Terms of Use

1. Application of Terms

1.1 These Terms apply to youruse of the Twala Platform (as that term is defined below). By registering foran account, clicking “I Agree,” or otherwise accessing or using the TwalaPlatform:

(a) you agree to these Terms; and

(b) where your access and use is on behalf of anotherperson (e.g. a company or organization), you confirm that you are authorizedto, and do in fact, agree to these Terms on that person’s behalf, and thatperson is bound by these Terms.

1.2 If you do not agree to theseTerms, you are not authorized to access or use the Twala Platform, and you mustimmediately stop doing so.

1.3 Order of precedence. If youand we have signed a separate Master Service Agreement (“MSA”), together withany Order Form, Statement of Work, or Data Processing Addendum issued under it,that MSA governs your use of the Twala Platform, and these Terms apply only tothe extent they fill a gap not addressed in the MSA. In the event of a directconflict between these Terms and a signed MSA (or its Order Form), the MSAcontrols. These Terms apply on their own, without a signed MSA, to self-serve,trial, and SME customers.

2. Changes

2.1 We may change these Terms atany time by notifying you by email or by posting a notice on the Website.Unless stated otherwise, a change takes effect from the date set out in thenotice. You are responsible for staying familiar with the current Terms. Bycontinuing to access or use the Twala Platform after the effective date of achange, you agree to be bound by the changed Terms.

2.2 These Terms were lastupdated on July 20, 2026.

3. Interpretation

In these Terms:

Twala Platform means thecloud-based software-as-a-service platform owned and operated by us, madeavailable at twala.io, through our companion mobile applications for iOS andAndroid, and through related applications and APIs, which includes thefollowing integrated services: (a) TwalaSign, our electronic signature service;(b) Twala Notary, our electronic notarization service; and (c) Document AI, ourAI-powered document intelligence and document management service, together withany updates, enhancements, and related documentation. References in these Termsto “the Twala Platform” include each of these component services and accesschannels unless the context requires otherwise.

Twala Software means thesoftware (including source code, object code, and documentation) owned by us orour licensors that is used to provide the Twala Platform.

Confidential Information meansany information that is not public knowledge and that is obtained from theother party in the course of, or in connection with, the provision and use ofthe Twala Platform. Our Confidential Information includes Intellectual Propertyowned by us (or our licensors), including the Twala Software. Your ConfidentialInformation includes the Customer Data.

Customer Data means alldata, content, and information (including Personal Information and anydocuments submitted for signature, notarization, or analysis) owned, held,used, or created by you or on your behalf that is stored using, or inputtedinto, the Twala Platform.

Fees means the applicablesubscription and usage fees set out on our pricing page at twala.io, in anorder form, or as otherwise agreed in writing between you and us, as may beupdated from time to time in accordance with clause 7.

Force Majeure means anevent beyond the reasonable control of a party, excluding: (a) an event thatcould have been avoided by that party taking reasonable steps or reasonablecare; or (b) a lack of funds for any reason. “Including” and similar words donot imply any limit.

Intellectual Property Rights meanscopyright and all rights existing anywhere in the world conferred understatute, common law, or equity relating to inventions (including patents),registered and unregistered trademarks and designs, circuit layouts, data anddatabases, confidential information, know-how, and all other rights resultingfrom intellectual activity. “Intellectual Property” has a corresponding meaningand includes any enhancement, modification, or derivative work of theIntellectual Property.

MSA means a MasterService Agreement between you and us, as described in clause 1.3.

Order Form means anordering document or online order referencing these Terms (or an MSA) thatspecifies the Subscription Plan, Fees, and other commercial terms for your useof the Twala Platform.

Documentation means ouruser guides, help center articles, and API documentation for the TwalaPlatform, as updated from time to time.

Objectionable meanscontent that is defamatory, obscene, harassing, threatening, harmful,infringing, or unlawful in any way.

Party means includes thatparty’s permitted assigns.

Authorized User meansyour personnel who are authorized to access and use the Twala Platform on yourbehalf in accordance with clause 5.3.

Person means anindividual, a body corporate, an association of persons (whether incorporatedor not), a trust, a government department or agency, or any other entity.

Personal Information meansinformation about an identifiable individual, as that term is used in the DataPrivacy Act of 2012 (Republic Act No. 10173) and its implementing rules andregulations.

Personnel means officers,employees, contractors, and agents, but a reference to your personnel does notinclude us.

Start Date means the dateyou register for an account or first access or use the Twala Platform,whichever is earlier.

Subscription Plan meansthe specific plan, tier, or arrangement (whether a standard self-serve plan, afree or trial plan, or a custom or enterprise plan under an MSA) that governsyour access to, and use of, the Twala Platform, as set out in an Order Form, anonline plan selection, or applicable service-specific terms.

Terms means these TwalaPlatform Terms of Use.

Underlying Systems meansthe Twala Software and the IT solutions, systems, and networks (includingsoftware and hardware) used to provide the Twala Platform, including anythird-party solutions, systems, and networks.

We, us, or our meansTwala, operated by Ohelio Inc., with a registered office at 12th Floor, TheTrade and Financial Tower, 32nd Street corner 7th Avenue, Bonifacio GlobalCity, Taguig City, Philippines 1634.

Website means theinternet site at https://twala.io, or such other site notified to you by us.

Year means a 12-monthperiod starting on the Start Date or an anniversary of that date.

You or your means you or,if clause 1.1(b) applies, both you and the other person on whose behalf you areacting.

Words in the singular includethe plural and vice versa.

4. Provision of the Twala Platform

4.1 We must use reasonableefforts to provide the Twala Platform:

(a) in accordance with these Terms and Philippine law;

(b) exercising reasonable care, skill, and diligence; and

(c) using suitably skilled, experienced, and qualifiedpersonnel.

