STANDARD TERMS AND CONDITIONS – CORTICAL CLOUD CL1 PURCHASE
between
Cortical Labs
as Service Provider
and You
as Customer
UPDATED: 3 AUGUST 2026
Background:
(A) The Vendor is engaged in selling and supplying the CL1 System, a code deployable biohybrid computer.
(B) The Customer wishes to purchase the CL1 System from the Vendor upon the terms and subject to the conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1. Definitions
1.1 In this Agreement the following words and phrases shall have the following meanings unless the context requires otherwise:
“Affiliate” means in relation to any Party, any entity controlled, directly or indirectly, by such Party, any entity that controls, directly or indirectly, such Party or any entity directly or indirectly under common control with such Party. For purposes of this Agreement, “control” means the power to direct the management and policies of such Party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Singapore.
“Charges” means applicable federal, state, local, or foreign sales, use, excise, value added, goods and services, property, customs, documentary, import/export, or similar taxes, tariffs, fees, duties, or charges pertaining to the Products.
“CL1 System” means the computer identified on Purchase Page, which is purchased by the Customer under the terms of this Agreement.
“Confidential Information” means any confidential information including the business, financial, or technical information disclosed by or on behalf of one party to the other, whether disclosed before or after the date of this Agreement, in whatever form for the purposes of or in connection with this Agreement. Confidential Information includes, but is not limited to, all data incorporated in the Products or stored in any database used in conjunction with the Products and any technical data that either Party shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement, but does not include the Vendor Proprietary Information.
“Contract Price” means the price of the Products to be supplied to the Customer under this Agreement, as specified on the Purchase Page, and is in the currency specified thereon.
“Documentation” means the assembly guide, user guide, operation manual and related documentation, marketing or training information, and any other instructions or documentation provided to the Customer by the Vendor in the Schedule, relating to the Product or located on the Website relating to the Products as may be updated by the Vendor from time to time.
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected which prevents or materially hinders that Party from performing any of its obligations under this Agreement, including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, inherent biological variability and any failure, degradation or malfunction of the Product or any of its underlying biological or technical component, including where, despite the affected Party exercising reasonable skill and care and using commercially reasonable diagnostic and investigative efforts, the cause of such failure, degradation or malfunction cannot be identified and there is no reasonable evidence that it was caused by matters within the reasonable control of that Party, industrial disputes affecting any third party, changes to the law, governmental action averse to operations of any Party, disasters, epidemics, explosions, fires, floods, pandemics, quarantines, riots, terrorist attacks and wars, but excluding any event or circumstance resulting from a Party’s lack of funds or inability to make any payment when due.
“Personal Data” means any information, relating to an identified or identifiable natural person, whether living or deceased. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Purchase Page” means, as applicable: (a) the page on the Vendor’s Website where the Customer selects the specifications of the Products and completes the online checkout process; or (b) any written quotation, order form, pro‑forma invoice or similar document issued by the Vendor and signed or otherwise expressly accepted by the Customer (including by email confirmation), in each case setting out the specifications of the Products, and the Contract Price.
“Product” or “Products” means a CL1 System and ancillary hardware provided or manufactured by the Vendor in connection therewith, but does not include any Third Party Products.
“Third Party Products” means any product not manufactured or provided by the Vendor, including any hardware, software, services, components, accessories, attachments, interfaces, or consumables not manufactured or provided by the Vendor.
“Vendor Copyrights” means all copyrights associated with the Products and the CL1 System, including without limitation computer programs and software that are included or associated with the CL1 System.
“Vendor Marks” means all registered and common law trademarks owned by the Vendor or its Affiliates, including without limitation the, CL-1 andCORTICAL LABS and trademarks.
“Vendor Parties” shall refer to the Vendor, its Affiliates, and their directors, employees, representatives, agents, successors and assigns.
“Vendor Proprietary Information” means the Vendor Copyrights, the Vendor Marks, and all confidential and/or additional proprietary technology, software, processes, methods, information, patents, design rights, logos, trade designations or trade secrets of the Vendor, its Affiliates, suppliers or licensors, including all inventions, know-how, or other proprietary information of any kind used or embodied in the Products, Documentation or other items furnished by the Vendor, and all intellectual property rights arising with respect thereto, and all reproductions or derivatives thereof in any form.
“Website” means the Vendor’s website at https://corticallabs.com/ and/or as updated from time to time.
2. Orders
2.1 Orders must be presented through the Purchase Page, or in writing or via electronic means acceptable to the Vendor and shall be subject to this Agreement. No order submitted by the Customer shall be deemed to be accepted by and binding on the Vendor unless and until confirmed in writing by the Vendor or its authorised representative (the “Acceptance”).
2.2 The Vendor reserves the right, at its option and without liability, to refuse any order in whole or in part, or to specify an alternate delivery schedule if orders from all sources exceed its inventory or ability to deliver in its normal course of business.
2.3 Any changes in an order requested by the Customer must be submitted in writing and shall be subject to written acceptance by the Vendor in its sole discretion. Costs and/or delays resulting from such changes will be solely determined by the Vendor and binding on the Customer.
2.4 All sales of Products are final unless otherwise required by applicable law. The Customer shall be responsible for ensuring that it has the required laboratory equipment and approvals, including those set out in the Documentation, for the use of the Products. A lack of such equipment and approvals shall not constitute a valid reason for the Customer to cancel or suspend any order following Acceptance.
3. Payment Terms
3.1 Unless otherwise agreed in writing by the Vendor, the Customer shall pay a non-refundable deposit equal to twenty percent (20%) of the Contract Price (the “Deposit”) within seven (7) calendar days of the Vendor’s written acceptance of the order. The Vendor shall not be required to allocate inventory, commence manufacture or prepare for the delivery of the Products until receipt of the Deposit.
3.2 Once the Products are ready for shipment, the Company shall issue an invoice for the balance of the Contract Price (the “Balance”). Unless otherwise specified in the invoice, the Balance shall be payable within seven (7) calendar days of the issuance of the invoice to the Customer.
3.3 The Contract Price is exclusive of all Charges, which shall be borne solely by the Customer unless otherwise stated in writing by the Vendor. In the event that the Vendor pays any such Charges which are payable by the Customer, the Customer shall reimburse the Vendor within thirty (30) calendar days of the date of invoice or in the event that any sums are owing to Customer, the Vendor may, in its discretion, set off such sums against such Charges paid by the Vendor.
3.4 The Customer may cancel or suspend any order at no charge at any time prior to payment of the Deposit. If the Customer cancels or suspends an order after payment of the Deposit but before shipment of the Products to the Customer, the Deposit shall be forfeited to the Vendor as liquidated damages and the Customer shall not be entitled to any refund of the Deposit. The Vendor may, with reasonable cause, cancel or suspend performance of any order if the Customer fails to meet any of its obligations herein.
3.5 The Vendor shall be entitled, at any time before the receipt of the Deposit, to vary the Contract Price and any additional charges payable under this Agreement to accord with any change in the Vendor's standard scale of charges. The Vendor shall inform the Customer of any such variation to the Contract Price in writing. This Agreement shall be deemed to be varied accordingly by such notice of variation unless the Customer, within ten (10) calendar days of the receipt of such notice, terminates this Agreement by giving notice in writing to the Vendor, in which event neither Party shall have any liability to the other in respect of such termination.
3.6 The Vendor shall be entitled to charge the Customer default interest in the event of late payment of the Balance. Accordingly, the Vendor shall have the right to charge interest on overdue invoices at a rate of 8% per annum, calculated daily and compounded monthly, , calculated from the date when payment of the invoice becomes due up to and including the date of actual payment whether before or after judgment. If referred to an agent or attorney for late payment collection, all costs and expenses of collection (including, without limitation, reasonable attorneys’ fees) will be charged to the Customer’s account, up to the maximum allowed by law.
3.7 The Vendor reserves the right to modify payment terms when, in the opinion of the Vendor, the Customer’s financial condition or previous payment record so warrants.
3.8 If the Customer is delinquent in any payment due, the Vendor, in its discretion may exercise any and all remedies permitted by law, including set off, and may suspend delivery, and/or institute credit hold procedures on all open orders. Future orders will not be confirmed until Customer’s account is brought current.
3.9 Pricing for any other products, parts, or services provided by the Vendor that are not supplied as part of this Agreement is subject to change at any time and without notice based on the Vendor’s then current pricing terms. For the avoidance of doubt, nothing in this Agreement shall be construed as a guarantee of the pricing for any products, parts, or services that may be supplied under any future agreement between the Parties.
4. Security Interest
The Customer grants the Vendor a security interest in the Products, whether now owned and hereinafter acquired, and all replacements, additions, and substitutions, and all parts, accretions, units and accessories thereof, and any proceeds from the sale, lease, licensing or assignment thereof to secure any debt, now or hereinafter accrued, owed to the Vendor. Customer consents to the filing of any notice to perfect the security interest or mortgage thereof under any law of any country.
5. Shipment, Delivery & Inspection of Products
5.1 After receipt of the Contract Price (comprising the Deposit and the Balance) in full, the Vendor will endeavour to ship accepted orders promptly; it is understood, however, that projected delivery dates represent best current estimates only, and the Vendor will have no liability for failure to perform within such dates.
5.2 The Vendor reserves the right prior to shipment of the Products to substitute an alternative item of equipment for any item of the Products agreed to be supplied under this Agreement as set out in the Acceptance, provided that such substitution will not materially affect the performance of such Products and will not result in any increase in the Contract Price.
