(b) Any Service Data that the Subscriber enters into a Service, and any configurations or customisations made to a Service by or for the Subscriber during the free trial will be permanently lost unless the Subscriber purchases a paid subscription to the same Service as covered by the trial or exports such Service Data before the end of the free trial period.
(c) Any additional terms and conditions that may appear on the trial registration web page and are accepted by the Subscriber are incorporated into the Agreement by reference and are legally binding.
2.7 From time to time, HerdHR may make Beta Services available to the Subscriber at no charge. The Subscriber may choose to try such Beta Services in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to the Subscriber.
2.8 HerdHR may discontinue Beta Services at any time in its sole discretion and may never make them generally available. HerdHR shall not be liable for any harm or damage arising out of or in connection with a Beta Service.
2.9 All restrictions, HerdHR’s reservation of rights and the Subscriber’s obligations concerning the Service, and use of any Third Party Services shall apply equally to the Subscriber’s use of Beta Services. Unless otherwise stated, Beta Services trial periods will expire on the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation, or HerdHR in its sole discretion choses to terminate the Beta Services.
2.10 To the extent Service Data constitutes Personal Data, HerdHR shall be deemed a “data intermediary” as defined in the PDPA. In this regard, HerdHR shall comply with all of its obligations under the PDPA and any other relevant country-specific terms as a data intermediary.

3. THE SUBSCRIBER’S OBLIGATIONS

3.1 The Subscriber shall comply with the terms of the Agreement as updated from time to time by HerdHR, and all applicable laws and regulations in using the Services.
3.2 The Subscriber shall obtain and maintain any equipment and ancillary services necessary to connect to, access or otherwise use the Services (including any necessary servers, web servers, network, modems, hardware, software, operating systems, and the like). In particular, a high-speed Internet connection is required for proper transmission of the Services. The Subscriber is responsible for procuring and maintaining the network connections that connect the Subscriber’s network to the Services, including “browser” software that supports protocols used by HerdHR, such as the Transport Layer Security (“TLS”) protocol or other protocols accepted by HerdHR, and to follow procedures for accessing services that support such protocols. HerdHR is not responsible for notifying the Subscriber, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by HerdHR. HerdHR assumes no responsibility for the reliability or performance of any connections as described in this paragraph.
3.3 The Subscriber’s right to access and use the API is subject to the restrictions and policies implemented by HerdHR from time to time with respect to the API as set forth in the API Agreement or otherwise communicated to the Subscriber in writing.
3.4 The Subscriber undertakes not to:
(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or make the Services available for use to any third party other than Agents and End-Users;
(b) modify, adapt, or hack the Services or otherwise attempt to gain unauthorised access to the Services or related systems or networks;
(c) falsely imply any sponsorship or association with HerdHR and/or its Affiliates,
(d) use the Services in any unlawful manner, including any violation of a person’s privacy and/or of the PDPA;
(e) use the Services to send unsolicited or unauthorised bulk mail, junk mail, spam, pyramid schemes letters, Unsolicited Commercial Emails (“UCE”) or other forms of duplicative or unsolicited messages;
(f) use the Services to store or transmit files, materials, data, text, audio, video, images or any other content that infringes on any person’s intellectual property rights;
(g) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
(h) attempt to decompile, reverse engineer, disassemble or otherwise attempt to derive or decrypt the source code or any underlying algorithms, user interface techniques or other ideas embodied in the Services, or any part of the Intellectual Property;
(i) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
(j) use the Services to knowingly post transmit, upload, link to, send or store any Malicious Software;
(k) use or launch any automated system that accesses a Service (i.e., bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or
(l) attempt to use, or use the Services in violation of the Agreement.
3.5 The Subscriber shall ensure that its Agents and End-Users comply with the provisions of the Agreement. Without limiting the foregoing, the Subscriber shall:
(a) ensure that use of the Services to store and transmit Service Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations the Subscriber may maintain or enter into with Agents or End-Users; and
(b) maintain all responsibility determining whether the Services or the information generated thereby are accurate and/or sufficient for its purposes.
3.6 Subject to any limitation on the number of individual Agents available under the applicable Service Plan(s) to which the Subscriber subscribed or the applicable Deployed Associated Service, access to and use of the Services is restricted to the specified number of individual Agents permitted under the Subscriber’s subscription to the applicable Service.
The Subscriber agrees and acknowledges that each Agent will be identified by a unique hostname, username and password (“Login”) and that an Agent Login may only be used by one (1) individual. The Subscriber shall not allow an Agent Login to be used and/or shared by multiple individuals. The Subscriber and its Agents are responsible for maintaining the confidentiality of all Login information.
3.7 The Subscriber shall not access the Services if it is a direct competitor of HerdHR and/or its Affiliates, except with HerdHR’s prior written consent. The Subscriber shall not access the Services for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
3.8 The Subscriber is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Service Data into, and process and distribute Service Data through, the Services.
3.9 The Subscriber undertakes to provide notice to and receive all necessary consents from its End-Users to contact them using the Service.
3.10 The Subscriber undertakes to provide notice to and receive all necessary consents from its Agents in the course of the Agent’s usage of the Services.
3.11 The Subscriber is prohibited from putting the following types of information into any email campaign functionality made available for it in the Service:
(a) National Registration Identity Card number, passport number, driver’s license number, or similar identifier (or any portion thereof);
(b) credit or debit card number, financial information, banking account numbers or passwords;
(c) employment, financial, or health information;
(d)political, ethnic, or religious affiliation, union membership, or sexual orientation;
(e) any account passwords, mother’s maiden name, or date of birth;
(f) criminal history; or
(g) any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.
3.12 The Subscriber is prohibited from engaging in the following activities in its use of the email campaign functionality made available for it in the Service:
(a) using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from the Subscriber by affirmatively opting-in to receive those emails);
(b) using purchased or rented email lists;
(c) using third party email addresses, domain names, or mail servers without proper permission;
(d) sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);
(e) sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
(f) failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from the Subscriber’s mailing list;
(g) failing to comply with any request from a recipient to be removed from the Subscriber’s mailing list within ten (10) Calendar Days of receipt of the request;
(h) failing to include in each email a link to the then-current privacy policy applicable to that email;
(i) disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
(j) omitting in each email the Subscriber’s valid physical mailing address or a link to that information; and
(k) including “junk mail”, “chain letters”, “pyramid schemes”, incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient.

