1.1.1.2 “Aspire”, “Company”, “we”, “our” or “us” means Aspire FT Pte. Ltd., a private limited company incorporated in Singapore, and its successors and assigns.

1.1.1.3 “Aspire Group” means Aspire and its related entities, including any of Aspire’s subsidiaries, Aspire’s holding company and its subsidiaries (in each case wheresoever situated).

1.1.1.4 "Aspire Services” means any service that Aspire may from time to time provide to you via the Platform, including but not limited to the services set out in Annex A hereto.

1.1.1.5 “Authorised User” means any person authorised by you from time to time to use the Electronic Services in relation to your Account.

1.1.1.6 “Content” refers to any information, images, links, sounds, graphics, videos, software, user interfaces, visual interfaces, computer code or other materials including quotes, news and research data that is available on the Platform.

1.1.1.7 “Electronic Instruction” means any instructions, communications, instructions, orders, messages, data, information or other materials from you or your Authorised Users in relation to the Electronic Services.

1.1.1.8 “Electronic Services” means the Partner Services and the Aspire Services.

1.1.1.9 “Platform” means the electronic platform available at https://aspireapp.com/ (or such sub-domain or additional or replacement website(s)) that allows you to use the Electronic Services, and includes any mobile or desktop application through which the Platform may be accessed.

1.1.1.10 “Platform User Account” means your user account registered with Aspire for the Electronic Services.

1.1.1.11 “Partner” means the relevant entity(ies) that provide(s) the Partner Services to you.

1.1.1.12 “Partner Account” means such account which the Partner may avail to you in connection with the Partner Services.

1.1.1.13 “Partner Terms” has the meaning given to it in Clause 1.4.2, as may be published on the Platform from time to time and/or documented in a separate agreement between you and the relevant Partner.

1.1.1.14 “Partner Services” means any service provided by a Partner that is available to you via the Platform from time to time.

1.1.1.15 "Provider" means:

a) the relevant Partner or any other person (individual or non-individual) which offers services and/or products, directly or indirectly, through the Platform;

b) any person to whom we outsource certain functions or activities to allow us to operate and/or provide the Platform and relevant Electronic Services;

c) any government, regulator, law enforcement agency, financial institution, and ancillary service provider (for example, telecommunication, internet access, cloud network, logistics, facilities management, data centres, system hosting, call centres, equipment and software providers), agent or subcontractor involved in the provision of relevant Electronic Services; and

d) our agents or storage or archival service providers for the purpose of making, printing, recording, mailing, storage, and/or filing any documents or items on which such information appear.

1.1.1.16 “you” and “your” refer to you as the user of the Platform or the Electronic Services, and includes the company, organization, or any other form of entity in which name your Platform User Account is registered.

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1.2. License to use the Platform

1.2.1 Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Platform. Aspire reserves all rights not expressly granted herein in the Platform. Aspire may terminate this license at any time without assigning any reason.

1.2.2 Your Platform User Account gives you access to the Electronic Services and Platform functionality that Aspire may establish and maintain from time to time and in our sole discretion. Aspire may maintain different types of Platform User Accounts for different types of users. The Electronic Services and Platform functionality available to you will vary based on your Platform User Account type and how your Platform User Account is configured by the account owners or admin (if applicable).

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1.3. Acceptance of terms

1.3.1 Your use of the Platform and Electronic Services is subject to terms of this Agreement. You will be responsible for all transactions made by you or, from our view, authorized by you or your Authorised User. By using the Platform and Electronic Services, you are deemed to have accepted and agree to be bound by the terms of this Agreement. If you do not agree to be bound by this Agreement, you should not access or use the Platform or any of the Electronic Services.

1.3.2 We may amend, supplement and/or revise any part of this Agreement at any time with notice, and such changes shall take effect on the date specified in the notice. Any such notices and updated terms will be published on the Platform. If you do not agree to changes made to this Agreement, you must notify us and discontinue your use of the Platform and all Electronic Services. Your or your Authorised User’s use of the Platform following changes to this Agreement will constitute your acceptance of those changes.

1.3.3 Certain Electronic Services are subject to additional terms and conditions as we (or, where applicable, the relevant Partner) may prescribe and make available on the Platform or otherwise notify you.

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1.4. Partner Services

1.4.1 The Partner Services are provided to you by our Partners. Aspire may at its sole discretion decline to facilitate your procurement of or access to the Partner Services without assigning any reason.