5.3 All shipments are CIP (Incoterms 2020) unless otherwise agreed by Customer and the Vendor in writing, provided, however, that title to the Products will pass upon shipment to the first carrier of instance. Notwithstanding the foregoing, the Vendor shall insure, at its expense, the Products in transit to Customer against fire, damage, loss, theft, destruction and such other risks as are customarily insured against in accordance with the Vendor’s then current policy, until such time as the Products have been delivered to the named place of destination as agreed by the Customer and the Vendor.
5.4 Any additional expenses relating to the shipment of the Products (other than as aforementioned) incurred by the Vendor are for the Customer’s account and, if paid for by the Vendor, will be invoiced to the Customer in addition to the Product price and subject to the payment terms set forth above in Clause 3.
5.5 Products will be packaged for shipment in accordance with the Vendor’s then standard commercial practices.
5.6 Unless otherwise agreed to by the Parties in writing, the Customer must inspect the Products upon arrival and provide written notice to the Vendor of any claim of non-conformance within five (5) Business Days. If the Customer fails to give such timely notice, all Products will be deemed conforming. Use of the Products in any manner after delivery will also constitute acceptance. Claims for loss or damage in transit should be made directly to the delivering carrier and will not affect the Customer’s payment obligations to the Vendor.
5.7 The Customer’s acceptance of the Products upon delivery as provided in Clause 5.6 shall be deemed final and irrevocable. Any claims by the Customer thereafter must be in accordance with the Vendor’s Product Warranty as set out in Clause 10 below.
6. Installation
6.1 The Customer agrees to install the Products in accordance with the Documentation and at the Customer’s expense.
6.2 The Customer shall provide at its own expense the following:
(A) proper and suitable environmental conditions for the Products or any part of the Products as specified in any instructions whether from the Vendor or other manufacturers;
(B) adequate lifting or off-loading facilities and labour required for positioning of the Products; and
(C) suitable protection of each part of the Products from the time of delivery.
6.3 The Customer is responsible for ensuring that the Product is properly installed and is sufficient and suitable for its purpose and that any adjustments which may be required are carried out expeditiously.
7. Intellectual Property and Proprietary Information
7.1 The Customer acknowledges that the Products are based upon and embody the Vendor Proprietary Information. The Vendor, its suppliers or licensors (as applicable) shall exclusively own all the Vendor Proprietary Information. The Customer shall neither acquire nor claim any right, title, or interest in the Vendor Proprietary Information and shall use the same solely as required for its authorised use of the Products supplied hereunder.
7.2 The Customer shall exercise reasonable care to maintain the confidentiality of the Vendor Proprietary Information.
7.3 The Customer may not directly or indirectly:
(A) copy, adapt, develop, disassemble, reverse engineer, recast, compile, decompile, translate, or create derivative works from any Vendor Proprietary Information, or permit any other person to do so;
(B) remove, alter, or obscure any copyright, trademark, patent, logo, government restricted rights, or other notices or legends from items provided by the Vendor;
(C) except as permitted under this Agreement, use or exploit for any purpose whatever (including to the financial detriment or commercial disadvantage of the Vendor) any of the Vendor Proprietary Information, and shall use its reasonable endeavours to prevent its employees or agents (including the employees and agents of representatives) from doing so; or
(D) cause or permit any other act or omission which may damage or endanger the Vendor Proprietary Information or other intellectual property rights of the Vendor or the Vendor's title to it, or assist or allow others to do so.
7.4 Disclosures of the Vendor Proprietary Information may be made only to the Customer’s personnel on a need-to-know basis and must be accompanied by a written obligation to protect such information with measures that are no less restrictive than the restrictions under this Agreement. The Customer will be responsible for any breach of this Agreement by its personnel.
7.5 The Customer shall not do anything that is inconsistent with the Vendor’s ownership of the Vendor Marks or the Vendor Copyrights. Nothing in this Agreement gives the Customer any right, title or interest in the Vendor’s Marks or the Vendor Copyrights. Nothing in this Agreement gives the Customer the right to use the Vendor’s Marks or the Vendor Copyrights without the Vendor’s written permission, except as permitted by law.
7.6 The Customer further agrees to immediately cease any use of a Vendor Mark or Vendor Copyright that the Vendor deems to be unacceptable upon notice by the Vendor. The Customer acknowledges and agrees that failure to promptly comply with the Vendor’s instructions regarding correcting or ceasing an unacceptable use of one or more the Vendor Marks or the Vendor Copyrights shall constitute a material breach of this Agreement.
7.7 Following the expiry or termination of this Agreement, the Customer shall immediately discontinue use of any Vendor Proprietary Information, unless to the extent permitted by the Vendor.
7.8 It is agreed that any breach of this Clause 7 is deemed a material breach of this Agreement, and
(A) will automatically void any warranties (including Product Warranties);
(B) will permit the Vendor to immediately terminate this Agreement; and
(C) may cause the Vendor irreparable harm for which recovery of damages would be inadequate, such that immediate injunctive or other equitable relief is appropriate and available to the Vendor to prevent any violation, threatened or actual, in addition to other remedies and without proof of actual damage.
8. Confidentiality
8.1 The Parties shall each use best endeavours to protect the other party's Confidential Information and shall, at a minimum, exercise the same degree of care in protecting the Confidential Information as the party uses (or would be expected to use) in respect of its own confidential information.
8.2 The parties hereby agree and undertake to each other to hold and keep the Confidential Information confidential and agree not:
(A) to use any such Confidential Information other than for the purpose of purchasing and using the Products and as provided in this Agreement;
(B) to directly or indirectly reveal, report, publish, disclose, or transfer any Confidential Information which one Party has gained from the other Party, without the prior written consent of the other Party, to any third party, other than what is required to carry out the purposes of this Agreement;
(C) to use the Confidential Information to the detriment or disadvantage of the other party or to gain any commercial advantage over the other party; and
(D) to make any disclosure of the Confidential Information to any third parties, without first obtaining from such third parties duly binding agreements to maintain in confidence the information to be disclosed to the same extent at least as that party is so bound under this Agreement.
8.3 The disclosure restrictions of this Clause shall not apply in circumstances:
(A) where the Confidential Information is in the public domain;
(B) where the Confidential Information enters the public domain otherwise than as a result of a breach of the obligations of the relevant Party;
(C) if and to the extent the Party makes disclosure of the Confidential Information to any person:
(1) in compliance with any requirement of law;
(2) in response to a requirement of any applicable regulatory authority to which the party is subject where such requirement has the force of law; or
(3) in order to obtain tax or other clearances or consents from the relevant taxing or regulatory authorities;
(D) to the employees, directors, agents, consultants and professional advisers of the Party whose province it is to know and under obligations of confidentiality; or
(E) in the case of the Vendor, where such disclosure is made in accordance with Clause 8.4.
8.4 The Customer agrees that the Vendor may, for marketing or promotional purposes, state, market or otherwise publicise that the Customer has purchased the Products from the Vendor and may use the Customer’s name and/or logo in its marketing materials (including on its website, social media platforms and in presentations), provided that the Vendor does not disclose pricing or other commercially sensitive terms of this Agreement. The Customer may opt out of this at any time by giving written notice to the Vendor. After receiving such opt‑out notice, the Vendor shall not issue any new marketing materials that identify the Customer by name, logo or otherwise, but may continue to refer to the sale in general terms, including by referring to the relevant industry and/or geographic area or country of the Customer, without any further identification of the Customer.
9. Data Privacy
9.1 The Parties agree to abide by requirements under the Personal Data Protection Act 2012 of Singapore and other applicable laws and regulations related to data protection.
9.2 Without derogating from Clause 9.1, the Customer agrees that prior to any sale, transfer, or disposal of the Products, the Customer will reset the Products to factory settings and ensure that all Personal Data stored on the Products is permanently erased. The Customer will, upon demand, indemnify and hold the Vendor Parties harmless from any third party claims against a Vendor Party or any damages incurred by a Vendor Party arising from or in connection Customer’s breach of this Clause.
10. Warranties
10.1 Each Party represents and warrants to the other Party that:
(A) Where relevant, it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws and regulations of its jurisdiction of incorporation;
(B) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;
(C) Where relevant, the execution of this Agreement by its representative whose signature is set out herein has been duly authorised by all necessary corporate actions of the Party;
(D) the execution and delivery of this Agreement will not conflict with or violate any requirement of any applicable laws, and do not conflict with or constitute a default under any contractual obligation enforceable against it; and
(E) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
10.2 Product Warranty
(A) The warranty for the Products (the “Product Warranty”) is effective from the date of delivery of the Product to the Customer (the “Product Warranty Effective Date”).
(B) The Product Warranty extends only to the original Customer and may not be transferred to third parties by operation of law or otherwise. No employee, agent, dealer, reseller, or other person is authorised to modify, vary, or extend the Product Warranty or to assume for the Vendor any other liability in connection with its Products.
(C) Subject to Clause 11, the Products are warranted for a period of twelve (12) months from the Product Warranty Effective Date (the “Product Warranty Period”):
(1) against defects which under proper use, care, and maintenance appears in the Products; and
(2 ) to operate in accordance with the specifications set forth in the then current Documentation when operated by suitably qualified personnel of the Customer.
(D) In the event of a defect in a Product which is covered by the Product Warranty, the Customer must promptly report the defect to the Vendor upon the Customer becoming aware of such defect, and in any event, prior to expiration of the Product Warranty Period.
