Terms of Service

These terms of service ("Terms") constitute a contract between you and
Talenox and govern the use by you, your agents and end users of our website at
www.talenox.com (the "Site") and all of the products and Services (as
defined below) offered by Talenox.

By accepting these Terms, or by accessing or using the Service or Site, or
authorising or permitting any agent or end-user to access or use the Service or
Site, you agree to be bound by these Terms. If you are entering into these Terms
on behalf of a company, organisation or another legal entity (an "entity"),
you are agreeing to these Terms for and on behalf of that entity and
representing to Talenox that you have the authority to bind such entity and its
affiliates to these Terms, in which case the terms "you," "your" or
related capitalised terms herein shall refer to such entity and its affiliates.
If you do not have such authority, or if you do not agree with these Terms, you
must not accept these Terms and may not use the Service, or continue accessing
the Site.

If you have any questions about these terms, please feel free to contact us
through our Site or email us at
support@talenox.com.

1. SERVICE

1.1. Talenox Pte Ltd (registration number: 201417072C) ("Talenox",
"we", "us" and/or "our") provides hosted integrated cloud human
resources solutions through the Site and any applicable software (as defined
below) (collectively, the "Service"). The Service is provided by Talenox to
you and any individual or entity to whom you grant the right to access the
Service through your account as an agent and/or administrator as identified
through a unique login ("agent"), or as an end-user connecting with you or
your agents via the service ("end user"), subject to these Terms and all
modifications thereto and/or other rules that may be published from time to time
by Talenox. From time to time, we may notify you of updates or modifications to
or new versions of the Service and your usage of the updated or new versions of
the Service, or your continued use of the Service and/or access to the Site
confirms your acceptance of the new or updated Service, Site and these Terms.
Your failure to accept such revisions, updates or modifications may entitle
Talenox to terminate the Service, your Subscription (as defined below) or your
access to the Site, in accordance with clause 9.1 below. It is your
responsibility to periodically check the Site for any amendments to these Terms.

2. GENERAL CONDITIONS AND RESTRICTIONS

2.1. During the term of your subscription to the Service
("Subscription", and such term, the "Subscription Period"), you have the
limited right to use the Service solely for your own internal, personal or
limited commercial use as an online platform to communicate with your end users.
The terms of your Subscription, including without limitation, the fees for the
Service, the Subscription Period and the number of agents or end users
permitted, shall be set out in the relevant "Subscription Plans" page
provided by and entered with Talenox ("Talenox Subscription Form")
("Subscription Plan"). In the event that there are any changes to the
applicable fees or the Subscription Plan(s), we will communicate such changes to
you in advance and, if applicable, how to accept those changes. The Talenox
Subscription Form and Subscription Plan shall form an integral part of your
Agreement with Talenox (if applicable).

2.2. All users will be provided with a 30-day free trial to the SUITE Plan
and benefits upon subscription. Following the trial, your account will
automatically convert into a FREE Plan with access to the basic functions of the
Site. At any time, users can upgrade to one of Talenox’s paid plans, including
but not limited to the SUITE Plan, by keying in the appropriate information on
the Site’s "Subscription Plans" page. Users can also choose to convert their
account back into a FREE Plan at any time from the same "Subscription Plans"
page on the Site. In the event a user decides to downgrade from the SUITE Plan
to a FREE Plan, no credits will be refunded to that user, and the user shall be
allowed to full access to the SUITE Plan until the end of the billing cycle.

2.3. You agree to provide information as required by Talenox, and represent
that all provided shall be true, accurate, current and complete. You agree not
to transfer, lease, rent, assign, sublicense or resell the Service, in whole or
in part, unless you are an authorised partner of Talenox and only pursuant to a
separate partners' agreement entered into between you and Talenox ("partners'
agreement"), and you further agree not to allow any third party other than
your agents and end users to access the Service. You are responsible for
compliance with the provisions of these Terms by your agents and end users and
for any and all activities that occur under your account.

2.4. You shall be responsible for obtaining and maintaining any equipment
and ancillary services needed to connect to, access or otherwise use the service
(collectively, "Equipment"). You shall be responsible for ensuring that such
Equipment is compatible with the Service (and, to the extent applicable, the
Software (as defined below)) and complies with all configurations and
specifications set forth in Talenox’s published policies then in effect.