In addition to the above, the Subscriber shall not use the Service’s email campaign functionality for high risk activities, which include the operation of nuclear facilities, air traffic control, life support systems or where the use or failure of the Service could lead to death, personal injury, or environmental damage.

3.13 The Subscriber is solely responsible for its operation of the Service in compliance with all applicable laws in all jurisdictions, including, but not limited to, laws regulating the contacting of individuals for commercial use.
3.14 HerdHR shall, at its sole discretion, refer any suspected fraudulent, abusive, or illegal activity by the Subscriber, Agents or End-Users to the appropriate law enforcement authorities.

4. CONFIDENTIALITY

4.1 Each Party (“Receiving Party”) shall keep strictly secret and confidential any Confidential Information it has received from the other Party (“Disclosing Party”) except as set forth in the Agreement, save that HerdHR is entitled to disclose Confidential Information to Personnel on a confidential “need-to-know” basis.
4.2 Each Party shall only use Confidential Information furnished to it hereunder solely to exercise their respective rights and perform their respective obligations under the Agreement.
4.3 The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorised disclosure of the Disclosing Party’s Confidential Information.
4.4 Notwithstanding the above, the Parties’ non-disclosure obligation in Clauses 4.1 to 4.3 shall not apply to information which a Receiving Party can document and prove:

(a) was rightfully in its possession or known to it prior to receipt of the Confidential Information;

(b) is or has become public knowledge through no fault of the Receiving Party;

(c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; and/or

(d) is required to be disclosed pursuant to a regulation, law, decree, court order or other government policy, but only to the extent required to comply with such regulation or order and with advance written notice of five (5) Calendar Days given to the Disclosing Party.

4.5 The provisions set out in Sections 4.1 to 4.4 shall supersede any non-disclosure agreement by and between the Parties that would purport to address the confidentiality and security of Service Data and such agreement shall have no further force or effect with respect to Service Data.

5. SECURITY AND DATA PROTECTION

5.1 HerdHR shall maintain the following safeguards for protection of the security, confidentiality and integrity of Service Data (“Security Measures”):

(a) Data Transmission. HerdHR shall maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Service Data. These safeguards include encryption of Service Data in transmission (using TLS or similar technologies) over the internet, except for any Third Party Services that does not support encryption, which the Subscriber may link to through the Services at its own risk and election.

(b) Access Control and Privilege Management. HerdHR shall restrict administrative access to customer production systems to operational personnel. HerdHR shall require such personnel to have unique IDs and associated cryptographic keys. These keys are used to authenticate and identify each person’s activities on HerdHR’s systems, including access to Service Data. Upon hire, HerdHR’s operational personnel are assigned unique keys. Upon termination, these keys are revoked. Access rights and levels are based on HerdHR’s employees’ job function and role, using the concepts of least-privilege and need-to-know to match access privileges to defined responsibilities.

(c) Network Management and Security. The data centers utilized by HerdHR maintains industry standard fully redundant and secure network architecture with reasonably sufficient bandwidth as well as redundant network infrastructure to mitigate the impact of individual component failure. HerdHR’s security team utilizes industry standard utilities to provide defense against known common unauthorized network activity, monitors security advisory lists for vulnerabilities, and undertakes regular external vulnerability audits.

(d) Data Center Environment and Physical Security. The data center environments which are utilized by HerdHR in connection with its provision of the Service employ the following security measures:

(i). a security organization responsible for physical security functions 24x7x365;

(ii). access to areas where systems or system components are installed or stored within data centers is restricted through security measures and policies consistent with industry standards; and

(iii). N+1 uninterruptable power supply and HVAC systems, backup power generator architecture and advanced fire suppression.