(E) If the Vendor determines that a defect raised pursuant to Clause 10.2(D) is covered by the Product Warranty:
(1) the Vendor’s entire obligation in respect of this defect will be to repair or replace, at the Vendor’s option, the defective Product or part. Such obligation will be subject to the Vendor being granted the reasonable opportunity to inspect, at the Vendor’s expense, the defective Product at the location of its use or storage or, at the Vendor’s request and expense, return of the defective Product to the Vendor for such inspection. Replacement of defective Products may be made by substitution of similar or upgraded Products having the same or similar functionality. Replacement parts will be provided on an exchange (refurbished) or new part basis, as determined by the Vendor in its discretion; and
(2) If the Vendor so instructs, the Customer must return to the Vendor, at the Vendor’s cost and according to the Vendor’s instructions, the defective Product or component thereof. In the event that the Customer fails to return a defective Product or component thereof, and has received a replacement, the Vendor reserves the right to invoice the Customer for the retail price of the replacement.
11. Warranty Exclusions and Disclaimers
11.1 The Product Warranty does not cover defects or problems caused by Customer’s acts or failure to act in accordance with the terms hereof, the acts of third parties not previously approved by the Vendor in writing, or events beyond the Vendor’s reasonable control.
11.2 Without limiting Clause 11.1, any Product Warranty claim or liability of the Vendor is excluded, and the Customer will be solely responsible, for any problem, failure, malfunction, defect, claim, damage, liability, loss, expense, cost or safety issue arising out of or in connection with:
(A) inadequate or faulty installation of the Product (unless performed by the Vendor) or the Customer’s failure to provide a suitable installation environment;
(B) accident, abuse, damage, extraordinary wear and tear, or neglect, including without limitation damage in transit or improper or inadequate handling, storage, care or maintenance;
(C) misuse, improper use, misapplication, or other failure to follow the instructions and safety precautions set forth in the Documentation, including without limitation the use of the Products outside the normal or specified operating conditions or in a manner not authorised in the Documentation;
(D) use of Products in conjunction with, physically installed on, or as a component of Third Party Products, unless pre-approved by the Vendor in the Documentation;
(E) computer viruses, failure of electrical power, and any events beyond the Vendor’s control that adversely affect the Products, including without limitation acts of God, explosion, fire, flood, power surges, or other similar causes;
(F) any failure to achieve, reproduce or validate any particular scientific, technical, clinical or commercial outcome, result or improvement when using the Products, CL1 System or biological materials within it;
(G) the completeness, accuracy, precision, suitability or fitness for any particular purpose of any results, data, models, analyses, predictions or other outputs generated using the Products, CL1 System or biological materials within it;
(H) any incompatibility of the Products, CL1 System or biological materials within it with the Customer’s systems, infrastructure or intended uses;
(I) any misuse of the biological materials or other biological processes in the CL1 System or Products; or
(J) any failure to comply with the Customer Obligations as set out in Clause 12.
11.3 The Customer acknowledges that the CL1 System and any biological materials within are experimental and inherently variable by virtue of being biological systems. Accordingly, to the fullest extent permitted by applicable law, the Vendor does not warrant or guarantee:
(A) That any biological material in the CL1 System will be able to survive for any minimum duration;
(B) that there is any minimum level of computing power, electrical signals, or functional output that can be produced by the CL1 System; and
(C) that any particular results, outcomes, objectives or achievements (including any scientific, technical, commercial, financial, regulatory or other results) will be obtained or are achievable through the use of the Products.
11.4 The Customer acknowledges that the CL1 System is of a research and experimental nature and may be subject to inherent scientific and technical uncertainty. The CL1 System is a research tool meant solely for research purposes and not for general use. Accordingly, the Customer is solely responsible for evaluating and verifying the suitability, accuracy and completeness of any results, data, analyses or other results generated through the use of the CL1 System for the Customer’s own purposes before using them for any decision-making, product development, clinical, regulatory, commercial or other purposes. Nothing generated through the use of the CL1 System constitutes, or is intended to constitute medical, regulatory, investment or other professional advice, and the Customer must obtain its own independent professional advice before using any such generated results.
11.5 The Vendor neither assumes nor authorises any other third party to assume on its behalf any other or greater liability in connection with the sale, installation, or use of the Products.
11.6 The Vendor provides no warranty on any Third Party Products. The Vendor will not be liable for any failure of a Third Party Product manufacturer or supplier to perform under its warranty. Any Products provided by and not manufactured by the Vendor are warranted by the Vendor only to the extent set forth in the original manufacturer’s warranty.
11.7 To the fullest extent allowed by applicable law, the warranties and remedies set out herein are exclusive and expressly in lieu of all other representations, warranties, terms, or conditions, written or oral, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and warranties and conditions against hidden or latent defects.
11.8 The Customer further warrants that it has not relied on any representations made by or on behalf of the Vendor and/or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by or on behalf of the Vendor, all of which are only intended to convey a general idea of the products and services mentioned in them.
11.9 When, under applicable law, implied warranties are not allowed to be excluded in their entirety, such implied warranties will be limited to the duration and scope of the applicable implied warranty as provided under applicable law.
12. Customer Obligations
12.1 The Customer agrees and understands that the Customer’s rights hereunder, including the right to claim any Product Warranty, are dependent on the fulfilment of the Customer’s obligations hereunder and as described in this Clause (“Customer Obligations”). The Customer shall:
(A) ensure proper conditions (including laboratory and other technological requirements) are maintained for the Products as set forth in the Documentation, including but not limited to the conditions needed to ensure that the biological materials in the CL1 System are kept alive;
(B) ensure cables and fittings and electric supply to the Products are in good working condition;
(C) not make any modification to the Products without the Vendor’s prior written consent at its sole discretion;
(D) maintain and operate the Products in accordance with the Documentation;
(E) ensure that only authorised and trained personnel are allowed to operate or use the Products;
(F) ensure that external surfaces of the Products remain in good condition and are cleaned utilising the Vendor’s recommended surface and disinfectant products;
(G) not attempt to adjust, repair or maintain or modify the Products unless instructed in writing by the Vendor;
(H) not request, permit or authorise anyone other than the Vendor or an authorised representative to carry out any adjustments, repairs or maintenance of the Products unless instructed otherwise in writing by the Vendor;
(I) only use any accessory, attachment or additional equipment, including but not limited to Microelectrode Arrays (“MEAs”) that have been supplied by or approved in writing by the Vendor;
(J) obtain any and all applicable third party licenses necessary to operate third party software to be used in connection with the Products, if any;
(K) be the only end-user of the Products;
(L) not use the Products for the purpose of re-sale or distribution;
(M) not assign, sublicense, or transfer in any fashion the Products without prior written approval from the Vendor;
(N) maintain physical and cyber security controls to mitigate the risk of theft, misuse, or unauthorised access to the Products and any Confidential Information or Personal Data stored on the Products;
(O) not import and/or export the Products to a country other than a country where the Products were originally shipped by the Vendor; and
(P) comply with all applicable laws and regulations in connection with the Products and the Customer’s use thereof, including without limitation, all export control laws and regulations.
13. Limitation of Liability and Indemnity
13.1 The Customer acknowledges that the Vendor's obligations and liabilities in respect of the Products are exhaustively defined in this Agreement.
13.2 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its own negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded under applicable law.
13.3 Any action against the Vendor arising from or relating to the Products or transactions to which these terms apply must be brought within two (2) years after the cause of action arises or performance hereunder is completed or terminated, whichever first occurs.
13.4 Unless prohibited by applicable law, the Customer will indemnify, defend, and hold harmless the Vendor Parties from and against all costs, expenses, losses, liabilities, or damages suffered by any Vendor Party, whether or not arising out of any claim, action, suit or proceeding by a third party, to the extent arising out of or in connection with:
(A) improper use, handling, storage, or operation of any Product or Third Party Products (including any mishandling of the CL1 System and/or the biological materials within);
(B) any breach by the Customer of any representation, undertaking, warranty, Customer Obligation or other material term under this Agreement; or
(C) the Customer’s use of the Products or use, commercialisation or other exploitation of the results generated through the use of the Products, including any allegation that any of the foregoing use infringes, misappropriates or otherwise violates any intellectual property rights of any third party or any applicable law.
13.5 The Customer is responsible for the consequences of any use of the Products and acknowledges that no Vendor Party, whether individually or collectively, will be liable for any indirect or consequential loss, damage, cost, or expense of any kind whatever and however caused, whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time, and loss of goodwill or anticipated savings, even if the Vendor or any of the Vendor Parties has been advised of their possibility.
13.6 Subject to Clause 13.2 but notwithstanding any other provision of this Agreement, the Vendor's total liability (whether in contract, tort, including negligence or otherwise) under or in connection with this Agreement and any other agreement with the Customer relating to the Products, or based on any claim for indemnity or contribution, shall not exceed a sum equivalent to the relevant Contract Price or part of the Contract Price as the case may be.
14. Duration and Termination
14.1 This Agreement will commence on the Effective Date and will terminate on the earlier of:
(A) thirty (30) calendar days after receipt of a written notice by a Party to the other Party that the Agreement is terminated; or
(B) the date on which the Customer sells, transfers or disposes of the Products, provided that Customer has complied with the Vendor’s then current transfer policy and the terms of this Agreement, failing which the Customer will remain obligated to the Vendor under this Agreement until it has complied with the foregoing.