2.5. You understand and acknowledge that we have no obligation to monitor
any portion of the Service or Site, including without limitation, data,
information, feedback, suggestions, text, images, links, content and other
materials uploaded, posted, delivered, published, provided or otherwise linked,
transmitted or stored (hereafter, "post" or "posted") by you, your
agents or your end users (collectively, "your Content"). By posting your
Content on or through the Service or Site, subject to our privacy policy, as
amended, modified or supplemented from time to time ("Privacy Policy"), you
hereby do and shall grant Talenox a worldwide, non-exclusive, perpetual,
irrevocable, royalty-free, fully paid, sub-licensable and transferable license
to use, modify, reproduce, distribute, display, publish and post your Content as
necessary to provide the Service. You acknowledge that you bear sole
responsibility for your Content, including (a) making any determination as to
whether you have the legal right to post, store, reproduce or otherwise make use
of your Content in the manner contemplated by you; and (b) complying with all
relevant domestic and international laws and any other legal obligations
associated with your Content, including, but not limited to, copyright,
trademark or other intellectual property, trade secret, defamation, privacy,
decency, security and export laws. You acknowledge and agree, however, that
Talenox shall have the right to monitor the Service and Site, and disclose any
information or Content as necessary or appropriate to satisfy any law,
regulation or other governmental request, to operate the Service and Site
properly, or to protect the Service and Site, without providing you any prior
notice.

2.6. While Talenox strives to protect personal information and privacy, we
cannot always guarantee the security of any information you disclose online. You
acknowledge by entering into this Agreement (as defined below) that you are
aware of our limitations with respect to security and privacy and that Talenox
will have no liability to you for any unauthorised access or use of any of your
Content, or any corruption, tampering, deletion, destruction or loss of any of
your Content.

2.7. As part of the registration process, you and each agent may be required
to identify a user name and password for your account ("login credentials").
You agree and acknowledge that each agent will be identified by a unique login
credential and that an agent login credential may only be used by one (1)
individual. You will not share an agent login credential among multiple
individuals. You and your agents are responsible for maintaining the
confidentiality and security of all login credentials for your account. Subject
to any limitation on the number of individual agents or end users available
under your Subscription Plan, access to and use of the Service is restricted to
the specified number of individual agents permitted under your Subscription
Plan.

2.8. You and your agents are responsible for maintaining the confidentiality
and security of your and your agents’ login credentials and agree to immediately
notify us of any unauthorised use of the Service or any other breach of security
related to the Service or Site known to or suspected by you and/or your agents.
Talenox assumes no responsibility for the deletion of or failure to store
electronic messages, communications, or other information or other Content
submitted by you, your agents or your end users using the Site or Service,
whether submitted as part of the Service or otherwise.

2.9. You shall comply with any codes of conduct, policies or other notices
that Talenox provides you or publishes on the Site in connection with the
Service and use or access of the Site. If you violate any these Terms, you, your
agents and end users may be permanently or temporarily banned from using the
Service or accessing the Site at Talenox's sole and absolute discretion.

2.10. You agree not to use the Service and/or the Site (as applicable):

(a) to display, upload or promote obscene, indecent, pornographic or
sexually explicit activities or content;

(b) to promote or engage in abusive, threatening, inflammatory, hateful,
harmful, harassing, libellous or violent behaviour;

(c) to promote or engage in discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age;

(d) to promote or engage in illegal activities, unfair or deceptive
practices or violate the applicable law;

(e) to violate the intellectual property rights of third parties in a manner
that has the potential to interfere with the use and enjoyment of the Service or
Site by others, or the deployment, administration or operation of the Service or
Site by Talenox;

(f) to use, or misuse, in any way which may impair the functionality of the
Service or the Site, or other systems used to deliver the Service or Site, or
impair the ability of any other user to use or access the Service or Site;

(g) interact with Talenox, its officers, directors, employees, advisors,
parents, subsidiaries, affiliates, agents, successors or assigns ("Talenox
Officials") or Talenox’s other representatives, or any other user of the Site
or Service in a disrespectful and/or uncivil manner;

