TERMS OF SERVICE

Velox Networks Pte Ltd - Terms of Service ("TOS")

1. PARTIES

1.1 Velox Networks Pte Ltd is a private limited company incorporated under Singapore law with registration number 201707201D ("We", "Our", "Us"). Our registered address is 7 Jurong East St 32, #07-08, Singapore 609480.

1.2 You and/or the company on behalf of which You are authorised to act is/are as set out in the NAPF signed by You. ("You", "Your", "Yours").

1.3 You and We are each a "Party" and collectively the "Parties".

2. SERVICE CONTRACT

2.1 The NAPF together with these TOS constitutes the Service Contract, which shall apply to each and all of the Services, Equipment and/or Software provided by Us to You.

3. YOUR STATUS

3.1 By signing the NAPF, You warrant and represent to Us that You:

3.1.1 are at least 18 years of age, are duly authorised to execute and submit the NAPF and are legally capable of entering into binding contracts;

3.1.2 have read, understood and accepted these TOS; and

3.1.3 intend to enter into a legally binding contract with Us pursuant to Your execution of the NAPF.

4. SERVICES

4.1 We shall use reasonable efforts to perform the Services set out in each Service Contract during the Term, as soon as reasonably possible and in accordance with these TOS.

5. TERM

5.1 The Service Contract shall commence on the Service Commencement Date and, unless terminated in accordance with Clauses 14.1 or 14.4, shall remain in full force and effect for the Term.

5.2 Subject to Clause 5.1, at the end of the Initial Term or the then-current Extended Term, as applicable, this Agreement shall automatically extend for an additional Extended Term.

6. EQUIPMENT

6.1 Where We provide You with any Equipment, You acknowledge and agree that:

6.1.1 title to the Equipment shall pass immediately to You upon delivery of the Equipment to the address specified in the NAPF;

6.1.2 subject solely to Your right to return undamaged Amortised Equipment in accordance with Clause 14.2, You shall have no right to return the Equipment or to receive any refund for the Equipment; and

6.1.3 the Equipment shall be transferred to You and Your use therefore shall remain subject to all Applicable Licences.

7. SOFTWARE

7.1 Subject to Your strict compliance with Clause 7.2, we grant You (or shall procure the granting of) a non-exclusive, non-transferrable licence to use the Software for Your internal business purposes for the Term.

7.2 The licence granted to You under Clause 7.1 is strictly subject to Your full and continuing compliance and agreement with the following:

7.2.1 You acknowledge that the Software is provided on an as-is basis;

7.2.2 You shall not alter, remove or otherwise interfere with any copyright or proprietary marking relating to the Software;

7.2.3 You shall immediately notify Us of any infringement or suspected infringement of Our IPR (or of Our licensors) of which You become aware;

7.2.4 You shall at all times use the Software in compliance with all Applicable Licences and Applicable Law;

7.2.5 You shall not dispute the ownership of the Software by Us or any Third Party;

7.2.6 You shall not attempt to decompile, disassemble or reverse engineer the Software in any way; and

7.2.7 You shall pay and We shall receive in full, any and all payments owed under the Service Contract.

7.3 You acknowledge and agree that the cost of the Software licenced to You pursuant to Clause 7.1, shall be deemed as part of the Monthly Recurring Fees.

8. YOUR OBLIGATIONS

8.1 You acknowledge and agree that You:

8.1.1 shall comply with all notices, instructions or directions We give to You in respect of the Software;

8.1.2 shall not (nor permit anyone else to) use any Software and/or Equipment which We provide to You, in a manner which violates Applicable Law or which is not permitted under the Applicable Licences;

8.1.3 shall not be entitled to any Upgrades of the Software; and

8.1.4 are solely responsible at Your own expense for the installation, operation and maintenance of any telecommunication lines, equipment, Third Party service and software necessary for you to utilise the Services.

8.2 To enable Us to perform the Services, You shall promptly provide Us with all relevant information which may have any bearing on the Services being procured, including:

8.2.1 providing all information and documents required for Us to perform and/or procure the performance of the Services in a pro-active, responsive and/or timely manner;

8.2.2 ensuring all information which You provide shall be correct, complete and not misleading; and

8.2.3 if there are changes to the information provided to Us, You shall notify Us immediately.