1.4.2 Your use of Partner Services are subject to additional terms and conditions as the relevant Partner may prescribe (“Partner Terms”). The Partner Terms may be enforced by the Partner against you directly. If you do not agree to the Partner Terms you must notify the relevant Partner and discontinue your use of the relevant Partner Service(s).

1.4.3 In addition to the Partner Terms, Aspire may have additional terms and conditions applicable to your use of the Partner Services, including but not limited to those set out in Annex B.

1.4.4 By using the Partner Services, you consent and agree to:

1.4.4.1 Aspire sharing information about you, your Authorised Users and your Platform User Account with the relevant Partner as may be necessary for you to access the Partner Services; and

1.4.4.2 promptly fulfil any reasonable request that Aspire or the Partner makes to you in order to provide the Partner Services.

1.4.5 Aspire does not endorse or provide any warranty in respect of any Partner Services and you agree that to the fullest extent permitted by law Aspire will not be responsible in any event or circumstances for any liabilities or losses resulting from or in connection with your or your Authorised User’s use of any Partner Services.

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1.5. Your Authorised Users

1.5.1 You are responsible for ensuring that each of your Authorised Users is aware of and complies with this Agreement, each other agreement which you may have with Aspire relating to your or your Authorised Users’ use of the Platform and/or any Electronic Services, and the Partner Terms.

1.5.2 If you have authorised any person to give Electronic Instructions on your behalf, you will be responsible for their actions and/or omissions, including any liabilities and losses arising from any payments or transactions initiated or effected from your Account which they may undertake or authorise.

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1.6. Access to the Platform

1.6.1 Access to the Platform and Electronic Services may be available through different devices (for example, personal computers or mobile devices). The availability and features of the Platform and Electronic Services may vary depending on the type, system specifications and configuration of the device.

1.6.2 Your and your Authorised User’s access to the Platform and Electronic Services may be limited and subject to the relevant laws and regulations of the country you or your Authorised User is located in. Aspire will not be responsible for any fees, charges and expenses such as data roaming charges or any other charges which may be imposed by your telecommunication or other service providers in connection with the access and use of the Platform and Electronic Services.

1.6.3 There may be circumstances where Aspire and/or the Partner may need to change the frequency and manner of use of the Electronic Services, transaction limits, operating hours and types of facilities and services. In certain situations, Aspire and/or the Partner may have to suspend the Electronic Services without giving you or your Authorised User prior notice. Under such circumstances, Aspire will not be responsible for any inconvenience, loss, damage or injury suffered by you or any third party.

1.6.4 Aspire may introduce new or different forms of authentication service when you or your Authorised User wish to access the Platform and use the Electronic Services. Aspire may replace the authentication service from time to time without prior notice to you or your Authorised User.

1.6.5 Aspire shall have the right to decline your or your Authorised User’s access to the Platform and/or to act on any Electronic Instruction without incurring any responsibility for loss, claim, liability, cost or expense arising out of so declining to act if:

1.6.5.1 the Electronic Instructions are unclear, incomplete or inconsistent with other instructions issued to us by you or your Authorised User;

1.6.5.2 the Electronic Instructions have lapsed, been rendered invalid due to failure to comply with applicable conditions or are cancelled by a regulatory or governmental body;

1.6.5.3 the Electronic Instructions cannot be processed due to any disruptions that are beyond Aspire’s reasonable control;

1.6.5.4 allowing you or your Authorised User access to the Platform or processing the Electronic Instructions might expose Aspire, any other member of the Aspire Group, any Partner, or any of Aspire’s affiliates to legal action or censure from any government, regulator or law enforcement agency, or result in Aspire, any other member of the Aspire Group, any Partner or any of Aspire’s affiliates being subject to regulations or licensing requirements; or

1.6.5.5 you or your Authorised User have failed to comply with any term of this Agreement, any other Agreement which you or your Authorised User may have with Aspire, or any Partner Terms.

1.6.6 Aspire will treat all Electronic Instructions as final and unconditional when we receive them through the Platform. This means Aspire shall be entitled (but not obliged) to effect such Electronic Instructions without your further consent and notice to you.