(h) to post, store or transmit any Content that:-

1. you do not have a right to post under any law or under contractual or fiduciary relationships, or which would infringe on the intellectual property rights of any other party;
2. contains software viruses, worms, spyware, malware, adware or other harmful or malicious software, programs, routines, applications or technologies or any other computer code, files or programs designed to interrupt, destroy or otherwise limit the functionality of any computer software or hardware or telecommunications equipment;
3. poses or creates a privacy or security risk to any person;
4. constitutes, transmits or stores unsolicited or unauthorised advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; or
5. is otherwise objectionable in Talenox’s sole and absolute judgment;

(i) to solicit, harvest or collect personal information or any information
regarding anyone by whatever any means (electronic or otherwise) for the
purposes of sending unsolicited emails or other unsolicited communications or
any other authorised purpose;

(j) to advertise or offer to sell or buy any goods or services for any
business purpose that is not specifically authorised;

(k) to modify, adapt, hack or tamper with the Service, or otherwise attempt
to gain unauthorised access to the Service, the Site or its related systems or
networks;

(l) to sell, sub-licence, lease, transfer, dispose or otherwise assign your
account or allow any person other than your agent and end users to access or use
your Subscription or account;

(m) to copied, reproduce, distribute, republish, display, post or transmit
any part of the Service or Site in any form or by any means to any third
parties;

(n) attempt to modify, copy, adapt, reproduce, disassemble, decompile or
reverse engineer any part of the Service or Site; or

(o) to access or use the Service or Site to build a similar or competitive
product or service.

2.11. Talenox reserves the right to refuse to transmit or to remove any
information or materials, in whole or in part, that, in its sole and absolute
discretion, Talenox deems unacceptable, undesirable, inappropriate or in
violation of any law or these Terms.

2.12. In addition to Talenox’s rights as set forth below in the termination
section of these Terms, Talenox reserves the right, in its reasonable
discretion, to temporarily suspend your access to and use of the Service or
Site:

(a) during planned downtime for upgrades and maintenance to the Service or
Site (of which Talenox shall use commercially reasonable efforts to notify you
in advance);

(b) during any unavailability caused by circumstances beyond Talenox’s
reasonable control, such as, without limitation, technical failures beyond
Talenox’s reasonable control (such as, without limitation, inability to access
the internet or failure of infrastructure systems), acts of war, acts of terror
or other civil unrest, acts of vandalism, natural disaster or other acts of god,
strikes, unavailability of energy sources, acts of government, pandemics,
epidemics or acts undertaken by third parties, including without limitation,
distributed denial of service attacks collectively, "Force Majeure Events");
or

(c) if Talenox suspects or detects any malicious software connected to your
account or use of the Service or Site by you, or your agents or end users.

3. GRANT OF LIMITED LICENSE

3.1. Any software that may be made available by Talenox in connection with
the Service ("Software") contains proprietary and confidential information
that is protected by the applicable intellectual property and other laws.
Subject to the terms and conditions of this Agreement, Talenox grants to you a
non-exclusive, non-transferable, limited license to use the Software solely for
the purpose of accessing and using the Service and/or Site in accordance with
these Terms during the term of this Agreement.

3.2. The Service is provided on an "as is" and "as available" basis.
You agree not to do any of the following:

(a) copy the source code of the Service, the Software or its content,
translate the Service, the Software or its content,

(b) reverse engineer (or make any attempt to discover the source code of the
Service or Software), disassemble, modify, decompile, alter, duplicate, or make
copies of the Service, the Site, or the Software, harass, threaten, embarrass or
cause distress or discomfort to any Talenox Official or Talenox’s other
representatives, end user, or any other individual or entity,

(c) access the Service by any means other than through the interface that is
provided by Talenox for use in accessing the Service, impersonate any other
person or entity, including without limitation any Talenox Official, or
misrepresent your affiliation with Talenox or any other person or entity, or
send unsolicited bulk emails (spam) with a link to the Service (including button
codes or monitor tags) or the Site, or a link to a website that contains a link
to the Service or Site.

