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Terms

This Agreement is entered into this date of Order Form Date (“Effective Date”) between Client having its registered office at Address and AgileAlgo Pte. Ltd. (Company Registration No. 201942991W) having its registered office at 5008 Ang Mo Kio Avenue 5 #04-09 Techplace II Singapore 569874  (hereinafter referred to as “AgileAlgo”).

 

Hereinafter all parties to the Agreement shall be collectively referred to as Parties and singularly as Party.

 

Whereas Client is actively engaged in the Agriculture Livestock and Feed Processing Business.

 

Whereas AgileAlgo is a technology company that provides Artificial Intelligence solutions for enterprises via, among other things, its innovative AI enabled platform.

 

Client requires the Services and Platform and AgileAlgo is able and willing to provide the same. In consideration of mutual benefits to be obtained, the Parties here to mutually agreed as follows:

 

1. Definitions

Capitalised words are defined as below:

“Acceptance” means written confirmation that Client has accepted the service and will pay payments for the milestones as defined.

“Agreement” means all terms and conditions herein and all Schedule attached hereto.

“Intellectual Property” or “IP” shall mean patented and unpatented inventions, copyrighted works, trade secrets, know-how and proprietary information.

“Background IP” refers to the IP that exists prior to this Agreement and is brought to the project by each Party. Except as may be otherwise expressly provided elsewhere in this Agreement or in any resulting contract, each Party shall retain title to its own Background IP, including IP possessed independently of the performance of this Agreement.

“Foreground IP” refers to the IP created as a direct result of the Services set forth in this Agreement, including the software code, design schematics, user interfaces, documentation, and algorithms.

“Licensed Software” refers to the Virtual Data Scientist Platform for artificial intelligence code generation.

“Statement of Work” means the documents that describe the Services to be provided by AgileAlgo, including design, development and deployment of the Project and any other items as agreed by the Parties.

“Project” means the JINI project.

2. Services

Client is willing to appoint AgileAlgo as a service provider. The scope of services to be provided by AgileAlgo to Client are shown in the Statement of Works below (hereinafter referred to as “Services”).

3. Responsibility of Client

Client is responsible to provide all necessary inputs, data and timely decisions for the delivery of the services by AgileAlgo. Acceptance by Client of assessment output, design, test and golive of the Project should be timely and reasonable.

4. Responsibility of AgileAlgo

AgileAlgo is responsible to provide the necessary design and development of the Project of this Agreement according to the scope of the services as defined in the Scope of the Statement of Work. Scope that is not defined will not be included.

5. Service Fees

In consideration of the Services which AgileAlgo provides to Client, Client agrees to pay AgileAlgo a service fee shown in Service Fees in each Statement of Work. The fees are exclusive of any applicable taxes for Services rendered.

6. Invoice and Payment

AgileAlgo will invoice Client as per Payment Schedule in each Statement of Works. Such invoice shall be due and payable immediately upon Client receipt of the invoice.

7. Terms of Agreement

Subject to the Parties’ full compliance with all the terms and conditions herein, this Agreement shall continue in full force and effect from Effective Date until the end of the Term; however, either Party may terminate this agreement by convenience by giving Ninety (90) days written notice to the other Party subject to the settlement of any outstanding and remaining work and obligations during this period, including a potential 2-year compute and licensing commitment as per the SOW. Either Party may terminate this agreement with immediate effect, by providing written notice of the same to the other Party, if:

  1. The other Party, through its acts or omissions, reflects discredit upon the business or reputation of the terminating Party.

  2. The other Party breaches any of the terms of this agreement.

  3. There is a change of control of the other Party; or

  4. The other Party is bankrupt, insolvent, or winding up, whether or not as a result of a court or government authority order. 

8. Assignment and Delegation

Neither Party may assign the duties, obligations, rights, or benefits arising from this Agreement without the prior consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganisation, acquisition, or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

9. Complete Agreement

This Agreement comprises this Agreement between the Parties hereto and the terms and conditions of use of AgileAlgo platform (a copy of which is available on the VSI platform website at https://vsi.agilealgo.ai) and supersedes all prior written or oral agreements. It may not be altered except in writing and signed by a duly authorized representative of both Parties. 

10. Confidentiality

Parties agree to maintain the confidentiality of this Agreement during the term of this Agreement and for a period of 12 months after its termination, unless the information:

  1. Is required by Client to do so in any application for grant or funding of this Project.

  2. Is or becomes part of public knowledge, through no breach of this Agreement by either Party.

  3. Comes lawfully into the possession of the Parties from a third party; or

  4. Is ordered to be disclosed by a court of law or other governmental authority. 

11. Severability

If any provision of this Agreement is found to be invalid or unenforceable, this will not affect the validity, legality, or enforceability of the other provisions of this Agreement, and the obligations and benefits hereunder shall remain in full force and effect.