4.2 Our provision of the TwalaPlatform to you is non-exclusive. Nothing in these Terms prevents us fromproviding the Twala Platform, or any of its component services, to any otherperson.

4.3 We must use reasonableefforts to ensure the Twala Platform is available on a 24/7 basis. However, theTwala Platform may occasionally be unavailable to permit maintenance or otherdevelopment activity, or due to Force Majeure. We will use reasonable effortsto publish on the Website or notify you by email of any planned unavailabilityin advance.

4.4 The Twala Platforminteroperates with a range of third-party services (including identityverification, digital certificate, cloud infrastructure, and payment providers)through APIs and web services. We do not warrant the availability of thosethird-party features. If a third-party provider ceases to provide, or ceases tomake available on reasonable terms, a feature that the Twala Platform relieson, we may cease to make that feature available to you. If we do so, you arenot entitled to any refund, discount, or other compensation on that accountalone. Clause 4.3 does not apply to, and we are not liable for, anyunavailability, downtime, or degradation of the Twala Platform caused by anoutage or failure of a third-party service the Twala Platform relies on,whether or not that outage or failure also amounts to Force Majeure; we willuse reasonable efforts to restore the affected functionality once theunderlying third-party service is restored.

4.5 Beta Releases and FreeAccess Subscriptions. We may make a component of the Twala Platform availableto you for free or on a trial basis (“Free Access Subscription”), or as an“alpha,” “beta,” or other early-stage feature (“Beta Release”). Use of a FreeAccess Subscription or Beta Release is optional. This clause 4.5 applies to anyFree Access Subscription or Beta Release (even if provided for a fee or countedtoward your Subscription Plan) and supersedes any contrary provision in theseTerms. We may use good-faith efforts, in our discretion, to assist you with aFree Access Subscription or Beta Release. Without limiting the otherdisclaimers in these Terms, YOU AGREE THAT ANY FREE ACCESS SUBSCRIPTION OR BETARELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANYWARRANTY, SUPPORT, MAINTENANCE, STORAGE, SERVICE LEVEL, OR INDEMNITY OBLIGATIONOF ANY KIND, AND MAY BE INCOMPLETE, NON-FUNCTIONAL, OR CONTAIN BUGS OR ERRORSFOR WHICH WE ARE NOT RESPONSIBLE. USE OF A BETA RELEASE IS AT YOUR SOLE RISK.We make no promise that a Beta Release will become generally available, or willbe released on the same commercial terms. We may terminate your right to use aFree Access Subscription or Beta Release at any time, in our sole discretion,without liability.

4.6 Service-specific terms.Because TwalaSign, Twala Notary, and Document AI perform different functions,the following additional terms apply to each:

(a) TwalaSign. TwalaSign enables you and yourcounterparties to execute documents electronically. Electronic signaturescreated using TwalaSign are intended to satisfy the requirements for valid andenforceable electronic signatures under the Electronic Commerce Act of 2000(Republic Act No. 8792) and the Rules on Electronic Evidence. You are solelyresponsible for determining whether a particular document, agreement, ortransaction is legally capable of being executed by electronic signature, andfor any consumer-facing disclosures required by applicable law.

(b) Twala Notary. Twala Notary provides the technologyplatform used to facilitate remote or electronic notarization in accordancewith A.M. No. 24-10-14-SC and related issuances of the Supreme Court of thePhilippines. The notarial act itself is performed, and remains the soleresponsibility, of the commissioned notary public using the platform. We arenot a notary public, do not perform notarial acts, and are not responsible fora notary’s compliance with their professional or statutory obligations.

(c) Document AI. Document AI uses artificial intelligenceand machine learning to summarize, extract, analyze, and generate insights fromCustomer Data (“AI Outputs”). AI Outputs are generated automatically and may beincomplete, inaccurate, or unsuitable for your particular purpose. AI Outputsdo not constitute legal advice, and are not a substitute for independent reviewby a qualified professional. You are solely responsible for reviewing andverifying any AI Output before relying on it. Document AI runs within cloudinfrastructure that we provision and control under our own cloud accounts; wedo not transmit or disclose your Customer Data to any third-party artificialintelligence company or model provider outside that controlled environment.

4.7 Security. We maintaininformation security practices aligned with the ISO/IEC 27001:2022 standard. Weare pursuing formal ISO/IEC 27001 certification, and unless and until we notifyyou that certification has been obtained, we do not represent that the TwalaPlatform is ISO/IEC 27001 certified.

5. Your Obligations

5.1 Subject to any limitationsset out in your Subscription Plan, we grant you a limited, non-exclusive,non-transferable license to access and use the Twala Platform for your owninternal business purposes during the term of your Subscription Plan. You andyour Authorized Users must use the Twala Platform only:

(a) for your own internal business purposes; and

(b) lawfully.

5.2 You must not, and must notallow any third party to:

(a) rent, lease, sell, transfer, resell, sublicense, orotherwise provide access to the Twala Platform to a third party, except toAuthorized Users or as expressly permitted under your Subscription Plan;

(b) incorporate the Twala Platform into, or use it toprovide, any other product or service, other than on applications you own andoperate as expressly permitted herein;

(c) publicly disseminate information regarding theperformance of the Twala Platform, which we treat as our ConfidentialInformation;

(d) modify or create a derivative work of the TwalaPlatform or any part of it;

(e) reverse engineer, disassemble, decompile, or otherwiseattempt to derive the source code, underlying ideas, algorithms, file formats,or non-public APIs of the Twala Platform, except to the extent expresslypermitted by applicable law and only after advance notice to us;

(f) circumvent any security measure, rate limit, or usagetracking of the Twala Platform, or configure it to avoid incurring Fees;

(g) access the Twala Platform to build a competitiveproduct or service, or to copy its features or user interface;

(h) use the Twala Platform for benchmarking or comparativeanalysis intended for publication, without our prior written consent; or

(i) remove or obscure any proprietary notice contained inthe Twala Platform, including in any report or output obtained from it.