4. INTELLECTUAL PROPERTY RIGHTS AND PRIVACY

4.1. You acknowledge and agree that Talenox is the sole owner of the
Service, Site and Software, including without limitation, all applicable
copyrights, patents, trademarks, trade secrets, database rights, treaties, and
all other intellectual property rights appurtenant thereto. You acknowledge that
no title to the intellectual property in the Service, Site and Software
transfers to you as a result of your Subscription or access and/or use of the
Service. You further acknowledge that title and full ownership rights to the
Service will remain the exclusive property of Talenox and you will not acquire
any rights to the Service except as expressly set forth herein. You are not
permitted to disseminate any information that is made available to you, as a
licensee, by Talenox, including without limitation, login credentials. Any
rights not expressly granted herein are reserved.

4.2. Any data, whether personally identifiable data or otherwise, collected
by Talenox in the course of fulfilling its obligations under this Terms shall be
used by Talenox in accordance with our Privacy Policy, available at
https://www.talenox.com/privacy-policy. The terms of the Privacy Policy are an
integral part of these Terms and is deemed to be incorporated into these Terms,
such that any reference to the "Terms" shall include the terms of the
Privacy Policy as so incorporated.

5. DISCLAIMER OF WARRANTIES

5.1. The Service is provided "as is, as available" without warranty of
any kind, either express or implied. Without limiting the foregoing, and to the
maximum extent possible under applicable law, Talenox specifically disclaims any
and all warranties, representations or endorsements, including, but not limited
to: any warranties concerning the availability, use or access, accuracy,
security, usefulness, interoperability, or content of the Service, Software or
Site; and any warranties of non-infringement, title, merchantability or fitness
for a particular purpose. This disclaimer applies to any damages or injury
caused by the Service, Software or Site, including without limitation as a
result of any failure of performance, error, omission, interruption, deletion,
defect, delay or error in operation or transmission, computer virus,
communication line failure, theft or destruction or unauthorised access to,
alteration of, or use of record.

5.2. It is your sole responsibility to isolate the Service and execute anti-
contamination services and otherwise take steps to ensure that services or other
information obtained from the Service, Software or Site, if contaminated or
infected, will not damage your information or system. Talenox makes no warranty
regarding any transactions entered into through, or your use or access to, the
Service, Software or Site. No advice or information, whether oral or written,
obtained by you from Talenox, shall create any warranty not expressly made
herein. Talenox assumes no responsibility for the deletion or failure to store,
deliver or timely deliver any information and you use or access the Service,
Software and Site at your own risk.

6. LIMITATION OF LIABILITY

6.1. In no event shall Talenox, Talenox Officials or Talenox’s other
representatives, be liable to you or any person: for any indirect, special,
punitive, incidental or consequential damages (including, without limitation,
damages for loss of business profits, business interruption, loss of programs or
information and the like), in any way arising out of the delivery, performance,
or use of the Service, Software and/or Site, even if Talenox shall have been
advised of the possibility of such damages, and regardless of the form of
action, whether in contract, tort, or otherwise; or for any claim attributable
to errors, omissions, or other inaccuracies in, or destructive properties of the
service, or any other software or other content. In jurisdictions that do not
allow the exclusion of implied warranties or the limitation of liability for
consequential or incidental damages, Talenox's liability shall be limited to the
fullest extent permitted by the applicable law.

6.2. Notwithstanding any other provision to the contrary, to the fullest
extent permitted under applicable laws, you agree that in no event will
Talenox's total liability exceed the total of the fees, if any, paid by you for
your Subscription during the 12-month period immediately preceding the alleged
claim or alleged cause of action.

7. EXPORT RESTRICTIONS

7.1. You agree that you will not share the Service or Software to any
country, person, entity, or end user in violation of the Republic of Singapore's
export restrictions.

8. INDEMNIFICATION

8.1. Talenox will indemnify and hold you harmless, from and against any
claim against you by reason of your use of the Service as permitted hereunder,
brought by a third party alleging that the Service infringes or misappropriates
a third party’s valid patent, copyright, trademark or trade secret (an "IP
Claim"). Talenox shall, at its expense, defend such IP Claim and pay any
damages finally awarded by a court or administrative tribunal against you and/or
Talenox in connection with such IP Claim, including the reasonable legal fees
and expenses incurred by Talenox for such defence, provided that:-

(a) you promptly, and as soon as reasonably possible, notify Talenox in
writing of the threat or notice of such IP Claim;

(b) Talenox will have the sole and exclusive control and authority to select
the defence attorneys to defend and/or settle any such IP Claim; and

(c) at Talenox’s expense, you fully cooperate with and provide all
reasonable assistance to Talenox in connection therewith.