5.2 Service Data may be hosted by HerdHR and/or its Affiliates and/or their respective Service Providers in Singapore or other locations around the world. In providing the Services, HerdHR may engage its Affiliates, and/or any other authorised Service Providers, to process Service Data.
5.3 During the Subscription Period, these Security Measures may change without notice, as standards evolve or as additional controls are implemented or existing controls are modified as HerdHR deems reasonably necessary.
5.4 HerdHR, its Affiliates, and the Service Providers that are utilized by HerdHR to assist in providing the Services to the Subscriber shall have the right to access the Subscriber’s Account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide the Services, including, without limitation, in response to the Subscriber’s support requests.
5.5 Any Service Providers utilized by HerdHR and/or its Affiliates will only be given access to the Subscriber’s Account and Service Data as is reasonably necessary to provide the Services and will be subject to confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Sections 4.1 to 4.4, as well as their implementing and maintaining compliance with the following technical and organizational security measures:

(a) Physical Access Controls. Service Providers shall take reasonable measures, such as security personnel and secured buildings and factory premises, to prevent unauthorized persons from gaining physical access to data processing systems in which Service Data is Processed.

(b) System Access Controls. Service Providers shall take reasonable measures to prevent data processing systems from being used without authorization. These controls shall vary based on the nature of Processing undertaken and may include, among other controls, authentication via passwords and/or two-factor authentication, documented authorization processes, documented change management processes, and/or logging of access on several levels.

(c) Data Access Controls. Service Providers shall take reasonable measures to provide that Service Data is accessible and manageable only by properly authorized staff, direct database query access is restricted and application access rights are established and enforced to ensure that persons entitled to access Service Data only have access to Service Data to which they have privilege of access; and, that Service Data cannot be read, copied, modified or removed without authorization in the course of Processing.

(d) Transmission Controls. Service Providers shall take reasonable measures to ensure that it is possible to check and establish to which entities the transfer of Service Data by means of data transmission facilities is envisaged so Service Data cannot be read, copied, modified or removed without authorization during electronic transmission or transport.

(e) Input Controls. Service Providers shall take reasonable measures designed to ensure that it is possible to check and establish whether and by whom Service Data has been entered into data processing systems, modified or removed; and, any of transfer of Service Data to a Service Provider is made via a secure transmission.

(f) Data Protection. Service Providers shall take reasonable measures designed to ensure that Service Data is secured to protect against accidental destruction or loss or any leaks of the data.

(g) Logical Separation. Service Providers shall logically segregate Service Data from the data of other parties on its systems to ensure that Service Data may be Processed separately.

5.6 Whenever the Subscriber, its Agents or End-Users interact with the Services, HerdHR automatically receives and records information on its server logs from the browser or device. Such information may include IP addresses, “cookie” information, and the type of browser and/or device being used to access the Services. “Cookies” are identifiers that HerdHR transfers to the browser and/or device of the Subscriber’s Agent or End User. “Cookies” allow HerdHR to recognise the Agent or End User and their browser or device, and provides information on how the Services are being utilised. When HerdHR collects such information, it shall only use this data in aggregate form for statistical analysis, and not in a manner that would identify the Subscriber’s Agents or End-Users personally.
5.7 The Subscriber acknowledges that HerdHR shall receive and store any information the Subscriber knowingly provides to it. This includes Personal Data provided during the registration process for the Services and/or through the Subscriber’s Account settings, including names, email addresses and phone numbers of the Subscriber and its Agents.
5.8 HerdHR may communicate directly with the Subscriber and its Agents. Such communications include sending the Subscriber and its Agents product announcements and promotional offers. If the Subscriber or an Agent does not want to receive such communications from HerdHR, please indicate this preference by sending an email to privacy@herdhr.com detailing the name and email address of each Agent that no longer wishes to receive these communications.
5.9 HerdHR does not rent or sell Personal Data in a personally identifiable form to any entity. However, HerdHR may share Personal Data with third parties in the following ways:

(a) HerdHR may collect aggregated, encoded or anonymized data about a group or category of services, features or users when the Subscriber, its Agents or End-Users use a Service (“Usage Data”). HerdHR may use Usage Data to understand and determine trends in usage of the Services. In addition to collecting and using Usage Data for its own use, HerdHR may share the Usage Data with third parties, including other Subscribers, partners and service providers to help HerdHR better understand Subscribers’ needs and improve the Services. HerdHR may also publish Usage Data to provide relevant information about the Services and for marketing purposes.

(b) HerdHR may anonymize the Personal Data of Agents or End-Users so that they cannot be individually identified, and publish this anonymized information, as segmented by industry, geography and other metrics to provide qualitative insight on customer support metrics and other relevant insights.