5.3 No individual other than anAuthorized User may access or use the Twala Platform on your behalf. You mayauthorize members of your personnel as Authorized Users, and must provide uswith each Authorized User’s name and any other information we reasonablyrequire. You must procure each Authorized User’s compliance with this clause 5and any other reasonable condition we notify to you.

5.4 When accessing the TwalaPlatform, you and your Authorized Users must not:

(a) impersonate another person or misrepresent yourauthorization to act on behalf of others or us;

(b) misrepresent the identity of the sender of anyelectronic transmission or signature request;

(c) attempt to undermine the security or integrity of theUnderlying Systems;

(d) use the Twala Platform in a way that impairs itsfunctionality or another user’s ability to use it;

(e) attempt to view, access, or copy any Customer Dataother than Customer Data you are authorized to access; or

(f) transmit, input, or store Customer Data that breaches athird-party right (including Intellectual Property Rights or privacy rights),or that is Objectionable, incorrect, or misleading.

5.5 A breach of these Terms byyour Personnel (including an Authorized User) is deemed to be a breach by you.

5.6 You are responsible forobtaining all licenses, authorizations, and consents required for you and yourPersonnel to use the Twala Platform, including to input, store, process, sign,notarize, and distribute Customer Data through it.

5.7 You must:

(a) maintain a legally adequate privacy policy coveringyour use of the Twala Platform and provide all disclosures required byapplicable law;

(b) obtain all necessary rights, consents, and releases toallow Customer Data (including Personal Information) to be collected, used, anddisclosed as contemplated by these Terms, and to grant us the rights andlicenses set out in these Terms;

(c) use the Twala Platform in compliance with ourthen-current Acceptable Use Policy; and

(d) not take any action that would subject us, the TwalaPlatform, or our APIs to any third-party terms (including open-source licenseterms) without our prior written consent.

5.8 Electronic signature andnotarization responsibilities. You acknowledge and agree that:

(a) as between us and you, you have exclusive control over,and responsibility for, the content of your Customer Data, including anydocument signed, notarized, or processed using the Twala Platform;

(b) certain documents, agreements, or transactions may beexcluded from general electronic signature or e-notarization laws, or may besubject to specific formal requirements (for example, documents required by lawto be executed in a particular form);

(c) you are solely responsible for determining whether adocument is appropriate for electronic signature or electronic notarization,and we are not responsible for that determination or your use of the TwalaPlatform for that purpose; and

(d) if you use an API or other feature of the TwalaPlatform to perform your own signer or participant authentication, you aresolely responsible and liable for that authentication.

6. Customer Data

6.1 You acknowledge that:

(a) we may require access to Customer Data to exercise ourrights and perform our obligations under these Terms; and

(b) to the extent necessary, and subject to clause 9, wemay authorize members of our Personnel to access Customer Data for thatpurpose.

6.2 You must obtain all consentsand approvals necessary for us to access Customer Data as described in clause6.1.

6.3 You acknowledge and agreethat:

(a) we may use Customer Data, and information about yourand your end users’ use of the Twala Platform, to generate anonymized andaggregated statistical and analytical data (“Analytical Data”), and may useAnalytical Data for our internal research, product development, and statisticalanalysis purposes;

(b) our rights under this clause 6.3 survive termination orexpiry of these Terms; and

(c) title to, and all Intellectual Property Rights in,Analytical Data are and remain our property.

6.4 To the extent Customer Datacontains Personal Information, we act as your personal information processorfor purposes of the Data Privacy Act of 2012 (Republic Act No. 10173), itsimplementing rules and regulations, and any other applicable privacy law, incollecting, holding, and processing that Personal Information through the TwalaPlatform. You must obtain all consents from the relevant individuals necessaryfor us to collect, use, hold, and process their Personal Information inaccordance with these Terms. Privacy inquiries may be directed to our DataProtection Officer at dpo@twala.io.

6.5 We will takeindustry-standard measures to back up Customer Data stored using the TwalaPlatform; nonetheless, you agree to keep a separate backup copy of all CustomerData you upload to the Twala Platform.

6.6 We may store Customer Data(including Personal Information) on secure servers located in the Asia-Pacificregion, and may access that Customer Data from the Philippines and otherlocations from time to time, in each case subject to appropriate safeguardsconsistent with the Data Privacy Act of 2012.

6.7 You represent and warrantthat your Customer Data, and the collection, use, and disclosure of yourCustomer Data through the Twala Platform, will not violate any third-partyright, including Intellectual Property Rights and privacy rights, and that yourcollection and use of any Personal Information complies with all applicabledata protection laws. If you receive a takedown request or infringement noticerelating to your Customer Data, you must promptly (a) stop using the relevantitem with the Twala Platform, and (b) notify us. If we receive such a requestor notice relating to your Customer Data, we may respond in accordance with ourpolicies, and will notify and consult with you on next steps.

6.8 You indemnify us against anyliability, claim, proceeding, cost, expense (including reasonable legal fees),and loss arising from any actual or alleged third-party claim that yourCustomer Data infringes that third party’s rights (including IntellectualProperty Rights or privacy rights), or that your Customer Data isObjectionable, incorrect, or misleading.

6.9 Security incidentnotification. If we become aware of a personal data breach (as defined underthe Data Privacy Act of 2012 and its implementing rules and regulations)affecting your Customer Data, we will notify you without undue delay after webecome aware of, and reasonably confirm, the breach, and will provide theinformation reasonably available to us to allow you to meet your ownnotification obligations to the National Privacy Commission and affected datasubjects within the timeframes required by law.