8.2. If use of or access to the Service or Site by you, your agents or end
users has become, or in Talenox’s sole and absolute opinion is likely to become,
the subject of any such IP Claim, Talenox may at its sole and absolute
discretion and expense:-

(a) allow you the right to continue using the Service or Site as set forth
in these Terms and/or any other terms and conditions which Talenox shall impose;

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

(c) if options (a) or (b) are not commercially and reasonably practicable as
determined by Talenox in its sole and absolute discretion, terminate your
Subscription and repay you, on a pro-rated basis, any prepaid portion of fees
attributable to the remainder of the term of your Subscription that is
unutilised.

8.3. Talenox will have no liability or obligation under this indemnification
section with respect to any IP Claim if such claim is caused in whole or in part
by, directly or indirectly:-

(a) compliance with designs, data, instructions or specifications provided
by you;

(b) modification of the Service, Software or Site by anyone other than
Talenox; or

(c) the combination, operation or use of the Service, Software or Site with
any other hardware or software where the Service would not by itself be
infringing.

8.4. The provisions of this indemnification section state the sole,
exclusive and entire liability of Talenox to you (if any), and shall constitute
your sole and only remedy with respect to an IP Claim brought by reason of
access to or use of the Service or the Site by you, your agents or end users.

8.5. By using or accessing the Service or Site, you agree to indemnify and
hold Talenox harmless from and against any claims brought by third parties
against Talenox arising in connection with or related to the use or access of
the Service or Site by you, your agents or end users in breach of any of the
provisions, terms or conditions set forth in this Agreement, provided that
Talenox promptly notifies you of the threat or notice of such a claim.

9. RENEWAL/CANCELLATION

9.1. Either Talenox or you may terminate this Agreement (including without
limitation, your Subscription Plan) as of the end of your then-current
Subscription Period upon written notice to the other, on or prior to the date
thirty (30) days preceding the end of such Subscription Period.

9.2. Unless your Subscription Plan is so terminated in accordance with
clause 9.1 above, your Subscription Plan will automatically renew for a further
Subscription Period equivalent in length to the then-expiring Subscription
Period. Unless otherwise agreed to in writing, the fees applicable to your
Subscription Plan for any such subsequent Subscription Period shall be Talenox’s
standard fees then existing for the subscription plan to which you have
subscribed as at the time such subsequent Subscription Period commences.

9.3. No refunds or credits for fees or payments will be provided to you if
you elect to terminate your Subscription Plan prior to the end of your
then-effective Subscription Period. Following the termination or cancellation of
your Subscription Plan, and subject to our Privacy Policy, Talenox reserves the
right to delete all your Content in the normal course of our operations. You
understand and agree that your Content cannot be recovered once your
Subscription is cancelled.

9.4. If you terminate your Subscription Plan prior to the end of your
then-effective Subscription Period, or Talenox effects such termination or
cancellation under these Terms, then in addition to other amounts you may owe
Talenox, you must immediately pay any then unpaid Subscription charges
associated with the remainder of such Subscription Term. Such amounts and
charges will not be payable by you in the event you terminate your Subscription
to the Service or cancel your account as a result of a material breach of these
Terms by Talenox, provided that you provide advance written notice of such
breach to Talenox and afford Talenox not less than thirty (30) days to
reasonably cure such breach.

9.5. Talenox may, in its sole and absolute discretion, terminate,
discontinue or modify the Service or Site or your use of the Service or Site (or
any part thereof), permanently or temporarily, if Talenox believes that you,
your agents or end users have violated any these Terms. Talenox will endeavour
to give you advance notice or the suspension or termination of such access or
use. However, there may be time sensitive situations where we may decide that we
may need to take action without notice. Talenox shall not be liable to you, your
agents, your end users or any other third party for any such modification,
suspension or discontinuation of your rights to access and use the Service or
Site. Any suspected fraudulent, abusive, or illegal activity by you, your agents
or end users may be referred to the relevant law enforcement authorities at
Talenox’s sole and absolute discretion. We reserve the right to pursue legal
action if we deem necessary.