9. WARRANTIES

9.1 You warrant and represent to Us that You shall:

9.1.1 not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR;

9.1.2 not use or permit the use of the Services, or any Equipment or Software, in contravention of Applicable Law, any Applicable Licence or the Service Contract;

9.1.3 not carry out or permit to be carried out any additions, improvements, adjustments, modifications, alterations or replacements to any Equipment or Software in violation of Applicable Law or any Applicable Licence;

9.1.4 not carry out or permit to be carried out any additions, improvements, adjustments, modifications, alterations or replacements to any of Our Software without Our prior written consent;

9.1.5 not use, or permit any of the Services to be used, directly or indirectly for the purpose of reselling any of the Services, without Our prior written consent;

9.1.6 not do or fail to do any act which may invalidate or otherwise be inconsistent with Our IPR (including that of Our licensors);

9.1.7 not do or permit to be done anything which would cause Us to breach Applicable Law or any Applicable Licence;

9.1.8 immediately notify Us of any infringement or suspected infringement of Our IPR (including that of Our licensors) of which You become aware; and

9.1.9 not breach any of the conditions of these TOS.

9.2 You acknowledge and agree that We:

9.2.1 exclude all conditions, warranties, representations or other terms (whether express, implied or otherwise) in connection with this Agreement to the maximum extent permitted by Applicable Law; and

9.2.2 provide the Services, Equipment and Software strictly on an ‘as is’ basis and that We do not warrant or represent that they:

(a) are accurate, complete or up to date;

(b) will always be available and 100% Virus free; or

(c) will meet Your expectations.

10. PAYMENT

10.1 We may invoice You for the Services and Equipment:

10.1.1 in the amounts and at the intervals specified in the NAPF which We have accepted from You; and

10.1.2 on a monthly basis, for any Usage Charges which have been incurred by You in relation to the Services.

10.2 You shall pay us, in consideration for Our provision of the Services, Equipment and Software, all amounts specified in the NAPF and You shall pay our invoices in full within 30 calendar days of receipt.

10.3 The Services and Equipment are charged in currency stated on NAPF. Payment received means when money is confirmed as having been deposited in Our accounts as cleared funds.

10.4 You shall pay all amounts due to Us in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by Applicable Law).

10.5 Our prices for the Services and Equipment are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the Services and Equipment.

10.6 Where We do not receive full payment as a result of You not paying Your bank charges, We may raise a separate invoice to You for the amount of the unpaid charges.

10.7 Without prejudice to any other rights We may have, if You do not pay amounts owing under Your Service Contract in full and on time, then We reserve the right to suspend and/or terminate the performance of the Services forthwith in whole or in part.

10.8 We may at any time, without limiting any other rights or remedies We may have, set-off any amount owing to Us by You against any amount payable by Us to You, whether under a Service Contract or any other agreement.

11. RIGHT TO COLLECT AND USE CUSTOMER DATA

11.1 You hereby affirmatively agree, consent and authorise the collection, use and disclosure, by Us or on Our behalf, of all Customer Information or data relating to any Services provided to You, for the purposes of:

11.1.1 provisioning and administering Services;

11.1.2 market research;

11.1.3 sharing of rewards and benefits;

11.1.4 network and service enhancement;

11.1.5 security and risk management; or

11.1.6 Our maintaining compliance with and not being in breach of Applicable Laws and/or Applicable Licences.

11.2 We shall not collect, use or disclose Customer Information for any purposes other than of performing the Service Contract and as required under Applicable Law, without Your express written consent.

11.3 Where You provide Us with Personal Data relating to another Person, You:

11.3.1 warrant and represent to Us that such Person has consented to the collection, use and disclosure of such Personal Data by You to Us for the purposes set out in the Service Contract; and

11.3.2 agree, consent and authorise, on behalf of such Person, to Our collection, use and disclosure of such Personal Data.

12. LIABILITY

12.1 Nothing in these TOS shall limit or exclude:

12.1.1 a Party’s liability in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation;

12.1.2 any other liability that cannot be excluded by Applicable Law; or

12.1.3 Your statutory rights.

12.2 Except where You breach Clauses 6, 7, 16 and/or 17, no Party shall be liable to the other for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses.