7. Fees

7.1 You must pay us the Fees.

7.2 Payment timing.

(a) Regular Subscription Plans. If you are on a standard,self-serve Subscription Plan (i.e. you have not signed an MSA), Fees are due,and your payment method will be charged, upon activation of the applicableSubscription Plan — that is, at the time you subscribe and at the start of eachrenewal term — and access to the corresponding features of the Twala Platformis conditional on that payment being received.

(b) Custom and Enterprise Plans. If you are on a custom orenterprise Subscription Plan under a signed MSA, payment timing, invoicingcycle, and due dates are as set out in that MSA and its Order Form, and clause7.2(a) and clause 7.7 (below) do not apply to you; the MSA governs instead,consistent with clause 1.3.

7.3 Subscription Plan. Thepricing, features, and options available under the Twala Platform depend onyour Subscription Plan, including any usage or overage fees. We do notguarantee that a particular Subscription Plan will remain availableindefinitely. We may change the pricing, features, or options included in aSubscription Plan, provided that the change will not take effect until yournext renewal term.

7.4 Recurring charges andupgrades. By signing up for a paid, regular Subscription Plan, you authorize usto charge your payment method on a recurring basis (e.g. monthly, quarterly, oryearly, depending on your Subscription Plan) without a separate invoice, forthe applicable subscription charges, usage or overage charges, and applicabletaxes. This authorization remains effective until the end of your SubscriptionPlan’s then-current term (and any renewal term), or until you cancel yoursubscription. This clause 7.4 does not apply to custom or enterpriseSubscription Plans, which are invoiced as set out in the applicable MSA andOrder Form.

7.5 We will provide valid taxinvoices on a monthly basis, or as otherwise agreed, prior to the payment duedate.

7.6 Fees exclude tax. You mustpay all applicable taxes on taxable supplies.

7.7 For regular SubscriptionPlans, the base subscription charge is collected automatically as described inclauses 7.2(a) and 7.4. If we separately invoice you for any other Fees notcollected that way (for example, usage or overage charges not covered by yourpayment method on file), you must pay that invoice within fifteen (15) days ofits date, electronically in cleared funds, without set-off or deduction. Forcustom or enterprise Subscription Plans under an MSA, all payment timing is asset out in clause 7.2(b).

7.8 Late fees and collectioncosts. We may charge interest on overdue amounts at the lesser of 2% per monthor the maximum rate allowed by law. You must reimburse us for reasonable costsincurred in collecting amounts that remain unpaid after the due date. Amountsdue to us may not be withheld or offset by you for any reason.

7.9 We may increase the Fees bygiving at least thirty (30) days’ notice. If you do not wish to pay theincreased Fees, you may terminate these Terms and your right to use the TwalaPlatform on at least ten (10) days’ notice, provided we receive that noticebefore the effective date of the increase. If you do not terminate inaccordance with this clause, you are deemed to have accepted the increased Feesfrom their effective date. This clause 7.9 does not apply to custom orenterprise Subscription Plans, for which Fee changes are governed by theapplicable MSA.

7.10 If you exceed yourSubscription Plan’s usage limits, you will be automatically upgraded to thenext applicable Subscription Plan, and you agree to pay the corresponding Fees.Upgrade fees are non-refundable, even if you did not use your full usage allotmentunder the prior Subscription Plan.

7.11 Taxes. Fees are exclusiveof all taxes. You must pay any applicable sales, use, value-added, excise,withholding, or similar tax or levy, other than taxes based on our net income.If you are required by law to withhold any amount, you must gross up thepayment so that we receive the full amount we would have received had nowithholding applied.

7.12 Auto-renewal and trials. Ifyour account is set to auto-renew, or is in a trial period and you haveprovided a payment method, we may charge you automatically at the end of thetrial or upon renewal, unless you notify us that you wish to cancel before therenewal date.

7.13 No refunds. Subscription,usage, overage, and upgrade fees are non-refundable and non-creditable, exceptas required by law. Cancellation takes effect at the end of your then-currentsubscription term (for example, a monthly plan is cancelled effective thefollowing month, and a yearly plan effective the following year). Oncecancellation takes effect, your account will be downgraded to a free orinactive tier and will lose the corresponding features. If you do not pay ontime, we may suspend your account or remove features, in accordance with clause12.10.

8. Intellectual Property

8.1 Subject to clause 8.2, titleto, and all Intellectual Property Rights in, the Twala Platform, the Website,and the Underlying Systems are and remain our property (and our licensors’property). You must not contest or dispute that ownership or the validity ofthose Intellectual Property Rights.

8.2 Title to, and allIntellectual Property Rights in, your Customer Data (as between the parties)remain your property. You grant us a worldwide, non-exclusive, fully paid-up,transferable, irrevocable license to use, store, copy, modify, make available,and communicate your Customer Data for any purpose in connection withexercising our rights and performing our obligations under these Terms,including to generate AI Outputs.

8.3 If you provide us withfeedback, ideas, or suggestions relating to the Twala Platform (“Feedback”):

(a) all Intellectual Property Rights in the Feedback, andanything created as a result of it, are owned solely by us; and

(b) we may use or disclose the Feedback for any purpose.

8.4 AI Outputs. As between youand us, and subject to clause 8.2, you own the AI Outputs generated for youthrough Document AI from your own Customer Data. This does not limit ourownership of the Twala Software, models, or Analytical Data used to generatethose AI Outputs.

8.5 The Twala Platform may linkto or interoperate with third-party websites or services. A link does not implythat we endorse or are responsible for that third party’s content oroperations, and to the maximum extent permitted by law, we exclude all liabilityfor them.