(c) HerdHR may anonymize the Personal Data of Agents or End-Users so that they cannot be individually identified, and provide that information to its partners. HerdHR may also provide aggregate usage information to its partners for analytics purposes, who may use such information to help HerdHR understand how often and in what ways people use the Services. However, HerdHR shall not disclose aggregate information to a partner in a manner that would identify Agents or End-Users personally, as an individual.

5.10 HerdHR may also obtain other information, including Personal Data, from third parties where the Subscriber elects to use a Third Party Service or where the Subscriber logs into the Services through such a Third Party Service or otherwise provide HerdHR with access to information from such service. Any access that HerdHR may have to such information from a Third Party Service is in accordance with the authorisation procedures determined by that service. By authorising HerdHR to connect with a Third Party Service, the Subscriber shall be deemed to have authorised HerdHR to access and store names, email address(es), current city, profile picture URL, and other Personal Data that the Third Party Service makes available to HerdHR, and to use and disclose it in accordance with the Agreement and the HerdHR Privacy Policy as in effect from time to time and available on the Site.
5.11 The Subscriber agrees and consents for HerdHR to retain the Subscriber’s Service Data (which does not include Personal Data).
5.12 HerdHR shall not retain and shall dispose and delete all of the relevant Personal Data within one (1) Calendar Month after the termination of the Agreement.
5.13 The Subscriber shall obtain all necessary consents from the relevant individual to enable HerdHR to collect, use, hold and process that information in accordance with the Agreement.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Subscriber acknowledges and agrees that all rights to the Intellectual Property are owned solely by HerdHR.
6.2 The Subscriber shall not contest the validity of any of the Intellectual Property or HerdHR’s exclusive ownership of the Intellectual Property.
6.3 The rights granted to the Subscriber, Agents and End-Users to use the Service(s) under the Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property rights associated therewith.
6.4 All rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property rights, shall remain with HerdHR and belong exclusively to HerdHR.
6.5 Where the Subscriber, Agents, End-Users, or other third parties acting on the Subscriber’s behalf, provides HerdHR with any suggestions, enhancement requests, recommendations or other feedback (collectively, “Feedback”):

(a) all Intellectual Property rights in the Feedback shall and anything created as a result of the Feedback (including new material, enhancements, modifications or derivative works), are owned solely by HerdHR; and

(b) even if designated as confidential by the party offering Feedback, shall not, absent a separate written agreement, create any confidentiality obligation under Section 4 of the Agreement for the receiver of the Feedback.

6.6 The Subscriber shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Intellectual Property, or any word or mark confusingly similar to the Intellectual Property in any jurisdiction.
6.7 The Subscriber shall not decompile, reverse engineer, disassemble or otherwise attempt to derive or decrypt the source code or any underlying algorithms, user interface techniques or other ideas embodied in the Services, or any part of the Intellectual Property.

7. THIRD PARTY SERVICES

7.1 If the Subscriber decides to enable, access or use Third Party Services, the Subscriber’s access and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services.
7.2 HerdHR does not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Services, including their content or the manner in which they handle, protect, manage or Process data (including Service Data) or any interaction between the Subscriber and the TPS Provider.
7.3 HerdHR does not guarantee the continued availability of such Third Party Service features, and may cease enabling access to them without entitling the Subscriber to any refund, credit, or compensation.
7.4 The Subscriber irrevocably waives any claim against HerdHR with respect to such Third Party Services. HerdHR shall not be liable for any damage or loss caused or alleged to be caused by or in connection with the Subscriber’s enablement, access or use of any such Third Party Services, or the Subscriber’s reliance on the privacy practices, data security processes or other policies of such Third Party Services.
7.5 Where the Subscriber registers for, logs into or enables any such Third Party Services on their respective websites, the Subscriber shall be deemed to have permitted HerdHR to disclose Login information and Service Data as necessary to facilitate the use or enablement of such Third Party Services.

8. BILLING, PLAN MODIFICATIONS AND PAYMENTS

8.1 This Clause 8 shall apply only where the Subscriber subscribes to any Service directly with HerdHR. Where the Subscriber subscribes to any Service through the Channel Partner, payment shall be made in accordance with the terms of agreement between the Channel Partner and the Subscriber.
8.2 The Subscriber may subscribe to any Service directly with HerdHR by completing and submitting the Order Form.
8.3 All Order Forms submitted to HerdHR for Services by the Subscriber shall be subject to acceptance by HerdHR. HerdHR shall be deemed to accept the order upon the issuance of HerdHR’s invoice to the Subscriber referencing the Subscriber’s Order Form. Unless the order has been accepted by HerdHR, HerdHR shall not be obliged to activate and/or deliver the Services to any Subscriber.
8.4 HerdHR shall issue its invoice to the Subscriber upon the commencement of the Subscription Period. Unless otherwise indicated in the Agreement and/or in an invoice issued by HerdHR, all Subscription Charges are due within seven (7) Calendar Days from the date of the invoice issued by HerdHR.
8.5 Where the Subscriber elects to upgrade its Service Plan(s) and/or increase the number of Agents authorised to access and use a Service during the Subscription Period (a “Subscription Upgrade”), any increase in Subscription Charges associated with such Subscription Upgrade shall be prorated with reference to the period of time remaining on the Subscriber’s then current Subscription Period, charged to the Subscriber’s Account and due and payable upon the implementation of such Subscription Upgrade. In any future Subscription Period, the Subscription Charges will reflect any such Subscription Updates.
8.6 Failure by the Subscriber to pay the Subscription Charges or other charges indicated on any invoice within seven (7) Calendar Days from the date of HerdHR’s invoice will constitute a material breach of the Agreement. HerdHR shall, without prejudice to HerdHR’s right to recover any loss arising from the non-payment:

(a) be entitled to suspend or cancel access to and use of such Service by the Subscriber, Agents and End-Users; and

(b) be entitled to charge late payment interest at the rate of 1.5% per annum on any outstanding payments due from the Subscriber; and

8.7 HerdHR shall not provide the Subscriber with any refunds of Subscription Charges, Credits or other fees and payments if the Subscriber elects to downgrade its Service Plan(s).
8.8 The Subscriber acknowledges that downgrading a Service Plan may cause loss of content, features, or capacity of the Service, and that HerdHR shall not be liable in respect of any loss arising from such downgrading.
8.9 Unless otherwise stated, HerdHR’s charges do not include any taxes, levies, duties or similar government assessments. The Subscriber is responsible for paying all taxes. If a payment due from the Subscriber is subject to tax or duties which is to be paid by HerdHR (whether by way of direct assessment or withholding at its source), the Subscriber must pay to HerdHR the amount of such taxes or duties in addition to any other fees due under the Agreement.
8.10 For the avoidance of doubt, the Payment Gateway is acting solely as a billing and processing agent for and on behalf of HerdHR and shall not be construed as providing any Services.
8.11 Any Subscriber that mandates and/or requires HerdHR to use a vendor payment portal or compliance portal which charges HerdHR a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, shall be invoiced by HerdHR for the cost of the said fee.
8.12 The Services provide an interface for the Subscriber to change its Card Details (e.g. upon renewal of its credit card). The Subscriber shall ensure that its Card Details remain valid, up-to-date and complete.
8.13 HerdHR shall issue a receipt to the Subscriber upon receiving full payment of the sum stipulated in any invoice issued.

9. PROMOTIONAL CREDITS POLICY

9.1 HerdHR may, at its sole discretion, choose to offer and/or award credits in respect of the Services (the “Credits”). Such Credits may only be used to offset subsequent payments of Subscription Charges for the Service specifically identified by HerdHR when issuing the Credits, and shall hold no monetary or cash value.
9.2 HerdHR reserves the right to determine the form and manner in which such Credits may be issued.
9.3 Credits are non-transferable and shall only be useable by the specific Subscriber that they were offered and/or awarded to.
9.4 Any Credits which may be offered and/or awarded to the Subscriber shall, unless the offer and/or award states otherwise, expire and no longer be redeemable twelve (12) months from the date the credit was issued.

10. CANCELLATION OF SERVICES

10.1 Either Party may elect to cancel a Subscriber’s subscription to a Service as of the end of the Subscription Period by providing notice, in accordance with the Agreement, on or prior to the date thirty (30) Calendar Days preceding the end of such Subscription Period. Unless the Subscriber’s subscription to a Service is cancelled in accordance with this Clause, the Subscriber’s subscription to a Service (including any and all Deployed Associated Services) will automatically be renewed for a Subscription Period equivalent in length to the then expiring Subscription Period.
10.2 Unless otherwise provided for in an Order Form, the Subscription Charges applicable to the Subscriber’s subscription to a Service for any such subsequent Subscription Period shall be HerdHR’s standard Subscription Charges for the Service Plan and Deployed Associated Services which the Subscriber subscribed to or have deployed, as applicable, as of the time such subsequent Subscription Period commences.
10.3 In the event that:

(a) the Subscriber elects to cancel its subscription to the Service(s) prior to the end of the Subscriber’s then effective Subscription Period; or

(b) HerdHR effects cancellation of the Subscriber’s subscription of the Service(s) as a result of a material breach of the Agreement by the Subscriber,

the Subscriber shall immediately pay to HerdHR any then unpaid Subscription Charges in respect of the remainder of such Subscription Period (“unpaid Subscription Charges”), in addition to any other monies it may owe HerdHR. No refunds of Subscription Charges, Credits or other fees and payments shall be provided to the Subscriber.

10.4 HerdHR reserves the right to modify, suspend or cancel the Subscriber’s subscription to any Service (or any part thereof), and to remove, disable and discard any Service Data if it believes that the Subscriber, Agents or End-Users have breached the Agreement. Unless legally prohibited from doing so, HerdHR shall use commercially reasonable efforts to contact the Subscriber directly via email to notify the Subscriber when taking any of the foregoing actions.
10.5 HerdHR shall not be liable to the Subscriber, Agents, End-Users or any other third party for any such modification, suspension, cancellation or discontinuation of the Subscriber’s rights to access and use any Service.