14.2 The Vendor may, in its sole discretion, by providing written notice to Customer, terminate this Agreement in whole or in part, or disable any Products:
(A) immediately, if Customer fails to pay any monies due under this Agreement;
(B) immediately, upon the Vendor becoming aware of any misuse of the Products or Vendor Proprietary Information, as solely determined by the Vendor, acting reasonably;
(C) According to Clause 7.8(B); or
(D) if Customer commits a material breach of this Agreement that is not cured within thirty (30) calendar days of written notice from the Vendor specifying the breach and containing a warning of an intention to terminate if the breach is not remedied.
14.3 Upon termination, the Customer will pay the Vendor all money due to the Vendor after taking into account amounts previously paid. The Customer will also reimburse the Vendor for its expenses incurred up to the date of termination, including any expenses incurred in connection with such termination.
14.4 For Products that have not been paid in full, the Vendor reserves the right to demand the return of the Products to the Vendor at the customer’s expense.
14.5 Termination of this Agreement will not affect (i) any rights of the parties accrued to them up to the date of termination, (ii) any order that has already been accepted by the Vendor and for which the Products have been shipped, and (iii) the Vendor’s rights to retain any Deposit and to receive payment of the Balance and any other amounts due under Clause 3 in respect of Products already manufactured and prepared for shipment as at the effective date of termination.
15. General
15.1 Website Information
The information on the Website is provided “as is”, without any guarantees. The Vendor does not promise that the information on its Website or in any related Documentation is accurate, reliable, or will produce any particular results. The Vendor also does not guarantee the accuracy of information about third parties, or the content of any websites linked to the Vendor’s Website.
15.2 Telephone Communications
Telephone communications with the Vendor, its agents or independent contractors, may be monitored and/or recorded. The Customer expressly consents, on behalf of itself and other users of its phone number, to such monitoring or recording. By providing the Vendor with the Customer’s contact number, the Customer expressly authorises the Vendor to contact the Customer on that number via instant messaging or telephone, including via prerecorded or auto-dialled calls. This consent is for non-telemarketing calls only.
15.3 Assignment
(A) Neither Party may assign or subcontract any of its rights, whether by operation of law or otherwise, without the prior express written consent of the other Party. Any attempted assignment or subcontracting in violation of this Clause shall be null and void.
(B) Notwithstanding Clause 15.3(A), the Vendor may assign or subcontract this Agreement to any of its Affiliates or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its relevant assets without the Customer’s written consent.
(C) Subject to Clauses 15.3(A) and 15.3(B), this Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
15.4 Relationship of the Parties
The Parties agree that in performing their obligations pursuant to this Agreement, they are in the position of independent contractors. Nothing in this Agreement shall constitute or be deemed to constitute any partnership, joint venture or fiduciary relationship between the Parties, or qualify or be deemed to qualify either Party as an agent of the other Party or any of its Affiliates, for any purpose whatsoever.
15.5 Force Majeure Event
(A) Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement caused by the occurrence of a Force Majeure Event.
(B) The Party claiming the Force Majeure Event shall promptly notify the other in writing of the reasons for the delay or stoppage (and the likely duration) and shall take all reasonable steps to overcome the delay or stoppage.
15.6 Amendments and Variation
Except as otherwise permitted by this Agreement, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.
15.7 Severability of Provisions
If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision, and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.
15.8 Waivers
(A) No Party's failure to exercise, or delay in exercising, any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.
(B) Any waiver hereunder must be in writing, signed by the Party against whom the waiver is sought to be enforced.
15.9 Survivability
15.10 The following Clauses shall continue in full force and effect after the expiry or termination of this Agreement:
(A) 1 (Definitions);
(B) 7 (Intellectual Property and Proprietary Information);
(C) 8 (Confidentiality);
(D) 9 (Data Privacy);
(E) 10.2 (Product Warranty);
(F) 11 (Warranty Exclusions and Disclaimers);
(G) 12 (Customer Obligations);
(H) 13 (Limitation of Liability and Indemnity); and
(I) 15 (General).
15.11 Cumulative Remedies
Save as otherwise specifically provided herein, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by either Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.
15.12 Contracts (Rights of Third Parties) Act 2001
A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.
15.13 Entire Agreement
This Agreement and the Documentation referenced herein constitutes the entire agreement of the Parties and supersedes any prior or contemporaneous agreements relating to the subject matter hereof. Each Party confirms and acknowledges that it has not agreed to enter into this Agreement in reliance upon any statements or representations (whether of fact or otherwise) made by the other Party.
15.14 Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of Singapore.
15.15 Dispute Resolution and Jurisdiction
Any dispute, whether contractual or not, arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause 15.15. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a Party against the assets of the other Party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere. The law governing this arbitration agreement shall be Singapore law.
Schedule
CL1 System Laboratory Requirements
The CL1 is a compact electrophysiology system designed to support long-term neural culture function experiments. The essential equipment and approvals required to operate the CL1 safely and effectively are as follows:
1. Laboratory Infrastructure
Requirements | Specifications |
Lab Space | Minimum 0.5 m² of clean bench space |
Power Supply | Standard wall outlet (region-specific power brick included) |
Internet (Ethernet) | Needed for updates, data upload, and support |
2. Core Laboratory Equipment
Equipment | Purpose |
Biosafety Cabinet | Sterile handling of cultures |
CO₂ Incubator | Prepare cultures for CL1 |
Waste Disposal | Safe disposal of used culture media |
3. Compliance (as applicable)
Requirement | Applies when… | Specifications |
PC2 or BSL-2 Certification | Using human-derived cells, GMOs, or infectious materials | PC1 sufficient for non-GMO animal primary neurons |
IBC & OGTR, Human Research Ethics, or Animal Ethics Approval | IBC & OGTR- Working with GMOs or cells Ethics – using human or animal cells | Qualified institutional committees to review work |
Basic WHS/Biosafety Training | Handling live cultures or sterile workflows | Recommended good practice |
This list is for general guidance only and is not a substitute for professional advice or institutional biosafety expertise. Laboratory requirements may vary based on local regulations, institutional policies, and the specific nature of your research. Users are responsible for confirming compliance with applicable laws, certifications, and safety standards in their jurisdiction.
STANDARD TERMS AND CONDITIONS – CORTICAL CLOUD SERVICE
Cortical Labs Pte. Ltd.
as Service Provider
and You
as Customer
relating to
Cortical Cloud Subscription
UPDATED: 5 March 2026
(A) CORTICAL LABS PTE. LTD., (“the Service Provider” or “we”), registered in Singapore as company number 202038142C and having its registered office at 20A Tanjong Pagar Road, Singapore 088443, has developed a code-deployable biohybrid system, the CL1, as well as a biological cloud computing platform, both of which leverage biological materials. The Service Provider avails access to this biohybrid system through its Cortical Cloud Software as a Service subscription, allowing customers to remotely deploy code to the biohybrid system without requiring their own hardware and laboratory setup.
(B) Please read the terms of this Agreement carefully and in its entirety as they govern your access and use of our Platform and Services. By registering to use, clicking “I Agree”, “I have read and agree to the terms and conditions”, or words to that effect when signing up or logging into the Service Provider's Platform through the Service Provider's website (“Site”), you (“Customer” or “you”) acknowledge that you have read and accepted the terms of this Agreement and agree to be bound by this Agreement. Where the Customer is a company or other legal entity, by clicking “I Agree”, “I have read and agree to the terms and conditions”, or equivalent, you represent and warrant that you are authorised to bind the Customer to this Agreement.
(C) You are required to accept this Cortical Cloud Subscription Agreement (“Agreement”) before you can access and use the Platform and our Services.
(D) To the maximum extent permitted by applicable law, we reserve the right to make amendments to this Agreement from time to time at our sole discretion. We will inform you in writing of such amendments at least two (2) months before such amendments will take effect. If you do not agree to the amendments, you may terminate this Agreement by closing your account with us or otherwise informing us that you wish to terminate this Agreement. Your continued use of the Platform and Services after the effective date of any amendments constitutes your acceptance of this Agreement as amended.
NOW IT IS HEREBY AGREED as follows:
1.1 Definitions
In this Agreement:
“Acceptance” means the acceptance of this Agreement by the Customer or a representative of the Customer by registering to use, clicking “I Agree”, “I have read and agree to the terms and conditions”, or words to that effect when signing up or logging into the Service Provider's Platform through the Service Provider's Site, or otherwise accepting the terms of this Agreement through other means.
“Account” means the account that the Customer opens with the Service Provider required for the usage of and access to the Platform and Services.
“Affiliate” means in relation to any Party, any entity controlled, directly or indirectly, by such Party, any entity that controls, directly or indirectly, such Party or any entity directly or indirectly under common control with such Party. For purposes of this Agreement, “control” means the power to direct the management and policies of such Party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Biohybrid System” refers to any computer, developed by the Service Provider from time to time, which incorporates biological materials such as neurons or other cells, as well as other systems, infrastructure and/or technological platforms that may be used in conjunction with the computer, including without limitation, the CL1 and any ancillary cloud platform.
“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday in Singapore) when banks are open for banking business in Singapore.
“Confidential Information” means any information which is confidential in nature, designated orally or in writing by the Disclosing Party as confidential, or which may reasonably be considered by a business person to be commercially sensitive; that is provided to either Party by the other in anticipation of, or during, the Subscription Term (including without limitation information relating to either of the Parties' businesses and/or planned future businesses).