9. Confidentiality

9.1 Each party must, unless ithas the other party’s prior written consent:

(a) keep the other party’s Confidential Informationconfidential at all times;

(b) implement and maintain adequate security measures tosafeguard the other party’s Confidential Information from unauthorized accessor use; and

(c) disclose the other party’s Confidential Informationonly to Personnel or professional advisors who need to know it, and ensure theyare aware of, and comply with, clauses 9.1(a) and 9.1(b).

9.2 The obligations in clause9.1 do not apply to disclosure or use of Confidential Information:

(a) to perform a party’s obligations, or exercise a party’srights, under these Terms;

(b) required by law, regulation, or a competent court orregulator;

(c) that is publicly available through no fault of therecipient or its Personnel;

(d) rightfully received from a third party without breachof any confidentiality obligation; or

(e) by us, in connection with a bona fide sale of ourbusiness (in whole or in part), provided the acquirer agrees to confidentialityobligations no less restrictive than this clause 9.

10. Warranties

10.1 Each party warrants that ithas full power and authority to enter into, and perform its obligations under,these Terms.

10.2 To the maximum extentpermitted by law:

(a) our warranties are limited to those expressly set outin these Terms, and all other conditions, guarantees, or warranties implied bystatute or otherwise are excluded, and to the extent they cannot be excluded,our liability for them is limited to the amount you paid us for the TwalaPlatform in the twelve (12) months preceding the claim; and

(b) we do not represent or warrant that the Twala Platformwill (i) meet your particular requirements or be suitable for a particularpurpose, including fulfilling any statutory role or function you may have; or(ii) be secure, uninterrupted, or free of errors or harmful code.

10.3 You represent that you areacquiring the Twala Platform, and accepting these Terms, for trade or businesspurposes, and not as a consumer. To the maximum extent permitted by law,consumer protection legislation that would otherwise apply to a consumertransaction does not apply to the supply of the Twala Platform under theseTerms, and the parties agree it is fair and reasonable for this clause 10.3 toapply.

10.4 Where legislation impliesinto these Terms a condition or warranty that cannot lawfully be excluded, thatcondition or warranty is included, but our liability for its breach is limited,at our option, to re-supplying the Twala Platform or paying the cost of havingit re-supplied.

11. Liability

11.1 Our maximum aggregateliability arising out of or in connection with these Terms or the TwalaPlatform, whether in contract, tort (including negligence), breach of statutoryduty, or otherwise, must not in any Year exceed the total Fees paid by you tous in the twelve (12) months immediately preceding the event giving rise to theclaim. This cap includes, and does not stack with, the cap in clause 10.2(a).

11.2 Neither party is liable tothe other for any: (a) loss of profit, revenue, savings, business, use, orgoodwill; or (b) consequential, indirect, incidental, or special loss ordamage, in each case arising out of or in connection with these Terms or theTwala Platform.

11.3 Clauses 11.1 and 11.2 donot limit either party’s liability for: (a) personal injury or death; (b) fraudor willful misconduct; or (c) a breach of clause 9 (Confidentiality).

11.4 Clause 11.2 does not limityour liability: (a) to pay Fees; (b) under the indemnity in clause 6.8; or (c)for the matters in clauses 11.3(a) to (c).

11.5 Neither party is liable fora failure to perform its obligations to the extent that failure is caused bythe other party’s breach of these Terms, or by the negligence or misconduct ofthe other party or its Personnel.

11.6 Each party must takereasonable steps to mitigate any loss, damage, cost, or expense it may sufferarising out of these Terms or the Twala Platform.

12. Term, Termination, and Suspension

12.1 Unless terminated earlierunder this clause 12, these Terms and your right to access and use the TwalaPlatform start on the Start Date and continue until either party gives at leastthirty (30) days’ notice of termination.

12.2 If your Subscription Planincludes a minimum initial term, the earliest date on which notice under clause12.1 can take effect is the expiry of that initial term.

12.3 Either party mayimmediately terminate these Terms by notice if the other party:

(a) breaches a material provision of these Terms and thebreach is not remedied within ten (10) days of a notice requiring remedy, or isnot capable of remedy; or

(b) becomes insolvent, is placed into liquidation oradministration, has a receiver or similar officer appointed, or ceases to carryon business.

12.4 You may terminate inaccordance with clause 7.9 (fee increases).

12.5 Termination does not affecteither party’s rights or obligations that accrued before termination.

12.6 On termination, you mustpay all Fees accrued up to the date of termination.

12.7 No compensation is payableby us as a result of termination for any reason, and you are not entitled to arefund of Fees already paid.

12.8 Except to the extent aparty has an ongoing right to use the other party’s Confidential Information,each party must, at the other party’s request following termination (andsubject to clause 12.9), promptly return or destroy the other party’s ConfidentialInformation in its possession or control.

12.9 At any time up to one monthafter termination, you may request:

(a) a copy of your Customer Data in a common electronicformat, provided you pay our reasonable costs of providing it; we do notwarrant that format will be compatible with any particular software; and/or

(b) deletion of your Customer Data, in which case we willuse reasonable efforts to promptly delete it.

We are not required to complywith clause 12.9(a) if you have previously requested deletion of the relevantCustomer Data.

12.10 Without limiting any otherright or remedy, we may restrict or suspend your access to the Twala Platform,and/or remove relevant Customer Data, if we reasonably consider that you oryour Personnel have:

(a) undermined, or attempted to undermine, the security orintegrity of the Twala Platform or Underlying Systems;

(b) used the Twala Platform for an improper purpose, or ina manner that materially reduces its operational performance for other users;

(c) transmitted, inputted, or stored Customer Data thatbreaches, or may breach, these Terms or a third-party right, or that is or maybe Objectionable, incorrect, or misleading;

(d) an overdue account, or have exceeded your SubscriptionPlan’s usage limits; or

(e) otherwise materially breached these Terms.