12. Disclaimers

AgileAlgo is not responsible for data entered by Client or other parties.

AGILEALGO MAKES NO WARRANTY, REPRESENTATION, OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. AGILEALGO DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. AGILEALGO DOES NOT WARRANT THAT ANY SERVICES, DATA REPOSITORY, LICENSED SOFTWARE, DOCUMENTATION, OR DATA WILL SATISFY CLIENTS REQUIREMENTS OR THAT THEY ARE WITHOUT DEFECT OR ERROR OR THAT THE ACCESS THERETO OR USE THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. Client ACCEPTS THE SERVICES, LICENSED SOFTWARE, DOCUMENTATION, AND DATA REPOSITORY ON AN “AS IS” BASIS.

13. Limitations of Liability

AGILEALGO’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT AND ANY SERVICES, DATA REPOSITORY, LICENSED SOFTWARE, AND DOCUMENTATION (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G. AGREEMENT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE) SHALL NOT IN ANY EVENT EXCEED AN AMOUNT EQUAL TO $1,000 OR THE TOTAL OF ALL PAYMENTS RECEIVED BY AGILEALGO FROM CLIENT UNDER THIS AGREEMENT AND PER STATEMENT OF WORK DURING THE THEN MOST RECENT ONE YEARS, WHICHEVER IS GREATER. CLIENT’S AGGREGATE LIABILITY FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF ALL PAYMENTS DUE UNDER THIS CONTRACT. NEITHER PARTY  SHALL NOT IN ANY EVENT BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, LOSS OF PROFITS OR REVENUE, OR CLAIMS BY ANY PERSON OTHER THAN CLIENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

14. Ownership of Intellectual Property and Licenses

Client acknowledges that all Intellectual Property (IP) both background and foreground, except for data, including the Licensed Software, provided by AgileAlgo belongs to AgileAlgo and AgileAlgo’s licensors, and that Client has no rights with respect thereto except for the non-exclusive, royalty-free and perpetual license and rights expressly granted to Client in this Agreement upon full and final payment of the Services and licensing. Client acknowledges that AgileAlgo uses third parties and open-source licenses for the provision of the Services to Client.

15. Amendments

This Agreement may be amended, modified, or supplemented only by a written amendment signed by Client and AgileAlgo. Either Client or AgileAlgo may request a change to this Agreement, including all Schedules hereto, by submitting a written proposal describing the desired change to the other Party.

16. Responsible for Taxes

Client is responsible for all federal, state and/or country taxes applicable to the services provided and compensation and other payments paid to AgileAlgo for the provision of the Services and delivery of the Project.

17. Force Majeure

Except for obligations to make payment, neither Party shall be liable to the other for any delay or failure to perform its obligations due to any cause beyond its reasonable control, including, without limitation, pandemic, acts of nature, fire, flood, accident, riot, war, terrorism, government intervention, embargoes, strikes, labor difficulties, equipment or software failure, late deliveries by suppliers, downtime, and/or disruptions in or failure of power, communications, networks, or the Internet.

18. Publicity

On or after the Effective Date, Parties may make a public announcement with respect to this Agreement, or the transactions contemplated hereby or the existence of this Agreement.

19. Notices

Each notice or communication given pursuant to the terms of this Agreement shall be given in writing by facsimile or email or letter at their respective registered addresses.

20. Survival

All rights and obligations cease upon termination or expiration of this Agreement, except for the rights and obligations and declarations which expressly or by their nature survive termination of this Agreement, including without limitation this provision on Survival, and provisions regarding Definitions, Services, Disclaimers, Limitation of liabilities, Responsibility on Taxes, Ownership of Intellectual Property and Licenses, Complete Agreement, Counterparts, Amendments Responsibility of Client, Responsibility of AgileAlgo, Confidentiality, Dispute Resolution, Severability, Assignment and Delegation, Governing Law, Arbitration and Headings.

21. Headings

The headings in this Agreement are included only for convenience and do not control or affect the meaning or construction of this Agreement.

22. Counterparts

Each notice or communication given pursuant to the terms of this Agreement shall be given in writing by facsimile or email or letter at their respective registered addresses.

23. Governing Law

This Agreement shall be governed by and construed in accordance with the law of Singapore.

24. Arbitration

Any dispute 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 accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference to this Clause. The seat, or legal place, of arbitration shall be Singapore, and the language to be used in the arbitral proceedings shall be English.

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