“Customer Data” means any and all information (including any Customer Personal Data) that is provided by the Customer to the Service Provider as part of the Customer's use of the Services and/or Platform, including any code inputs deployed onto the Platform by the Customer.
“Customer IPR” means all Intellectual Property Rights in the Customer Data provided by the Customer to the Service Provider under this Agreement.
“Customer Personal Data” means all Personal Data controlled by the Customer and made available to Service Provider in connection with this Agreement.
“Fees” means the applicable fees payable for the Services as per the applicable Plan selected by the Customer.
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected which prevents or materially hinders that Party from performing any of its obligations under this Agreement, including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, inherent biological variability and any failure, degradation or malfunction of the Biohybrid System or any of its underlying biological or technical components, including where, despite the affected Party exercising reasonable skill and care and using commercially reasonable diagnostic and investigative efforts, the cause of such failure, degradation or malfunction cannot be identified and there is no reasonable evidence that it was caused by matters within the reasonable control of that Party, industrial disputes affecting any third party, changes to the law, governmental action averse to operations of any Party, disasters, epidemics, explosions, fires, floods, pandemics, quarantines, riots, terrorist attacks and wars, but excluding any event or circumstance resulting from a Party’s lack of funds or inability to make any payment when due.
“Independent Development(s)” shall have the meaning given to it in Clause 5.8.
“Initial Term” means the initial term of subscription of the relevant Plan that the Customer has selected.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Output” means any results, data, models, analyses, predictions, reports or other output generated by the Customer through its use of the Services and the Platform.
“Party” shall refer to a party to this Agreement and “Parties” shall refer to both parties to this Agreement.
“Personal Data” means any data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which the Party collecting the data has or is likely to have access.
“Plan” means the subscription plan to the Services which the Customer has subscribed to or intends to subscribe to (as the case may be).
“Platform” means the Cortical Cloud platform through which the Service Provider provides the Services, found at https://cloud.corticallabs.com/ and as updated from time to time.
“Pricing Terms” means the details of pricing and fees in respect of the Services, as initially provided on the Purchase Page or otherwise available on the Site, and as updated from time to time in accordance with Clause 3.6.
“Privacy Policy” means the Service Provider’s privacy policy located at https://corticallabs.com/privacy.pdf.
“Purchase Page” means, as applicable: (a) the page on the Service Provider’s Site where the Customer selects the applicable Plan and completes the online checkout process; or (b) any written quotation, order form, pro forma invoice or similar document issued by the Service Provider and signed or otherwise expressly accepted by the Customer (including by email confirmation), in each case setting out the applicable Plan and Fees.
“Renewed Term” means each additional period for which the Plan is renewed after expiry of the Initial Term, whether or not the duration of or the number of units of the Biohybrid System subscribed to under the Renewed Term is the same as during the Initial Term.
“Services” means the services made available by the Service Provider via the Platform, including enabling the Customer, by deploying code through the Platform, to access and use a specified number of units of the Service Provider’s Biohybrid System for the duration specified in the relevant Plan to which the Customer has subscribed.
“Service Provider Entities” means the Service Provider and its holding companies, subsidiaries, Affiliates, related companies, third party service providers engaged by the Service Provider for the provision of Services, directors, officers, employees, agents, representatives, partners, licensors, and suppliers (including all equipment and technology suppliers) and “Service Provider Entity” shall be construed accordingly.
“Service Provider IPR” has the meaning ascribed to it in Clause 5.1.
“Software” means the Service Provider's software, and all Updates, upgrades, releases, and versions thereof, including the source code and object code and all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays in the user interface.
“Subscription Term” means the period beginning on the date of Acceptance and ending at the end of the Initial Term and any Renewed Term.
1.2 Interpretation
(A) Clause and paragraph headings shall not affect the interpretation of this Agreement.
(B) References to clauses are to the clauses of this Agreement.
(C) Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
(D) A reference to writing or written includes fax and email.
(E) Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
(F) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and a reference to a person means any individual, corporation, partnership, association, limited liability company, trust (including a business trust and a real estate investment trust), governmental or quasi-governmental authority or body or other entity or organisation (whether incorporated, incorporated, having separate legal personality, or otherwise).
2. Services
2.1 Subject to the terms of this Agreement and the Customer’s payment of the Fees, the Service Provider shall, through its Platform, provide the Customer with the Services.
2.2 From time to time, the Service Provider may modify the Services by issuing updates or introducing or removing features, functionality, applications or tools available in respect of the Services (“Updates”). The Service Provider reserves the right to make Updates at any time without prior notice to the Customer, and such Updates will be effective when posted on the Site or otherwise made available on the Platform.
2.3 Change of Plan
(A) Unless otherwise agreed in writing by the Service Provider, the Customer may not cancel, or downgrade any Plan, or shorten the Initial Term or any Renewed Term in the middle of the Initial Term or the then-current Renewed Term.
(B) Notwithstanding Clause 2.4(C), The Customer may request an upgrade to a higher Plan at any time; the Service Provider may accept or reject any such request in its sole discretion. If accepted, the upgrade shall take effect on the date confirmed by the Service Provider and the additional Fees shall be payable by the Customer for the remainder of the Initial Term or the then-current Renewed Term on a pro-rata basis at the Service Provider’s then-current rates.
2.4 Renewal of Plan
(A) Unless otherwise mutually agreed, there shall be no automatic renewal of the Plan after the end of the Initial Term or the then-current Renewed Term.
(B) The Service Provider shall use reasonable endeavours to notify the Customer at least three (3) weeks before the end of the Initial Term or the then-current Renewed Term, that the current Plan is due to expire, and to invite the Customer to confirm whether it wishes to renew its subscription to the Services.
(C) If the Customer wishes to renew its subscription to the Services, it shall, no later than two (2) weeks before the end of the Initial Term or the then-current Renewed Term, notify the Service Provider of its intention to renew (the “Renewal Notice”). The Renewal Notice shall be in writing and specify the relevant Plan (including the duration, number of units of the Biohybrid System and any other required details) that the Customer wishes to subscribe to for the Renewed Term. Unless the Service Provider notifies the Customer in writing before the end of the Initial Term or the then current Renewed Term that it does not accept the Renewal Notice, the Renewal Notice shall be deemed accepted and the subscription shall be renewed accordingly.
(D) The Customer further acknowledges and agrees that:
(1) if, as a result of any renewal, the total continuous duration of use of the same biological material (including neurons or other living cells) within the relevant unit of the Service Provider’s Biohybrid System exceeds six (6) months, the Service Provider shall be entitled to schedule a replacement of the biological material in accordance with its then‑current operational procedures.
(2) if the Customer does not confirm its intention to renew the Services in accordance with Clause 2.4(C), the Service Provider shall be entitled to schedule the units of the Biohybrid System used during the Initial Term or the then-current Renewed Term for decommissioning with effect from the expiry date of the Initial Term or the then-current Renewed Term. Any subsequent access to the Services will require the Customer to enter into a new subscription for a Plan, subject to the Service Provider’s then‑current terms, conditions and pricing.
3. Fees
3.1 The Fees and any other charges (including expenses) for the Services shall be payable by the Customer at the rates and in the manner described in the Pricing Terms.
3.2 All Fees are exclusive of any applicable goods and services tax, sales tax, value added tax, use tax, withholding tax or similar taxes, duties or charges (collectively, “Taxes”). The Customer shall be responsible for and shall pay all such Taxes imposed in connection with the Fees. If the Service Provider is required by law to collect or pay any Taxes on the Customer’s behalf, the Service Provider will invoice the Customer for such Taxes, and the Customer shall pay those amounts in addition to the Fees.
3.3 Unless otherwise specified in the Pricing Terms or the applicable invoice:
(A) Fees for the Initial Term and all Renewed Terms shall be payable in advance for each billing period (whether monthly, six-monthly or otherwise) and in US Dollars (USD); and
(B) Fees for Renewed Terms shall be payable on the Business Day before the commencement of the applicable Renewed Term.
3.4 Extra Usage-Based Charges. If the Customer's use of the Services exceeds the service level limits of the applicable Plan, the Customer will be billed for the additional usage at the rates set out in the Pricing Terms, or, if no such rates are specified, at the Service Provider’s then-current standard rates for such usage, and the Customer agrees to pay the additional fees in the manner instructed by the Service Provider.
3.5 Invoicing and Payment Terms
(A) Where the Customer subscribes online using a payment card or other electronic payment method, the Customer authorises the Service Provider and its payment processor to charge the Fees, the usage-based fees, and other variable fees, to the Customer’s designated payment method without requiring further consent from the Customer until this Agreement is terminated.
(B) The Customer shall ensure that all details for its designated payment method are current and valid at all times and shall promptly update them as necessary. If any charge is declined or reversed, the Customer shall immediately provide an alternative valid payment method and the Service Provider may require immediate payment of any outstanding amounts by such method.
(C) If the Customer believes that any Fees charged to its payment card are incorrect, the Customer must notify the Service Provider in writing within thirty (30) calendar days of the relevant charge appearing on the Customer’s card statement, specifying in reasonable detail the basis of the dispute.
(1) The Parties shall use reasonable endeavours to resolve any such dispute promptly. If the Parties determine that an error has occurred, the Service Provider shall, as applicable, issue a credit note, process a refund to the Customer’s payment card, or apply an appropriate adjustment to a subsequent charge.