We are not liable for taking anyaction permitted under this clause 12.10. You remain responsible for Feesaccrued during any suspension. Unless these Terms have been terminated, we willcooperate with you to restore access promptly once we verify that the conditiongiving rise to the suspension has been resolved.

13. General

13.1 Neither party is liable fora failure to perform its obligations to the extent caused by Force Majeure.

13.2 No person other than youand us has any right to a benefit under, or to enforce, these Terms.

13.3 A waiver of a right underthese Terms is only effective if it is in writing and signed by the waivingparty.

13.4 Subject to clause 6.4, weare your independent contractor. Nothing in these Terms creates a jointventure, agency, trust, partnership, or employment relationship.

13.5 We may contact you by emailor by posting a notice on the Website; you agree this satisfies any legalrequirement for written communication. You may give us notice under these Termsby emailing info@twala.io.

13.6 These Terms, and anydispute relating to these Terms or the Twala Platform, are governed by, andmust be interpreted in accordance with, the laws of the Republic of thePhilippines. Each party submits to the non-exclusive jurisdiction of the courtsof Taguig City, Metro Manila, in relation to any such dispute.

13.7 Clauses which by theirnature are intended to survive termination, including clauses 6.7, 6.8, 6.9, 8,9, 11, 12.5 to 12.9, and 13.6, continue in force after termination.

13.8 If any part of these Termsis or becomes illegal, unenforceable, or invalid, it is deemed modified to theextent required to remedy the defect; if modification is not possible, thatpart is severed, and the rest of these Terms remains binding.

13.9 Subject to clauses 2.1 and7.9, any variation to these Terms must be in writing and signed by bothparties.

13.10 These Terms set outeverything agreed by the parties relating to the Twala Platform and supersedeany prior discussion, representation, or agreement relating to it. Neitherparty has relied on any representation, warranty, or agreement not expresslyset out in these Terms.

13.11 You may not assign,novate, subcontract, or transfer any right or obligation under these Termswithout our prior written consent, not to be unreasonably withheld. You remainliable for your obligations despite any approved assignment, subcontracting, ortransfer. We may assign, novate, or transfer these Terms, without your consent,to an affiliate or in connection with a merger, acquisition, corporatereorganization, or sale of all or substantially all of the assets or businessto which these Terms relate, provided the assignee agrees to be bound by theseTerms.

‍

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Terms of UseCookie PolicyPrivacy Policy
Terms
Last updated on 08 January 2020
Terms of Use

1. Application of Terms

1.1 These Terms apply to your use of the Service (as that term is defined below). By [setting up an account / clicking [I agree] / accessing and using the Service]:

a. you agree to these Terms; and

b. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorized to access and use the Service, and you must immediately stop doing so.

2. Changes

2.1 We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.

2.2 These Terms were last updated on 08 January 2020.

3. Interpretation

In these Terms: Twala Software means the software owned by us (and our licensors) that is used to provide the Service.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or inconnection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Twala Software. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that isstored using, or inputted into, the Service.

Fees means the applicable fees set out on our pricing page on the Website at twala.io or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

▲ an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

▲ a lack of funds for any reason.

including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Party includes that party’s permitted assigns. [Permitted Users means your personnel who are authorised to access and use the Service on your behalf in accordance with clause 5.3.]

Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal Information means information about an identifiable, living person.

Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Service means the service having the core functionality described on the Website, as the Website is updated from time to time.

Start Date means the date that you [set up an account / first access or use the Service].

Terms means these terms titled Twala terms of use.

Underlying Systems means the Twala Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

We, us or our means Twala.

Website means the internet site at https://twala.io, or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

4. Provision of the Service

4.1 We must use reasonable efforts to provide the Service:

a. in accordance with these Terms and Philippine law;

b. exercising reasonable care, skill and diligence; and

c. using suitably skilled, experienced and qualified personnel.

4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.

4.3 [Subject to clause 4.4, w][W]e must use reasonable efforts to ensure the Service is available [during normal business hours in the Philippines/on a 24/7 basis]. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website [and/or notify you by email] advance details of any unavailability.

4.3 [Subject to clause 4.4, w][W]e must use reasonable efforts to ensure the Service is available [during normal business hours in the Philippines/on a 24/7 basis]. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website [and/or notify you by email] advance details of any unavailability.

4.4 [Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warrantyor representation on the availability of those features. Without limiting theprevious sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you arenot entitled to any refund, discount or other compensation.]

4.5 Beta Releases and Free Access Subscriptions. Twala may provide Customer with a Twala Service for free or on a trial basis (a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Twala Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Subscription Plan) and supersedes any contrary provision in these Terms. Twala may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in these Terms, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “ASAVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECTTO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL ANDMAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH Twala WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK. Twala makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Twala may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Twala’s sole discretion, without liability.

5. Your Obligations

5.1 You and your personnel must:

a. use the Service in accordance with these Terms solely for:

i. your own internal business purposes; Limited License. Subject to these Terms, Twala grants to Customer a limited, non-exclusive, non-transferable license to use and access the Twala Services for itsbusiness purposes as expressly permitted in these Terms. Your use and access to the Services are subject to any limitations set forth in an applicable order form, online plan or the Service Specific Terms (whether paid or free, collectively “Subscription Plan”). and

ii. lawful; and

b. not (and must not allow any third party to):

i. rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Twala Service to a thirdparty (except Authorized Users or as permitted under the ServiceSpecific Terms);

ii. incorporate the Twala Service (or any portion of such) with, or use it with or to provide, any site, product, or service, other than on sites/applications owned-and-operated by Customer and as specifically permitted herein;

iii. publicly disseminate information regarding the performance of the Twala Service (which is deemed Twala’s Confidential Information);

iv. modify or create a derivative work of the Twala Service or any portion of it;

v. reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Twala Service, except to the extent expressly permitted by applicable law and then only with advance notice to Twala;

vi. break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Twala Service, or configure the Twala Service (or any component thereof) to avoid sending events or transactions or to otherwise avoid incurring fees;

vii. distribute any portion of the Twala Service excepted as permitted herein;

viii. access the Twala Service for the purpose of building a competitive product or service or copying its features or user interface;

ix. use the Twala Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Twala’s prior written consent; or

x. remove or obscure any proprietary or other notices contained in the Twala Service, including in any reports or output obtained from the Twala Service.

xi. use or permit the Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms.