9.6. Upon the termination of your Subscription Plan for any reason
whatsoever, you will immediately cease all use of the Service and any
documentation provided to you and return or destroy all copies thereof (whether
in physical, electronic or other medium). Your right and license to use the
Service shall immediately cease upon termination. You shall thereafter have no
right, and Talenox shall have no obligation, to forward your Content or any
messages or information to you, your end users or any other third party. Except
as otherwise expressly provided herein, all accrued rights to payment and all
sections of these Terms which by their nature should survive termination will
duly survive termination, including, without limitation, restrictions on the use
of the Service and Site, payments obligations for any amounts owed, indemnities,
warranty disclaimers, and limitations of liability. Termination is not an
exclusive remedy and we reserve the right to apply for all other available
remedies in contract, law or equity.

10. SUBSCRIPTION FEES AND SUBSCRIPTION PERIOD

10.1 To the extent the Service or any portion thereof is made available for
any fee, you will be required to select a Subscription payment plan which is
described fully on our pricing page and provide Talenox information regarding
your credit card or other payment instrument. You represent and warrant to
Talenox that such information is true, accurate and recent, and that you are
authorised to use the payment instrument. You will promptly update your account
information with any changes (for example, a change in your billing address or
credit card expiration date) that may occur. You agree to pay Talenox the amount
that is specified in your selected Subscription payment plan in accordance with
the terms of such Subscription Plan and/or Talenox Subscription Form. You hereby
authorise Talenox to bill your payment instrument in advance on a periodic basis
in accordance with the terms of the applicable Subscription Plan until you
terminate your Subscription Plan, and you further agree to pay any charges so
incurred. If you dispute any charges you must let Talenox know within sixty (60)
days after the date that Talenox bills your payment instrument. Unless otherwise
stated, our charges do not include any taxes, levies, duties or similar
governmental assessments (collectively "Taxes"). You shall be responsible
for all Taxes associated with your Subscription Plan.

11. FORCE MAJEURE

11.1 Talenox shall not be liable to you, your agents, end-users or any other
person for any delay or failure in the performance of this Agreement, provision
of the Service and/or access to the Site, or for any loss or damage of any
nature whatsoever suffered by you or such persons due a Force Majeure Event, as
defined above.

12. EXPORT AND JURISDICTIONAL ISSUES

12.1 Each party to this Agreement (a "Party", and collectively, the
"Parties") shall comply with the export laws and regulations of the Republic
of Singapore and other applicable jurisdictions in providing and using the
service. Without limiting the generality of the foregoing, you shall not make
the Service available to any person or entity that:

(a) is located in a country that is subject to a Singapore government
embargo or sanction; or

(b) is listed on any Singapore government list of prohibited or restricted
parties.

12.2 We make no representation that Content made available on this Site or
through the Service or Software is appropriate or available for use outside
Singapore. Those who choose to access and use the Service or Software from
outside Singapore do so on their own initiative and at their own risk and are
responsible for compliance with applicable local laws. By using our Services or
Site, you have consented to having your Personal Data (as defined in our Privacy
Policy) transferred to and processed in Singapore, subject to the restrictions
on such data as provided in our Privacy Policy as may be updated from time to
time.

13. OTHER SERVICES

13.1 You may be able to integrate, enable, access or use third party
products, applications, services, software, products, networks, systems,
directories, websites, databases and information which the Service links to, or
which you may connect to, integrate, or enable in conjunction with the Service,
including, without limitation, products or services provided by affiliates of
Talenox (collectively, "Other Services"). If you decide to integrate,
enable, access or use Other Services, you understand and agree that your access
and use of such Other Services is governed solely by the terms and conditions of
such Other Services, and Talenox does not endorse, is not responsible or liable
for, and makes no representations as to any aspect of such Other Services,
including, without limitation, their content or the manner in which they handle
data (including your Content) or any interaction between you and the provider of
such Other Services. You irrevocably waive any claim against Talenox with
respect to such Other Services. Talenox is not liable for any damage or loss
caused or alleged to be caused by or in connection with your integration,
enablement, access or use of any such Other Services, or your reliance on the
privacy practices, data security processes or other policies of such Other
Services. You may be required to register for or log into such Other Services on
their respective websites. By integrating, enabling any Other Services, you are
expressly permitting Talenox to disclose your account credentials as well as
your content as necessary to facilitate the integration or enablement and use of
such Other Service.