(2) The Customer agrees not to initiate a chargeback in respect of any disputed amount unless it has first complied with this Clause 3.5(C) and the Parties have been unable to resolve the dispute within thirty (30) days of the Service Provider’s receipt of the Customer’s notice, except to the extent that a chargeback is required under applicable law or card scheme rules.
(D) The Customer shall pay each undisputed invoice in full in accordance with the due date and in the currency specified in the invoice, and to the bank account or via the payment method notified by the Service Provider.
(E) If the Customer disputes in good faith any amount in an invoice, it shall notify the Service Provider in writing within thirty (30) calendar days of receipt of the invoice, specifying the reasons for the dispute and paying the undisputed portion by the due date for payment. The Parties shall use reasonable endeavours to resolve any such dispute promptly. Once resolved, any amount determined to be payable shall be paid within ten (10) days.
3.6 Changes to Fees. The Service Provider shall be entitled to increase or change the Fees applicable for any and all Services, or the manner for charging for the Services, with thirty (30) days prior written notice to the Customer. Unless otherwise set out in writing, any Fee change shall take effect from the start of the next billing cycle beginning after the notice period has ended. If the Customer does not accept the change in Fees, the Customer may terminate this Agreement with effect from the end of the Initial Term or the then-current Renewed Term (as the case may be) for convenience under Clause 9.2.
3.7 Late payment interest. If the Customer fails to pay any undisputed amount payable under this Agreement by the due date for payment, the Service Provider may charge interest on the overdue amount at a rate of 1.5% per month (or, if lower, the maximum rate permitted by law), accruing on a daily basis from the due date up to the date of actual payment.
4. Customer's Undertakings
4.1 In using the Services, the Customer shall at all times comply with:
(A) the terms of this Agreement and the Service Provider's published terms and conditions (as the case may be), including any additional or modified terms and conditions as the Service Provider may from time to time notify the Customer; and
(B) all applicable laws regulating the use of the Services.
4.2 The Customer represents and warrants that:
(A) where the Customer is an individual, the Customer is over 18 years of age and will only register an Account in the Customer’s real name;
(B) where the Customer is a company or other legal entity, the individual completing the registration and/or clicking “I Agree”, “I have read and agree to the terms and conditions”, or equivalent represents and warrants that they are duly authorised to bind the Customer to this Agreement;
(C) the Customer has not been restricted by the Service Provider in using any of the Services; and
(D) the Customer has full power and authority to accept, abide and comply with the terms of this Agreement.
4.3 The Customer is solely responsible for the management of their Account and password. The Customer is solely responsible for restricting access to their computer(s) and maintaining the confidentiality and security of their Account, login details, passwords, and all activities that occur under that Account. The Customer shall notify the Service Provider in writing immediately if the Customer becomes aware of any unauthorised use of the Customer’s Account or password.
4.4 Without limiting the rest of the terms in this Agreement, the Customer shall not, directly or indirectly through authorising, assisting, or encouraging any third party, do any of the following actions:
(A) share or transfer their Account to others;
(B) use the Services, the Platform, or any part of the Software other than in accordance with this Agreement and any other documentation provided by the Service Provider;
(C) infringe on the confidentiality, Intellectual Property Rights or other rights of other parties in the use of the Services;
(D) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Services, the Platform or any part of the Software;
(E) modify, translate, or create derivative works based on the Services, the Platform or any part of the Software;
(F) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to or use the Services, the Platform or any part of the Software for the benefit of a third party or permit any third party to use the Services or the Software;
(G) access and/or use the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
(H) use the Services, the Platform or any part of the Software in any manner that may cause harm, damage, or foreseeable injury to the Platform or biological material of the Biohybrid System, including by deploying data onto the Platform that contains any viruses, malware or harmful or malicious code which could damage or adversely affect the performance of the Services, the Platform, any part of the Software or the underlying Biohybrid System;
(I) attempt to gain unauthorised access to the Service, the Platform, or related systems or networks;
(J) use the Services, the Platform, or any part of the Software with any material that is unauthorised, inaccurate, harmful, abusive, obscene, libellous, defamatory, threatening or otherwise illegal;
(K) use the Services or the Platform either directly or indirectly to support any activity that is illegal and/or unlawful;
(L) both during and after the Subscription Term, disparage the Service Provider, or its employees, products, business or any Affiliates; or
(M) use the Services or any part of the Platform, Services or Software, including any access to the CL1 devices, biological materials, hardware or other components of the Biohybrid System, or any Output, to design, develop, train, host, provide or support any “cortical cloud” or similar remote-access computation which incorporates biological materials or hosting services, or any other product or service that is the same as or materially similar to, or that competes with, the Services, whether for its own benefit or for the benefit of any third party.
4.5 Where the Customer is a company or other legal entity, it shall ensure that all individuals who access and use the Account, the Platform or the Services on its behalf comply with this Agreement, and the Customer shall be responsible for all acts and omissions of such individuals as if they were the Customer’s own acts and omissions.
4.6 Without prejudice to Clauses 8, 9 and 12, if any biological material forming part of the Biohybrid System is damaged, degraded or otherwise rendered unusable as a result of the Customer’s breach of Clause 4.4, the Service Provider may charge the Customer an additional fee for the procurement, preparation and/or installation of replacement biological material in addition to any other rights or remedies it may have under this Agreement or at law.
5.1 Licence to use Services and Platform. Subject to the Customer's payment of the applicable Fees and the Customer’s compliance this Agreement (including Clause 4), the Service Provider hereby grants the Customer a personal, worldwide, non-assignable, non-transferrable, non-sublicensable, non-exclusive and revocable licence to access and use the Platform and the relevant features (including access to the Biohybrid System, and any Software or application) as part of the Services being offered by the Service Provider for the Customer’s personal or internal business operations only. This licence may be suspended and/or terminated if the Customer does not comply with the terms herein or other additional terms or conditions imposed by the Service Provider from time to time.
5.2 Service Provider IPR. The Service Provider will exclusively retain all of its rights, title and interest in and shall remain the sole owner or licensee (as the case may be) of the Intellectual Property Rights in the Biohybrid System, Platform and Software, together with other computer software programs, networks, content and equipment that it uses to make the Services available to its customers, including all derivative works thereof or improvements or enhancements thereto (“Service Provider IPR”).
5.3 Nothing in this Agreement shall transfer, or be construed to transfer, any ownership of the Service Provider IPR to the Customer.
5.4 Customer IPR. Subject always to Clause 5.7, by submitting, posting or displaying its Customer Data on the Platform or disclosing the same to the Service Provider in the course of the Customer's use of the Services, the Customer grants to Service Provider an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use, process, copy, reproduce, adapt, modify, publish, transmit, display, distribute, create, collect and analyse the Customer Data and any Customer IPR solely to the extent necessary to:
(A) provide the Services to the Customer (including to operate, host and maintain the Platform, Software, and Biohybrid System);
(B) monitor, measure and ensure the performance, availability, capacity, integrity and security of the Platform, Software, Biohybrid System and the Services (including for diagnostic, analytical, remedial or troubleshooting purposes, and for the compilation of internal-use performance and service-level metrics and reports in relation to the Customer’s use of the Services);
(C) improve and enhance the quality of the Services provided to the Customer; and
(D) licence the Customer Data to third party service providers upon the Customer’s instructions or where necessary to facilitate the provision of ancillary services to the Customer;
5.5 Ownership of the Output
(A) Subject to:
(1) the Customer’s payment of all Fees and applicable amounts due under this Agreement;
(2) the Customer’s compliance with the terms of this Agreement (including Clause 4); and
(3) the Customer not having infringed any third party Intellectual Property Rights (collectively the “Ownership Conditions”),
(B) To the extent that any such right, title or interest does not automatically vest in the Customer, and subject to the Ownership Conditions being satisfied at all times, the Service Provider hereby assigns (by way of present assignment of future rights) such rights to the Customer with effect from the date of their creation. The Service provider shall, at the Customer’s request and cost, execute all documents and do all things reasonably necessary to give full effect to such assignment, including to perfect legal title to, and record the Customer as proprietor of, any registrable Intellectual Property Rights. Pending such perfection, and subject to Clause 5.5(C), the Service Provider shall hold any such rights, title and interest on trust for the Customer.
(C) Notwithstanding the foregoing, where the Service Provider receives written notice of any claim, dispute or proceedings (including any litigation, arbitration, or mediation) from any third party alleging that such third party has any right, title or interest in or to the Output, the Service Provider shall, from the date of receipt of such notice, hold any right, title and interest in and to the relevant Output on trust for such person as is determined to be the rightful owner pursuant to a final judgment of a court of competent jurisdiction, final arbitral award, binding settlement agreement or other binding determination in respect of such claim, dispute or proceedings.
5.6 Licence of the Output to the Service Provider
(A) Subject always to Clause 5.7, the Customer grants the Service Provider a non‑exclusive, world‑wide, royalty‑free, perpetual and irrevocable licence to use, copy, access, analyse, adapt the Output and create derivative works from the Output solely to the extent necessary for the purposes set out in Clause 5.4(A), 5.4(B) and 5.4(C).
(B) The Service Provider may disclose and make the Output available to, and grant sublicences under the licence in Clause 5.6(A) to its Affiliates, consultants and subcontractors, provided that each such person is bound by written confidentiality obligations no less protective than those set out in this Agreement.
(C) The Service Provider shall not use the Output to develop any new or existing products, services, methodologies, models, algorithms or technologies, for its own commercial purposes, or for any purpose other than those expressly permitted under Clause 5.6(A) above, unless it has first obtained the Customer’s prior written consent to such use. In relation to any such proposed use, the Parties shall enter into good faith negotiations with a view to agree to a separate licence in respect of the relevant
Output for those purposes.