5.2 When accessing the Service, you and your personnel must:

a. not impersonate another person or misrepresent authorization to acton behalf of others or us;

b. correctly identify the sender of all electronic transmissions;

c. not attempt to undermine the security or integrity of the Underlying Systems;

d. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;

e. not attempt to view, access or copy any material or data other than:

i. that which you are authorized to access; and

ii. to the extent necessary for you to use the Service in accordance with these Terms; and

f. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3 [Without limiting clause 5.2, no individual other than a Permitted User may access or use the Service. You may authorize any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.]

5.4 A breach of any of these Terms by your personnel [(including, to avoid doubt, a Permitted User)] is deemed to be a breach of these Terms by you.

5.5 You are responsible for procuring all licenses, authorizations and consents required for you and your personnel to use the Service, includingto use, store and input Data into, and process and distribute Data through, the Service.

5.6 Customer agrees to:

a. maintain a legally-adequate privacy policy on its Customer Properties, and provide all required disclosures;

b. obtain all necessary rights, releases, and consents to allow Customer Data or other information (including any personal information) to be collected, used, and disclosed in the manner contemplated by these Terms and to grant Twala the rights and licenses set out in these Terms;

c. use the Twala Service in compliance with Twala’s then-current Acceptable Use Policy); and

d. not take any action that would cause Twala, the Twala Service or APIs tobecome subject to any third-party terms (including open source license terms)

5.7 Electronic signature responsibilities: Customer acknowledges and agrees that:

a. as between Twala and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services; and,

b. certain types of documents, agreements, or contracts may be excluded from general electronic signature laws (such as documents that needs to be notarized by a notary public), or may have specific regulations that are applicable to them; and,

c. Customer is solely responsible for ensuring that the documents, agreements or contracts it uses with the Services are appropriate for electronic signatures, and Twala is not responsible or liable for any such determination or use; and,

d. Consumer protection laws or regulations may impose specific requirements for electronic transactions involving consumers, Customer issolely responsible for ensuring it complies with all such laws/regulations, and Twala has no obligations to make such determination or assist with fulfilling any requirements therein. If Customer is using an API or other service that allows Customer to perform any end user/participant/signer authentication, then Customer is solely responsible and liable for such authentication.

6. Data

6.1 You acknowledge that:

a. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and

b. to the extent that this is necessary but subject to clause 9, we may authorize a member or members of our personnel to access the Data for this purpose.

6.2 You must arrange all consents and approvals that are necessary for usto access the Data as described in clause 6.1.

6.3 You acknowledge and agree that:

a. we may:

i. use Data [and information about your [and your end users’] use of the Services] to generate anonymised and aggregated statistical and analytical data (Analytical Data); [and]

ii. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; [and]

iii. [supply Analytical Data to third parties;]

b. our rights under clause 6.3a above will survive termination of expiry of the Agreement; and

c. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information throughthe Service, we are acting as your agent for the purposes of the Data Privacy Act of 2000 and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect,use, hold and process that information in accordance with these Terms.

6.5 While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of allData uploaded by you onto the Service.

6.5 [You agree that we may store Data (including any personal information) in secure servers in [Asia/US/Europe] and may access that Data (including any personal information) in [Asia/US/Europe] and Philippines from time to time.]

6.7 You represent and warrant that your Customer Properties, and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. You further represents and warrants that its collection and use of any personal information or data provided to Twala complies with all applicable data protection laws, rules, and regulations. If you receives anytake down requests or infringement notices related to Customer Data, it must promptly:

a. stop using the related item with the Twala Service; and

b. notify Twala. If Twala receives any take down requests or infringement notices related to Customer Data, Twala may respond in accordance with its policies, and will notify and consult with the Customer on next steps.

6.8 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

7. Fees

7.1 You must pay us the Fees.

7.2 Subscription Plan. The prices, features, and options of the Twala Services depend on the Subscription Plan you selected (including any usage or overage fees). Twala does not guarantee that your particular Subscription Plan will be offered indefinitely. We reserve the right to change the prices, features, or options included in a particular Subscription Plan without notice, provided that such changes shall not take effect until your next applicable subscription term.

7.3 Recurring Charges and Upgrades. By signing up for a Subscription Plan, you authorize Twala to charge your payment method on a recurring basis (e.g. monthly, quarterly, or yearly depending on Customer’s Subscription Plan) without an invoice. You expressly authorizes Twala to charge your payment method (such as a credit card) for the applicable subscription charges, any usage or overage charges, and any and all applicable taxes and fees. Such authorization is effective until the end of the Subscription Term and any applicable Renewal Term, or until you cancel all your subscriptions.

7.4 We will provide you with valid tax invoices on a [insert e.g. monthly] basis prior to the due date for payment if requested.

7.5 The Fees exclude tax, which you must pay on taxable supplies.

7.6 You must pay the Fees:

a. [by the 20th of the month following the date of invoice / in accordance with the payment terms set out on our pricing page on the Website / [insert payment terms]]; and

b. electronically in cleared funds without any set off or deduction.