12.3 You acknowledge and agree that We shall not be liable to You for any Losses whatsoever arising out of or in connection with:

12.3.1 Your Use of or reliance on the Services, Equipment and/or Software or Your inability to use the Services, Equipment and/or Software (as the case may be);

12.3.2 any failure to provide the Services, in part or in full, due to issues with Third Party Services and/or abnormal and unforeseen circumstances beyond Our control, including phone network failures or mobile coverage issues;

12.3.3 any inaccuracy or other defect in any document or information You supply;

12.3.4 any failure to provide the Services arising out of or in connection with Your breach of the Service Contract;

12.3.5 any arrangements You make in connection with a Third Party Service provider that You wish to use in connection with the Services, Equipment and/or Software; or

12.3.6 any transaction or relationship between You and any Third Party Service provider for which You have utilised the Services, Equipment and/or Software.

12.4 Subject to these TOS and to the extent permitted by Applicable Law, Our maximum aggregate liability to You arising out of or in connection with these TOS is limited to S$300.

12.5 If We are ever found be liable to You under these TOS, Our liability will be to You only and not Your subsidiaries, affiliates or any Third Parties You deal with.

13. INDEMNITY

13.1 You acknowledge and agree that You shall fully indemnify Us and hold Us harmless from and against any and all Claims or Losses of whatever nature suffered, sustained or incurred by Us, arising out of or in connection with:

13.1.1 any breach by You of Clauses 6, 7, 16 and/or 17 of these TOS;

13.1.2 the use or operation of the Services provided to You, by You or any other Person; and

13.1.3 Our use of any and all information that You submit to Us.

13.2 For the purposes of Clause 13.1, We shall be deemed to include Our affiliates, employees, agents, directors, shareholders and officers.

14. TERMINATION

14.1 You may terminate the Service Contract with 30 calendar days' notice at any time and for whatever reason, subject to the completion of the term of your remaining contract.

14.2 You shall have no further obligation to Us to pay any Monthly Recurring Fees under the Service Contract, but shall remain liable to pay for any Usage Charges or other charges incurred, where:

14.2.1 You have terminated within the Trial Period; and

14.2.2 We have confirmed that You have returned all Amortised Equipment (if any) undamaged and in its original packaging to Us within 5 calendar days of such termination,

14.3 If You elect to terminate after the end of the Trial Period, You shall be liable for all Monthly Recurring Fees up to the end of the Initial Term (or the then applicable Extended Term), as well as any Usage Charges or other charges incurred.

14.4 We may immediately terminate any Service Contract with You under these TOS at any time upon notice to You and/or by ceasing to provide and/or by cancelling Your access to the Services.

15. CONSEQUENCES OF TERMINATION

15.1 Upon the termination of the Service Contract:

15.1.1 You shall return all Confidential Information which We have provided to You, or destroy such Confidential Information and provide evidence of destruction where requested;

15.1.2 all outstanding payments owed by You to Us, if any, will immediately become due;

15.1.3 Your licence to use IPR and the Software (including the Applicable Licences) shall be immediately terminated;

15.1.4 each Party shall take all possible action to mitigate any liabilities which may arise as a result of such termination; and

15.1.5 We shall cease to have any obligation to provide Services to You.

15.2 The provisions of Clauses 6, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18.1, 18.10, 18.12, 18.16, 18.17, 18.22, 18.23 and 18.24 shall survive the termination of these TOS.

15.3 Clause 15.2 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of these TOS.

16. IPR AND SERVICE NUMBER

16.1 The IPR owned by a Party prior to the Service Commencement Date and made available to the other Party in connection with this Agreement shall remain the absolute property of the granting Party and its licensors.

16.2 For the purposes of this Agreement, the term ‘grant’ shall mean, in the context of Us, a grant either by Us directly to You, or the procuring of the grant of the relevant right by Us, from Our licensors.

16.3 Subject to Clause 7, You only get a licence to use Our IPR (if any is required to provide the Services) to the extent required for You to receive the Services and then only for Your normal business purposes.

16.4 You acknowledge and agree that You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR, if provided under this Service Contract. We reserve all rights at all times in Our IPR.