14. MISCELLANEOUS

14.1 These Terms (including the Additional Terms and Amended Terms, if any),
the Privacy Policy, Subscription Plan, any Talenox Subscription Form, as
applicable (the "Agreement") constitute the entire agreement, and supersede
any and all prior agreements, negotiations, communications or understandings
between you and Talenox with regard to the subject matter hereof. This Agreement
shall apply in lieu of the terms or conditions in any purchase order or other
order documentation you or any entity which you represent provide (all such
terms or conditions shall be null and void), and, except as expressly stated
herein, there are no other agreements, representations, warranties, or
commitments which may be relied upon by either Party with respect to the subject
matter hereof.

14.2 Notwithstanding the foregoing, additional terms may apply to certain
features of the Service (the "Additional Terms"). The Additional Terms will
be considered incorporated into these Terms when you activate the relevant
feature. In theMISCELLANEOUS event of any conflict between these Terms and the
Additional Terms, the Additional Terms will prevail.

14.3 Talenox may amend these Terms from time to time ("Amended Terms"),
in which case the Amended Terms will supersede any prior versions. Talenox may
but is under no obligation to notify you via the Site or your account prior to
the effective date of the Amended Terms. Your continued use of the Service
and/or access to the Site following the effective date of the Amended Terms may
be relied upon by Talenox as your consent to the Amended Terms. Your failure to
accept such revisions, updates or modifications may entitle Talenox to terminate
the Service, your Subscription or your access to the Site, in accordance with
clause 9.1. It is your responsibility to periodically check the Site for any
amendments to these Terms.

14.4 If any part of this Agreement is held by a court of any jurisdiction to
be illegal, invalid or unenforceable, that portion shall be construed in a
manner consistent with the applicable law to reflect, as nearly as possible, the
original intentions of the Parties, and the remaining portions shall remain in
full force and effect.

14.5 You may not assign, transfer, sublicense or pledge this Agreement
without the prior written consent of Talenox. Talenox may transfer, assign,
sublicense or pledge, in any manner whatsoever, any of its rights and
obligations under this Agreement to a subsidiary, affiliate, or successor
thereof, or to any third party whatsoever, without notifying you or receiving
your prior consent.

14.6 Nothing in this Agreement shall constitute a partnership or establish a
relationship of principal and agent or any other relationship of a similar
nature between or among the Parties.

14.7 A person or entity who is not a party to this Agreement has no right
under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term
of this Agreement.

14.8 Any waiver (express or implied) by Talenox of any breach of this
Agreement shall not constitute a waiver of any other or subsequent breach. No
provision of this Agreement may be waived except by a written instrument
expressly waiving such provision and signed by a duly authorised officer of
Talenox.

14.9 By entering into this Agreement, you acknowledge that you are
transacting business with Talenox in the Republic of Singapore. This Agreement
and any disputes arising thereof, including without limitation, any questions
regarding its existence, validity or termination of the same, or in relation to
your access or use of the Service of the Site shall therefore be governed in all
respects by the laws of the Republic of Singapore, without regard to the
principles of conflicts of law and, unless otherwise elected by Talenox in a
particular instance, the Parties hereby submit to the exclusive jurisdiction of
the Singapore Courts. In the event of any of the abovementioned dispute(s), the
Parties shall at first instance take reasonable efforts to settle and resolve
such disputes in good faith and in an amicable manner by negotiation. You agree
that regardless of any statute or law to the contrary, any claim or cause of
action arising out of or related to use of the service or these terms must be
filed within one (1) year after such claim or cause of action arose or be
forever barred.

If you have any thoughts or questions about this Terms of Service, please
contact our Support Team at support@talenox.com.