5.7 The Service Provider shall only access Customer Data and Output to the minimum extent necessary to carry out the purposes expressly permitted under Clauses 5.4 and 5.6, and shall not intentionally access, view or inspect Customer Data or Output for any other purpose.
5.8 Without prejudice to Clause 5.6(C) above, the Customer acknowledges that the Service Provider carries out its own research and development activities and may, as a result, independently develop new or existing products, services, methodologies, models, algorithms or technologies that are similar to, or produce similar results as, the Output or the Customer IPR (“Independent Development(s)”). Provided that the Service Provider does not use the Customer IPR or any Output in breach of this Agreement, such similarity alone:
(A) shall not give the Customer any rights in or to such Independent Developments; and
(B) shall not, of itself, constitute evidence that the Service Provider has misused the Customer IPR or Output.
6. Confidentiality
6.1 Each Party (as the “Receiving Party”) shall keep all Confidential Information provided to it by or on behalf of the other Party (as the “Disclosing Party”) secure, secret and confidential, and shall take all reasonable precautions to prevent any unauthorised use or disclosure of the Confidential Information.
6.2 Subject to the other provisions of this Clause 6, each Receiving Party shall neither use nor disclose any Confidential Information provided to it by or on behalf of the Disclosing Party without the Disclosing Party’s written consent, provided that the foregoing shall not apply to any Confidential Information which:
(A) is or becomes, through no act of default on part of the Receiving Party or its officers or employees, generally known or available to the public;
(B) was already known to the Receiving Party at the time of its disclosure or was independently generated without the use of and not as a consequence of receiving information under this Agreement;
(C) is disclosed to the Receiving Party by a third party without any obligations of confidence; or
(D) has to be disclosed by law or by order of any court of competent jurisdiction, but only to the extent required by such law or order.
6.3 Where relevant, each Receiving Party shall limit disclosure of the Confidential Information provided to it by or on behalf of the Disclosing Party to such of its officers, employees, and consultants (and those of its Affiliates) to whom such disclosure is necessary for the purposes of this Agreement. Both Parties shall procure that their respective officers, employees, and consultants (and the officers, employees, and consultants of their respective Affiliates) maintain the confidentiality of the Confidential Information.
6.4 Each Party shall keep the terms and contents of this Agreement confidential and shall protect them, and limit their disclosure, on the same basis and to the same standard as it is required to protect and limit disclosure of the Confidential Information provided to it by or on behalf of the other Party under this Agreement.
6.5 The Customer agrees that the Service Provider may, for marketing or promotional purposes, state, market or otherwise publicise that the Customer has subscribed for the Services from the Service Provider and may use the Customer’s name and/or logo in its marketing materials (including on its website, social media platforms and in presentations), provided that the Service Provider does not disclose pricing or other commercially sensitive terms of this Agreement. The Customer may opt out of this at any time by giving written notice to the Service Provider. After receiving such opt out notice, the Service Provider shall not issue any new marketing materials that identify the Customer by name, logo or otherwise, but may continue to refer to the provision of Services in general terms, including by referring to the relevant industry and/or geographic area or country of the Customer, without any further identification of the Customer.
7. Personal Data Protection
7.1 The Privacy Policy sets out how the Service Provider collects, uses, discloses or processes (where applicable) Customer Personal Data.
7.2 By registering for an Account and using the Services, the Customer authorises the Service Provider to collect, use, disclose and otherwise process Customer Personal Data in accordance with the Privacy Policy. The Customer confirms that it has provided all notices and obtained all consents required under applicable Personal Data protection laws to permit the Service Provider to process Customer Personal Data in accordance with this Agreement and the Privacy Policy.
7.3 Each Party shall comply with all applicable laws regarding the protection and processing of Personal Data in their possession for the purposes of the Services.
8. Suspension of Account and Other Actions
8.1 Where the Customer fails to pay any undisputed amount due to the Service Provider by the due date of the payment, the Customer’s Account and use of the Platform and Services may be automatically suspended. Without prejudice to the Service Provider’s rights under Clause 9.4, access to the Services will only be restored after the Service Provider receives payment in full and cleared funds.
8.2 If the Service Provider reasonably suspects that the Customer is using the Services for fraud or other suspicious or unlawful activity; or reasonably suspects that the Customer has committed any material breach of this Agreement; or is required by law, by court or governmental or regulatory order, the Service Provider may, at its sole discretion:
(A) immediately suspend the Customer’s access to their Account;
(B) terminate the Customer’s Account;
(C) restrict the Customer’s access to the entire Platform or parts thereof;
(D) suspend the provision of the Services to the Customer;
(E) report the Customer’s activity to the relevant law enforcement authorities and provide evidence in support for such authorities to conduct their investigations; or
(F) take any other action which the Service Provider deems appropriate in the circumstances.
8.3 Unless otherwise agreed to by the Service Provider in writing, all applicable Fees shall remain payable during any period of suspension notwithstanding that the Customer may not have access to the Services.
9. Term and Termination
9.1 This Agreement shall come into force on the date of the Customer’s Acceptance of this Agreement and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Subscription Term after which it shall automatically expire.
9.2 Terminate for convenience. Either Party may terminate this Agreement without cause by giving not less than one (1) month’s prior written notice to the other Party, provided that, unless otherwise mutually agreed, such termination shall take effect only at the end of the Initial Term or the then‑current Renewed Term applicable to the Customer’s Plan.
9.3 Termination for cause. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party:
(A) to the extent permissible by law, suspends or ceases or threatens to suspend or cease to carry on all or a substantial part of its business;
(B) commits a material breach of any term of this agreement and, if such breach is remediable, fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
(C) is unable to perform a material obligation under the Agreement for thirty (30) days or more due to the occurrence of a Force Majeure Event.
9.4 The Service Provider may terminate this Agreement with immediate effect by written notice to the Customer if:
(A) any undisputed amount due to the Service Provider remains unpaid for more than thirty (30) days after its due date for payment; or
(B) the Service Provider reasonably believes that the continued provision of any Service to the Customer would violate applicable laws, or that the Customer has violated or caused the Service Provider to violate any applicable laws.
9.5 Consequences of termination. On the date of termination of this agreement for any reason:
(A) the Service Provider will immediately cease providing the Services;
(B) except where expressly set out in this Agreement, all licenses granted in relation to this Agreement shall immediately end;
(C) where this Agreement is terminated by the Service Provider pursuant to Clauses 9.3 or 9.4 above, Fees for the entire Initial Term or the then-current Renewed Term (as the case may be) will not be pro-rated and will not be refunded and shall be deemed accrued and immediately due and payable on the effective date of termination;
(D) where this Agreement is terminated by the Customer pursuant to Clause 9.3 above, Fees for the entire Initial Term or the then-current Renewed Term (as the case may be) will be pro-rated so that the Customer is charged only for the portion of the Services provided up to and including the effective date of termination. Any Fees paid in advance for Services to be provided after that date shall be refunded to the Customer; and
(E) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
9.6 Clauses 1 (Definitions and Interpretation), 5.2, 5.5, 5.8 (Intellectual Property Rights), 6 (Confidentiality), 7 (Personal Data Protection), 9 (Term and Termination), and Clauses 11 (Disclaimers), 12 (Indemnities), 13 (Limitation of Liability), 14 (Third Party Services and Materials), 15 (General), and such other Clauses which of their nature are intended to continue past the expiry or termination of this Agreement as regards each Party, shall survive the termination of this Agreement.
10. Notices
Any notice or other communication given under this Agreement to the Service Provider shall be in writing in the English language and shall be sent by post or email to the address or email address given below:
(1) Address: 20A Tanjong Pagar Road, Singapore 088443
(2) Email: info@corticallabs.com
11. Disclaimers
11.1 The Service Provider shall try to provide continuous access to the Platform and Service on a best-efforts basis. However, the Customer acknowledges that the Service Provider cannot and does not guarantee that the Platform and Service will be available at all times. The Platform and Services may be subject to limitations, interruptions, delays and other problems, owing to Platform-, server- or systems-maintenance, or inherent in the use of such communications facilities over the internet. Downtime or any interruption in the provision of the Platform or Services shall not entitle the Customer to any reimbursement, compensation or payment from the Service Provider. The Service Provider will use commercially reasonable efforts to notify the Customer in advance of any scheduled maintenance of the Platform, but the Customer acknowledges that it may receive no advance notification for downtime caused by a Force Majeure Event or for other emergency maintenance.
11.2 The Service Provider will use commercially reasonable efforts to respond to any problems about the Services detected by the Service Provider and/or reported by the Customer. The Service Provider, however, does not guarantee that all problems can be fixed within any specific timeframe.
11.3 The Software, Platform, Services and Output are all provided "as is". The Service Provider hereby disclaims, to the fullest extent permitted by applicable law, all warranties, whether express, implied, statutory, or otherwise, including without limitation all warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice in relation to the same. The Service Provider makes no warranty of any kind that the Software, Platform, Services and Output or results of the use thereof, will meet Customer's or any other person's requirements, operate without interruption and/or amendments from time to time, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, bug free or error free. Other than as specified in these terms, the Service Provider shall not be liable for the Customer's use of the Software, Platform, Services and/or Output.