16.5 You acknowledge and agree that:

16.5.1 any unauthorised use or reproduction of Our IPR by You or Third Parties authorised, permitted or enabled by You is a very serious issue that will materially impact Our business;

16.5.2 You will not (and will not permit Third Parties to) use Our IPR (or any part of it) to develop, offer or engage in similar or competing services; and

16.5.3 should Our IPR be infringed or copied in contravention of these TOS Our Losses will be substantial.

16.6 You acknowledge and agree that You shall not acquire any right or interest in any Service Number and that We may terminate the availability of any Service Number or change, re-assign or replace any Service Number for any reason.

17. CONFIDENTIALITY

17.1 This Clause 17 is mutual and applies to all Confidential Information the Parties provide to each other. Both We and You shall observe the following obligations:

17.1.1 that all Confidential Information will be treated as being absolutely confidential;

17.1.2 no disclosures to anyone if not agreed in advance in writing, unless to lawyers or a court or if a regulator demands it;

17.1.3 all Confidential Information is to be kept really secure – no less than reasonable commercial efforts must be applied to keep it secure;

17.1.4 if Confidential Information has been compromised then report it to the other party immediately; and

17.1.5 return or destroy the Confidential Information once Your customer relationship with Us has ended subject to Applicable Laws which say it must be kept.

18. GENERAL PROVISIONS

18.1 You acknowledge and agree that We may amend these TOS at any time at Our discretion and You will be deemed to have accepted any amendments if You continue using the Services after the amendments are displayed on Our Site.

18.2 Both You and We shall comply with all Applicable Law.

18.3 In addition to its general obligations to comply with Applicable Law, each Party shall comply at all times with all applicable data protection and privacy legislation.

18.4 Each Party acknowledges and agrees that it is reasonable that damages alone may not be an adequate remedy for breaches of Clauses 6, 7, 16and/or 17; and the impacted Party may seek interim or injunctive relief.

18.5 We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Software and/or the Services (or any part thereof).

18.6 Neither You nor We shall be liable to the other (as the case may be) for any delay or non-performance of Our obligations under these TOS as a direct result of an established Force Majeure Event.

18.7 These TOS constitutes the entire agreement between You and Us relating to Our performance of the Services for You, to the exclusion of all other terms and conditions, and any prior written or oral agreement between the Parties.

18.8 You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these TOS without Our prior written approval.

18.9 We may in Our sole discretion assign, transfer or deal in any way with Our rights under these TOS including to an affiliate or any Third Party.

18.10 You unconditionally and irrevocably acknowledge and agree that where so requested by Us, We may novate these TOS to any entity We may establish, upon which the relevant entity will replace Us for the purposes of these TOS.

18.11 No failure to exercise, nor any delay in exercising, any right, power or remedy under these TOS shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.

18.12 Any waiver of any breach of these TOS shall not be deemed to be a waiver of any subsequent breach.

18.13 If any provision of these TOS is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these TOS shall be deemed modified to the minimum extent necessary to make them valid and enforceable.

18.14 Where the deemed modification in Clause 18.13 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these TOS shall still remain in full force and effect.

18.15 The Parties are and shall remain independent parties and neither Party shall have, or represent to have, any authority to bind the other Party to act on its behalf.

18.16 Nothing in these TOS shall be construed to make either Party an agent, employee, franchisee, joint venturer or legal representative of the other Party.

18.17 Except as expressly stated, these TOS do not create any rights that are enforceable by any Third Parties. You acknowledge and agree that only You and We have rights under these TOS.

18.18 All notices under these TOS shall be in writing and shall be delivered by email to the Party due to receive it at Your email address as designated in the NAPF. In Our case, please send it to sales@myvelox.com.

18.19 You acknowledge and agree that We may communicate with You by email sent without encryption over the internet.

18.20 You acknowledge and agree that We will not be responsible for any Losses or Claims arising from the unauthorised interception, re-direction, copying or reading of emails, including any attachments.

18.21 You acknowledge and agree that We will not be responsible for the effect on any computer system of any emails, attachments or viruses which may be transmitted in accordance with Clause 18.19.

18.22 These TOS are drawn up in the English language and the English language version of the same shall always prevail over any translation. These TOS shall be construed, interpreted and administered in English.