7.7 Late Fees & Collection Costs. We may charge interest on overdue amounts. Late payments may be subject to a service charge equal to the lesser of 2% per month of the amount due or the maximum amount allowed by law. You agree to reimburse Twala for any costs or expenses incurred by Twala to collect amounts that remain unpaid after the due date. Amounts due to Twala may not be withheld of offset by you against amounts due for any reason.

7.8 We may increase the Fees by giving at least [30] days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than [10] days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.

7.9 If you exceed your subscription plan’s usage limits, you will be automatically upgraded into the next highest Subscription Plan and you expressly acknowledge and agree that it will pay for the upgraded Subscription Plan. All upgrade fees and charges are non-refundable, even if you did not use the full usage allotment of the applicable Subscription Plan.

7.10 Taxes. Twala’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the incomeof Twala. You will not deduct any applicable taxes from the payments to Twala, except as required by law. If such deduction is required by law, you will increase the amount payable as necessary so that after making all required deductions and withholdings, Twala receives and retains (free from any such liabilities) an amount equal to the amount it would have received had no such deductions or withholdings been made.

7.11 Auto-renewals and Trials. IF YOUR ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND YOU HAVE PROVIDED A METHOD OF PAYMENT TO Twala FOR THE SERVICES, Twala MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS YOU NOTIFY Twala THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION.

7.12 No Refunds. Subscription and usage or overage fees (and any other fees associated with the services, including higher subscription fees for upgrades) are non-refundable and non-creditable, except where required by law. Twala subscriptions may be cancelled, and such cancellations take effect at the end of your then-current subscription term(for example, if you are on a paid monthly subscription the cancellation will take effect the following month, but if you are on a paid yearly subscription the cancellation will take effect the following year). Once your cancellation is effective, you will be downgraded to a free plan and will lose subscription features and functionality. If you don’t pay for your subscription(s) on time, we reserve the right to suspend you or remove subscription features.

8. Intellectual Property

8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

8.4 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

a. all Intellectual Property Rights in that feedback, and anything createdas a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

b. we may use or disclose the feedback for any purpose.

8.5 [You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.]

9. Confidentiality

9.1 Each party must, unless it has the prior written consent of the other party:

a. keep confidential at all times the Confidential Information of the other party;

b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use;and

c. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.

9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

b. required by law (including under the rules of any stock exchange);

c. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

e. by us if required as part of a bona fide sale of our business (assets orshares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10. Warranties

10.1 Each party warrants that it has full power and authority to enter into,and perform its obligations under, these Terms.

10.2 To the maximum extent permitted by law:

a. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract ) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount paid to Twala; and

b. we make no representation concerning the quality of the Service anddo not promise that the Service will:

i. meet your requirements or be suitable for a particular purpose[,including that the use of the Service will fulfil or meet any statutory role or responsibility you may have]; or [User note: Include square bracketed text if customers may be public authorities or have statutory/public functions.]

ii. be secure, free of viruses or other harmful code, uninterrupted or error free.

10.3 You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:

a. to the maximum extent permissible by law, and any other applicableconsumer protection legislation does not apply to the supply of the Service or these Terms; and

b. it is fair and reasonable that the parties are bound by this clause 10.3.

10.4 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

a. supplying the Service again; and/or

b. paying the costs of having the Service supplied again.

11. Liability

11.1 Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed PHP 20, 000.00. The cap in this clause 11.1 includes the cap set out in clause 10.2a.

11.2 Neither party is liable to the other under or in connection with these Terms or the Service for any:

a. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

b. consequential, indirect, incidental or special damage or loss of any kind.

11.3 Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:

a. personal injury or death;

b. fraud or willful misconduct; or

c. a breach of clause 9

11.4 Clause 11.2 does not apply to limit your liability:

a. to pay the Fees;

b. under the indemnity in clause 6.7; or

c. for those matters stated in clause 11.3a to 11.3c.

11.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms orotherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

11.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

12. Term, Termination, and Suspension

12.1 Unless terminated under this clause 12, these Terms and your right to access and use the Service:

a. starts on the Start Date; and

b. continues until a party gives at least [insert period, e.g. 30 days’] notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.

12.2 [Subject to clause 7.6, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.]

12.3 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

a. breaches any material provision of these Terms and the breach is not:

i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or

ii. capable of being remedied; or

b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

12.4 You may terminate these Terms and your right to access and use the Service in accordance with clause 7.6.

12.5 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

12.6 On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.

12.7 No compensation is payable by us to you as a result of termination ofthese Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

12.8 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

12.9 At any time prior to one month after the date of termination, you may request:

a. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or

b. deletion of the Data stored using the Service, in which case we mustuse reasonable efforts to promptly delete that Data.

To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have previously requested deletion of the Data.

12.10 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

a. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;

b. used, or attempted to use, the Service:

i. for improper purposes; or

ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;

c. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

d.

i. Your account is overdue; or

ii. You have exceeded your service allocations / service limits. Twala will have no liability for taking action as permitted above. For the avoidance of doubt, you will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless these Terms have been terminated, Twala will cooperate with you to promptly restore access to the Twala Service once we verify that you have resolved the condition requiring suspension.

e. otherwise materially breached these Terms.

13. General

13.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

13.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

13.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

13.4 Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

13.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing info@twala.io.

13.6 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of the Philippines. Each party submits to the non-exclusive jurisdiction of theCourts of New Zealand in relation to any dispute connected with these Terms or the Service.

13.7 Clauses which, by their nature, are intended to survive termination ofthese Terms, including clauses 6.7, 8, 9, 11, 12.5 to 12.9 and 13.6, continue in force.

13.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

13.9 Subject to clauses 2.1 and 7.6, any variation to these Terms must be in writing and signed by both parties.

13.10 These Terms set out everything agreed by the parties relating to theService, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.

13.11 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

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