11.4 The Customer acknowledges that the Customer Data provided to the Service Provider to generate any Output are self-reported by the Customer, and the Service Provider has not verified and shall not verify the accuracy of such data. Accordingly, the Service Provider shall not be liable or responsible for any errors, inaccuracies or deficiencies in any Output, including but not limited to:
(A) where such errors or inaccuracies have arisen as a direct or indirect result of, are caused by or attributable to the Customer providing wrong, incomplete or inaccurate Customer Data, information, instructions and/or data whilst using the Services;
(B) where such errors or inaccuracies have arisen as a direct or indirect result of, are caused by or attributable to the Customer using the Services in a manner that is contrary to the terms of this Agreement or any other instructions and policies from the Service Provider; and
(C) where the Output is relied upon by the Customer but is not found to comply with any applicable rules and regulations for the particular purpose.
11.5 The Customer acknowledges that the Customer is responsible for implementing sufficient security measures or arrangements with regard to anti-virus protection. To the maximum extent permitted by law, the Service Provider will not be liable to the Customer for any loss or damage suffered, caused by a distributed-denial-of-service attack, ransomware attack, virus, or other harmful act caused by third parties which may infect or harm the Platform or provision of Services.
11.6 The Customer acknowledges that the Biohybrid System is of a research and experimental nature and may be subject to inherent scientific and technical uncertainty. The Biohybrid System is a research tool meant solely for research purposes and not for general use. Accordingly, the Customer is solely responsible for evaluating and verifying the suitability, accuracy and completeness of any Output generated through the use of the Services for the Customer’s own purposes before using them for any decision-making, product development, clinical, regulatory, commercial or other purposes. Nothing generated through the use of the Services constitutes, or is intended to constitute medical, regulatory, investment or other professional advice, and the Customer must obtain its own independent professional advice before using any such generated Output.
11.7 The Customer acknowledges that in using the Services, it will be using the Biohybrid System, and that the Biohybrid System and any other biological material within are experimental and inherently variable by virtue of being biological systems. Accordingly, to the fullest extent permitted by applicable law, the Service Provider shall not be liable to the Customer for any loss, damage, cost or expense (whether direct or indirect, and whether in contract, tort (including negligence) or otherwise) arising out of or in connection with:
(A) any error, interruption, delay, failure, degradation, malfunction or other incident affecting the operation or performance of the Biohybrid System or any biological material within it, or the Platform or any Services which rely on the same;
(B) any failure to achieve, reproduce or validate any particular scientific, technical, clinical or commercial outcome, result or improvement;
(C) the completeness, accuracy, precision, suitability or fitness for any particular purpose of any Output generated using the Biohybrid System or any biological material within it; or
(D) any incompatibility of the Biohybrid System or any biological material within it with the Customer’s systems, infrastructure or intended uses.
11.8 Nothing in this Agreement shall transfer, or be construed to transfer, any ownership of the Service Provider’s Biohybrid System, or any associated technologies, methods or processes to the Customer, all of which shall remain the exclusive property of the Service Provider.
12. Indemnities
12.1 The Customer shall indemnify and hold harmless the Service Provider Entities, from and against all and any costs, expenses, liabilities, damages, and losses (including reasonable legal and professional fees) (“Losses”) suffered or incurred by any Service Provider Entity, whether or not arising out of any claim, action, suit or proceeding by a third party, arising out of or in connection with:
(A) any breach by the Customer of any representation, undertaking, warranty, or other material term (including without limitation, the undertakings in Clause 4) under this Agreement;
(B) the Customer’s unauthorised use, access and/or distribution of the Service;
(C) the Customer’s infringement of its data privacy obligations under applicable data privacy laws;
(D) the Customer’s provision of false, duplicate, incomplete, unauthorised, or misleading information or Customer Data;
(E) any Customer IPR, Customer Data, or any other information provided by the Customer, or the Service Provider’s receipt, use, storage or processing of any of the foregoing in accordance with this Agreement, infringing or violating any Intellectual Property Right or other proprietary right of any third party; or
(F) the Customer’s use or other exploitation of the Output, including any allegation that any of the foregoing use infringes, misappropriates or otherwise violates any Intellectual Property Right of any third party;
13. Limitation of Liability
13.1 The Customer acknowledges that the Service Provider's obligations and liabilities in respect of the Services are exhaustively defined in this Agreement.
13.2 Nothing in this Agreement shall limit or exclude either Party’s liability for death or personal injury caused by its own negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded under applicable law.
13.3 Subject to Clause 13.2 and to the fullest extent permitted by law, no Service Provider Entity, whether individually or collectively, will be liable for any indirect, special, incidental, punitive, exemplary, or consequential loss, damage, cost, or expense of any kind whatever and however caused, whether in contract, tort (including for negligence or breach of statutory duty), restitution or otherwise, including without limitation loss of production, inaccuracy of, loss of or corruption to data, loss of profits or of contracts, bugs, error or interruption of use, loss of operation time, loss of goodwill or anticipated savings, or any cost of procurement of substitute goods, services, or technology, even if the Service Provider or any of the Service Provider Entities has been advised of their possibility.
13.4 Subject to Clause 13.2, the Service Provider’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed an amount equal to the Fees for all Services paid to the Service Provider in the twelve (12)-month period immediately preceding the first incident giving rise to any claim under this Agreement.
13.5 Nothing in this Agreement excludes or limits the liability of the Customer for any breach, infringement or misappropriation of the Service Provider IPR.
14. Third Party Services and Materials
14.1 The Service Provider may incorporate services provided by third party service providers (“Third Party Services”) into the Platform or Services, including but not limited to webpage hosting service providers or payment processors. The Customer acknowledges and agrees that:
(A) the Service Provider will delegate the authorisations provided by the Customer to such third party service providers upon the Customer’s instruction or where the Service Provider deems necessary to provide the Services;
(B) the Customer may need to agree to additional terms and conditions provided by the third party service providers to use the Third Party Services;
(C) third party service providers are independent contractors, and the Service Provider does not provide or exercise any control or oversight over the performance of Third Party Services. The Service Provider is not responsible for the acts or omissions of Third Party Services Providers, even if the Third Party Services are provided through or linked to the Platform;
(D) where the performance of Third Party Services requires disclosure to and/or access of Customer Personal Data, to the extent permitted by applicable law, the Customer will not hold the Service Provider responsible for any breach on the part of the third party service providers, including but not limited to losses and/or damages suffered by the Customer arising out the unauthorised disclosure and/or access of Customer Personal Data by the third party service providers; and
(E) third party service providers may change, modify or discontinue, temporarily or permanently any Third Party Services used by the Customer without notice. However, the Service Provider will use its best endeavours to provide notice to the Customer within a reasonable period of time if and when the Service Provider becomes aware of such change, modification, suspension and/or discontinuance of Third Party Services.
14.2 The Service Provider may also display, include or make available third party content or provide links to third party websites or services (collectively, “Third Party Materials”) through the Services. The Customer acknowledges and agrees that:
(A) the Service Provider may, but shall have no obligation to, monitor and review such Third Party Materials, and shall not be responsible for such Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof;
(B) the Service Provider does not guarantee the continued availability of such Third Party Materials, and may cease displaying, including or making available such Third Party Materials at any time at its sole discretion without any liability to the Customer;
(C) the Service Provider does not assume and will not have any liability or responsibility to the Customer or any other person or entity for any Third Party Materials accessed through the Services, which shall be entirely at the Customer's own risk;
(D) the Customer’s use of any Third Party Materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by the Service Provider or the third party and not by this Agreement. The Service Provider grants no Intellectual Property Rights or other rights in connection with any Third Party Materials; and
(E) the Service Provider makes no representations or warranties whatsoever, and shall not be liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer may incur arising out of or in relation to the Customer's use of Third Party Materials, any transactions completed in or through the same, nor for any contract entered into by the Customer with any third party.
15. General
15.1 Indulgence, Waiver, Etc.
A waiver of any right or remedy is only effective if given in writing. No Party's failure to exercise, or delay in exercising, any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.
15.2 Assignment and Subcontracting
(A) The Customer shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this Agreement without the prior written consent of the Service Provider.
(B) Except as expressly provided in this Agreement, the Service Provider may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement without the Customer’s consent.
15.3 Successors and Assigns
15.4 Whole Agreement
(A) This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter of this Agreement.
(B) Each Party confirms and acknowledges that it has not agreed to enter into this Agreement in reliance upon any statements or representations (whether of fact or otherwise) made by the other Party.
15.5 Cumulative Remedies
15.6 Force Majeure Event
(A) Neither Party shall be responsible or liable for any delay, default or failure of it to perform its obligations under this Agreement by reason of the occurrence of a Force Majeure Event.
(B) The affected Party shall, as soon as reasonably practicable, give written notice to the other Party describing the matters giving rise to the delay, default or failure, together with evidence as it can reasonably give and specifying the period for which it is estimated such default, delay or failure will continue. A failure or delay in giving such notice, or in providing supporting information, shall not prevent the affected Party from claiming relief under this Clause 15.6, except to the extent that the other Party is materially prejudiced by such failure or delay.
15.7 Authority, Independent Contractors
15.8 Severability of Provisions
15.9 Counterparts
15.10 Contracts (Rights of Third Parties) Act 2001
15.11 Governing Law and Resolution of Disputes
(A) This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.
(B) Any dispute, whether contractual or not, arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause 15.11. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a Party against the assets of the other Party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere. The law governing this arbitration agreement shall be Singapore law.