18.23 These TOS are governed by, and shall be construed in accordance with, the laws of Singapore.

18.24 Both You and We irrevocably submit to the exclusive jurisdiction of the courts of Singapore in relation to any disputes.

19. DEFINITIONS

In this Service Contract (unless the context otherwise requires), the following words and phrases shall have the following meaning:

19.1 “Amortised Equipment” means any Equipment which is paid for in instalments over time through the Monthly Recurring Fees and is designated as such in an NAPF.

19.2 “Applicable Law” means all national, state, local and municipal legislation, regulations, statutes, by-laws, Approvals and/or other laws and any other instrument or direction from officials having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions thereto) relating to or connected with the activities contemplated under this Service Contract, wherever so located and/or performed.

19.3 “Applicable Licences” means the Services-Based Operations Licence granted to Us from the Infocomm Media Development Authority Singapore, the licences governing the usage of any Grandstream Networks Inc. VoIP products which We have provided to You as Equipment, and any and all other Third Party licences pertaining to the Services, the Equipment and/or the Software which We provide to You.

19.4 “Approvals” means any licences, permits, consents, approvals and authorisations (statutory, regulatory or otherwise) that a Party may require (whether to comply with Applicable Law or otherwise) to perform its obligations under this Service Contract.

19.5 “Claim” means any allegation, debt, judgment, cause of action, action, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise asserted by any Person at any time.

19.6 “Confidential Information” means this agreement and all information of any nature which a party may have or acquire before or after the agreement date, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential.

19.7 “Customer Information” means, in relation to You, all information which We obtain as a result of Your use of the Services or in connection with the Service Contract, including any Personal Information.

19.8 “Equipment” means any phone or other device or hardware which We provide to You under a Service Contract.

19.9 “Extended Term” means the period of 1 calendar month from the end of the Initial Term or the then current Extended Term, as applicable.

19.10 “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these TOS (e.g. acts of God, civil unrest, political situations etc.).

19.11 “Initial Term” means the period ending 24 calendar months from the Service Commencement Date.

19.12 “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.

19.13 “Loss” means any loss, damage, cost, expense, penalty expenses or equivalent of whatever nature whatsoever.

19.14 “Monthly Recurring Fees” means the monthly fees payable for the Services, as designated in the NAPF.

19.15 “NAPF” means the new account provisioning form for the subscription to Our Services and the purchase of Equipment.

19.16 “Our Site” means the website at www.myvelox.com.

19.17 “Person” means any natural person, corporate or unincorporated body (whether or not having separate legal personality), individual, corporation, partnership, limited liability company or similar entity.

19.18 “Personal Information” means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.

19.19 “Service Commencement Date” means the date specified for commencement of the Services under the Service Contract.

19.20 “Service Contract” means (i) any NAPF that We have provided to You and which has been signed by You; and (ii) these TOS.

19.21 “Service Number” means any number We provide to You for the use of any Service.

19.22 “Services” means the services as agreed under any Service Contract.

19.23 “Software” means the Velox App, the Velox Dashboard and any other software or online tools which We provide or make available to You from time to time.

19.24 “Term” means the Initial Term and Extended Term(s) cumulatively.

19.25 “Third Party” means a natural person or legal entity who is neither You nor Us.

19.26 “Third Party Services” means any services You have procured directly from Third Parties in relation to which You intend to utilise some or all of the Services.

19.27 “TOS” means these Terms of Service.

19.28 “Trial Period” means the period ending 30 calendar days from the Service Commencement Date.

19.29 “Upgrades” means any major release of the Software which incorporates a major new feature or enhancement that increases the core functionality of the Software.

19.30 “Usage Charges” means the call rates and usage fees for the Services as particularised at www.myvelox.com and as may be updated by Us from time to time.

19.31 “VAT” means value-added tax or any other sales tax or any other taxes similar thereto which may be payable in relation to the Service Contract.

19.32 “Velox App” means the Velox application downloadable via a relevant app store, including those offered by Apple Inc. and Google Inc..

19.33 “Velox Dashboard” means the web-based dashboard accessible via www.myvelox.com, which facilitates the use and monitoring of the Services.

19.34 “Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.