11. TERMINATION OF AGREEMENT

11.1 The Agreement shall take effect on the Effective Date and continue for as long as the Subscriber maintains an Account with HerdHR, or unless terminated under this Clause 11.
11.2 Either Party may terminate the Agreement as of the end of the Subscription Period by providing the other Party with not less than thirty (30) Calendar Days written notice of its intention to terminate the Agreement.
11.3 Where:

(a) the Subscriber is in material breach of its obligations in the Agreement, HerdHR may terminate the Agreement by providing the Subscriber with a written notice.

(b) the Subscriber is placed in either compulsory or voluntary liquidation (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Subscriber makes a composition with its creditors generally or threatens to do any of these things or any judgment is made against the Subscriber or any similar occurrence under any jurisdiction affects the Subscriber, HerdHR may terminate the Agreement with immediate effect by providing the Subscriber with a written notice.

(c) in HerdHR’s opinion, the Subscriber has engaged in any conduct prejudicial to HerdHR, HerdHR may terminate the Agreement by providing the Subscriber with not less than thirty (30) Calendar Days written notice.

11.4 The Subscriber may, by written notice to HerdHR, immediately terminate the Agreement where HerdHR breaches any provision of the Agreement and the breach is not:

(a) remedied within fourteen (14) Calendar Days of the receipt of a notice from the Subscriber requiring HerdHR to remedy the breach; or

(b) capable of being remedied.

11.5 Upon the termination of the Agreement, HerdHR shall cancel the Subscriber’s Account and subscriptions to all Services and the Subscriber shall immediately pay to HerdHR any unpaid Subscription Charges.
11.6 The termination of the Agreement shall not relieve or limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of the Agreement, including any obligation to pay any sums due hereunder.
11.7 HerdHR shall not be liable for any loss or damages incurred by the Subscriber arising from or in connection with the Agreement after the date of termination.
11.8 Upon request by the Subscriber made within thirty (30) Calendar Days after the effective date of termination of the Agreement, HerdHR shall make Service Data available to the Subscriber for export or download. After such 30-day period, HerdHR shall not be under any obligation to maintain or provide any Service Data and shall have the right to delete or destroy all copies of Service Data in its systems or otherwise in its possession or control, unless prohibited by law. In the event that HerdHR is in possession or control of any Service Data within the 30 Calendar Days period, such Service Data shall only be made available to the Subscriber for export or download upon payment of an administrative retrieval fee, to be determined at HerdHR’s sole discretion.

12. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

12.1 Each of the Parties represents and warrants to the others that it has validly entered into the Agreement and has full legal power and authority to do so.
12.2 The Subscriber represents and warrants that it is not a competitor of HerdHR and/or its Affiliates, and will not access the Services for the purposes of monitoring performance, availability, functionality or for any benchmarking or competitive purposes.
12.3 Except as specifically set forth in this section, HerdHR makes no warranties, express or implied, statutory or otherwise, to the Subscriber in respect of the Sites and Services, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or title. HerdHR makes no representations concerning the quality of the Services and does not promise that the Service will meet the Subscriber’s requirements.
12.4 The Subscriber acknowledges that the Services are provided on an “as is” basis, and HerdHR does not warrant that the Services will be uninterrupted, timely, secure, error-free or free from viruses or other Malicious Software, and no information obtained by the Subscriber from HerdHR or through the Services shall create or constitute any warranty not expressly stated in the Agreement.
12.5 HerdHR shall use commercially reasonable efforts to respond to and correct any errors in the Services detected by HerdHR and/or reported by the Subscriber, and to provide a reasonable workaround as soon as possible using its reasonable commercial efforts during HerdHR’s normal business hours. However, HerdHR does not guarantee that all errors can be fixed within any specific timeframe. The Subscriber shall provide such access, information and support as HerdHR may reasonably require in the process of resolving any errors. This paragraph is the Subscriber’s sole and exclusive remedy for errors.

13. LIMITATION OF LIABILITY

13.1 HerdHR’s maximum aggregate liability or in connection with under the Agreement, whether in contract, tort, breach of statutory duty or otherwise, is limited to, and shall not in any event exceed, the fees (if any) paid by the Subscriber to HerdHR for the Services during the twelve (12) months prior to the first event or occurrence giving rise to such liability.
13.2 HerdHR shall not be liable to the Subscriber for the following:

(a) any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly with respect of the supply of the Services;

(b) any loss or damage (including consequential loss or damage) arising from the Subscriber’s use of or inability to use the Services; and

(c) any loss or damage (including consequential loss or damage) arising from the inoperability or malfunction of any Services and/or in respect of the Service’s installation, maintenance or removal.

13.3 Any claims or damages that the Subscriber may have against HerdHR shall only be enforceable against HerdHR and not against its officers, directors, representatives or agents, or any other Affiliate.
13.4 HerdHR shall not be responsible, liable or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the Subscriber failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the Subscriber or its personnel.
13.5 The Subscriber must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by HerdHR under or in connection with the Agreement.

14. INDEMNITY PROVIDED BY HERDHR

14.1 HerdHR shall indemnify and hold the Subscriber harmless, from and against any claim by a third party against the Subscriber to the extent that the claim alleges that the Subscriber’s use of a Service in accordance with the Agreement constitutes an infringement of a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”).
14.2 This indemnity is subject to the Subscriber:

(a) notifying HerdHR in writing of the threat or notice of the IP Claim;

(b) making no admission of liability and not otherwise prejudicing or settling the IP Claim, without HerdHR’s prior written consent; and

(c) giving HerdHR complete and exclusive control, information and authority required for HerdHR to conduct and/or settle the negotiations and litigation relating to the IP Claim (including authority for HerdHR to select and engage lawyers for the purpose of defending and/or settling any such IP Claims); and

(d) fully cooperating with HerdHR in connection therewith.

14.3 Where the use of any Service by the Subscriber, Agents or End-Users, in the opinion of HerdHR, has become or is likely to become the subject of any such IP Claims, HerdHR may, at its own option and expense:

(a) procure for the Subscriber the right to continue using the Service(s) as set forth hereunder;

(b) replace or modify a Service to make it non-infringing; or

(c) if options (a) or (b) are not commercially reasonable or practicable as determined by HerdHR, cancel the Subscriber’s subscription to the Service(s) and repay the Subscriber, on a pro-rata basis, any Subscription Charges previously paid to HerdHR for the corresponding unused portion of the Subscription Period for such Service(s).

14.4 HerdHR shall not be liable or obliged to indemnify the Subscriber with respect to an IP Claim if such claim is caused in whole or in part by, or arises from or in connection with:

(a) the Subscriber’s breach of the Agreement;

(b) the Subscriber’s use of the Services in a manner or for a purpose not reasonably contemplated by the Agreement;

(d) Compliance with designs, data, instructions or specifications provided by the Subscriber;

(e) modification of the Service(s) by anyone other than HerdHR; and/or

(f) the combination, operation or use of the Service(s) with any other hardware or software.

14.5 This section shall constitute the Subscriber’s sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by the Subscriber, Agents or End Users.

15. INDEMNITY PROVIDED BY THE SUBSCRIBER

15.1 The Subscriber shall indemnify and hold HerdHR harmless against any claim brought by a third party against HerdHR, including cost, expense (such as the actual legal fees charged by HerdHR’s solicitors, if any) and loss of any kind, arising from or related to use of a Service by the Subscriber, Agents or End-Users in breach of the Agreement (or where any Service Data infringes the rights of that third party, or where the Service Data is objectionable, incorrect and/or misleading).
15.2 The Subscriber shall take control of the negotiations and litigation relating to such a claim (including to select and engage lawyers for the purpose of defending and/or settling any such a claim), save always that the Subscriber shall not settle or compromise any claim that results in liability or admission of any liability on the part of HerdHR without obtaining HerdHR’s prior written consent.

16. ASSIGNMENT

16.1 The Subscriber shall not sell, assign, transfer or otherwise convey any of its rights or obligations under the Agreement without the prior written consent of HerdHR to do so.
16.2 HerdHR may, without the Subscriber’s consent, assign the Agreement to any of its Affiliates or in connection with any merger or change of control of HerdHR or the sale of all or substantially all of HerdHR assets, provided that any such successor agrees to fulfill its obligations pursuant to the Agreement.
16.3 Subject to the foregoing restrictions, the Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

17. ENTIRE AGREEMENT

17.1 Subject to Clause 17.3, the Agreement, together with any Order Form(s), Supplemental Term(s), and HerdHR’s terms of use and policies published on the Site, constitute the entire agreement between the Subscriber and HerdHR with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals and representation with respect to any matter covered in the Agreement.
17.2 Each of the Parties acknowledges and agrees that he has not entered into the Agreement in reliance of any statement or representation upon any person (whether a Party to the Agreement or not) other than as expressly incorporated in the Agreement and the documents referred to or incorporated in the Agreement.
17.3 Notwithstanding the foregoing, HerdHR may, at its sole discretion, introduce features, functionality, or services to its existing Services. HerdHR shall notify the Subscriber of any additional terms and conditions governing the use of such features, functionality, or services, prior to their activation (“Additional Terms”).

By activating these features, functionality, or services, the Subscriber shall be deemed to accept the Additional Terms. All such Additional Terms shall be considered incorporated into the Agreement when the Subscriber or any Agent activates the feature, functionality, or service. Where there is a conflict between the Agreement and the Additional Terms, the Additional Terms shall prevail.

18. AMENDMENTS TO THE AGREEMENT

18.1 The Subscriber agrees that HerdHR may amend the Agreement from time to time, in which case the amended Agreement will supersede prior versions.
18.2 HerdHR shall notify the Subscriber of any such amendment prior to the commencement date of such amendment to the Agreement.
18.3 The Subscriber’s continued use of the Services following the effective date of any such amendment may be relied upon by HerdHR as consent to any such amendment.

19. WAIVER

No failure or delay by the injured Party to the Agreement in exercising any right, remedy, power or privilege under the Agreement or by law shall constitute a waiver thereof, nor shall single or partial exercise of such right, remedy, or power prevent or restrict any other or further exercise of that or any other right, remedy or power.

20. SEVERABILITY

If any provision of the Agreement is held to be void, invalid, unenforceable or illegal, the validity, legality and enforceability of the remaining provisions or part thereof contained herein shall not in any way be affected or impaired, and the Agreement shall be construed as if such invalid, unlawful or unenforceable provision or part thereof had never been contained herein.

21. RELATIONSHIP OF THE PARTIES

21.1 In all matters relating to the Agreement, the relationship of the Parties shall be that of independent contractors. Nothing stated in the Agreement shall be construed as constituting the Parties herein as partners or joint venturers, or as creating the relationships of employer and employee and/or principal and agent.
21.2 Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party without first obtaining written approval of the other Party.

22. NOTICE

22.1 All notices, demands, or other communications required or permitted to be given or made hereunder shall be in writing, signed by or on behalf of the issuing Party, and sent to the intended recipient at his address or email address set out below (or to such other address or email as either Party may from time to time notify the other in writing: to be provided by HerdHR to the Subscriber under the Agreement may be delivered in writing by:

(a) To the Subscriber:

(i). prepaid registered post the contact mailing address provided by the Subscriber on any Order Form; or

(ii). electronic mail to the electronic mail address provided by the Account owner.

(b) To HerdHR:

(i). mail to Blk 4009 Ang Mo Kio Avenue 10, #02-19, Techplace 1 Singapore 56925 or such other address as HerdHR shall notify the Subscriber; or

(ii). electronic mail to legal@herdhr.com.

22.2 All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, seven (7) Calendar Days after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted.

23. GOVERNING LAW

23.1 The Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
23.2 The Agreement shall be governed and interpreted in English language. In the event of discrepancy between the English version of this Agreement and any translation, the English version shall prevail.

24. DISPUTE RESOLUTION

24.1 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration 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.
(a) The seat of the arbitration shall be Singapore
(b) The tribunal shall consist of one (1) arbitrator.
(c) The language of the arbitration shall be English.

24.2 The arbitration shall be concluded within six (6) Calendar Months of the date of reference of the dispute to arbitration. The decision of the arbitral tribunal shall be in writing, reasoned, final and binding upon the Parties.
24.3 Without prejudice to any other rights or remedies that the Parties may have, where either Party to the Agreement breaches any provision of the Agreement relating to Confidential Information, Service Data, Personal Data or Intellectual Property, the Parties agree that damages are not an adequate remedy and that nothing in the Agreement shall prevent either Party from seeking injunctive relief and/or specific performance with respect to such breaches.

25. RIGHTS OF THIRD PARTIES

25.1 Unless otherwise provided for in the Agreement, a person who is not a party to the Agreement shall have no rights under the Contracts (Right of Third Parties) Act, Cap 53B of Singapore, to enforce any of the terms or enjoy any of the benefits of the Agreement.

SUPPLEMENTAL TERMS AND CONDITIONS
SECTION 1: SUPPLEMENTAL TERMS FOR HERDHR’S API AND SDK

If the Subscriber uses or accesses any API for the purpose of developing, implementing and Publishing Applications (as defined in the API Agreement), the Subscriber hereby agrees that its use shall be governed by the API Agreement.
If the Subscriber uses any software development kit related to a Service developed by HerdHR and made available to the Subscriber (“SDK”), the Subscriber hereby agrees that its use of the SDK shall be governed by the API Agreement, in addition to the Agreement.

SECTION 2: COUNTRY-SPECIFIC TERMS

Japan: Personal Data collected, stored used and/or processed by HerdHR as described in the Agreement shall be collected, stored used and/or processed in compliance with the Act on the Protection of Personal Information and the Act on the Use of Numbers to Identify a Specific Individual in the Administrative Procedure
Malaysia: Personal Data collected, stored used and/or processed by HerdHR as described in the Agreement shall be collected, stored used and/or processed in compliance with the Personal Data Protection Act 2010.
Indonesia: (i) Personal Data collected, stored and used by HerdHR as described in this Agreement shall be collected, stored and used in compliance with the regulations concerning Civil Administration and Personal Data Protection in Electronic System prevail in Indonesia from time to time; and (ii) With respect to the Law No. 24 of 2009 regarding National Flag, Language, Emblem and Song by the Government of Indonesia, this Agreement shall be translated to the Indonesian language.