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1.7. Fees

1.7.1 Aspire may charge fees for the Electronic Services (“Fees”). The Fees are as described on the Platform. The Fees will be notified to you via the Platform, via an order form when you subscribe for the Electronic Services, or as otherwise separately agreed with you. The Fees may be subject to revision without prior notice to you or your Authorised Users. Your or your Authorised User’s continued use of the Electronic Services after any such revision constitutes your consent to the revised Fees.

1.7.2 The Fees will be deducted from your Account or be invoiced to you for settlement in accordance with the terms specified on the Platform, your order form, or in the relevant invoice. If you do not make payment of the Fees by the relevant due date, Aspire may charge a late fee and interest on the overdue amount and be entitled to suspend your access to the Platform or use of the Electronic Services until the overdue amount is paid in full.

1.7.3 If any amount owed to Aspire is outstanding, you agree that such outstanding amount may at Aspire’s discretion be deducted from your Account.

1.7.4 The Fees do not include goods and services, value-added, sales, use, or other similar taxes or duties, and any such taxes shall be assumed and paid by you in addition to the Fees, except those taxes based on the net income of Aspire.

1.7.5 The Partner may separately charge you fees for the Partner Services it provides. You are responsible to the Partner for the settlement of such fees.

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1.8. Integrity of the Platform

1.8.1 You agree that you will not and will procure that none of your Authorised Users will:

1.8.1.1 interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available or violate any requirements, procedures, policies or regulations of such networks, or take any action that imposes an unreasonable or disproportionately large load on the Platform or any associated network;

1.8.1.2 transmit or otherwise make available in connection with the Platform any virus, worm or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, the Platform, any hardware, software, or equipment;

1.8.1.3 reproduce, duplicate, copy, sell, resell or otherwise exploit for any purposes, any portion of, use of, or access to the Platform;

1.8.1.4 modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Platform;

1.8.1.5 remove any copyright, trademark or other proprietary rights notice from the Platform or materials originating from the Platform, or infringe any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

1.8.1.6 create a database by systematically downloading and storing any data or content available on the Platform;

1.8.1.7 take any action that may cause Aspire to lose any of the services from its internet service providers, payment processors, or other infrastructure suppliers; and

1.8.1.8 use any manual or automatic device in any way to gather Platform content or reproduce or circumvent the navigational structure or presentation of the Platform.

1.8.2 Aspire will use reasonable efforts to ensure that the Platform is available at all times. However, the Platform will be unavailable during downtimes for scheduled or emergency maintenance and/or upgrades. In addition, certain products or services associated with the Platform may be available only within certain hours, the cut-off times for which shall be indicated in the relevant section of the Platform or otherwise notified to you.

1.8.3 Aspire reserves the right to impose at its sole discretion limits on your and your Authorised User’s access to and use of the Platform based on criteria determined by Aspire that does not have to be disclosed. Further, Aspire reserves the right to change, suspend or discontinue any aspect or feature of the Platform at any time without notice and without liability.

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1.9. Access to Platform in your location

1.9.1 Nothing herein shall be construed as a representation by Aspire or any Partner that the information and materials contained in or accessed through the Platform is appropriate or available for use in the geographic area or jurisdiction you or your Authorised User is located.

1.9.2 Accessing the Platform from territories where its contents are illegal or unlawful is prohibited. If you or your Authorised User choose to access the Platform, you and your Authorised User do so on your respective initiative and are responsible for compliance with local laws.

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1.10. Security of your Platform User Account

1.10.1 If you discover or suspect any unauthorised or erroneous transactions from or to your Platform User Account, you must immediately contact us. Upon such discovery, you agree to take such steps to protect your Platform User Account, including changing any security codes, passwords to your email accounts and reporting such incidents to us immediately.

1.10.2 Where Aspire is of the view that your Platform User Account and any associated security codes might have been compromised, in order to protect your Platform User Account, Aspire may:

1.10.2.1 require that you and/or your Authorised Users identify yourselves by alternative means;

1.10.2.2 require any Electronic Instruction to be confirmed through alternative means; and/or

1.10.2.3 refrain from acting promptly upon any Electronic Instructions in order to confirm any Electronic Instructions, your identity and/or the identity of your Authorised Users.

1.10.3 In such circumstances, your Electronic Instructions might not be processed within expected periods and Aspire will not be responsible for any inconvenience, loss, damage or injury suffered by you or any third party.

1.10.4 Aspire shall retain the discretion to decline providing you with any Electronic Services where Aspire has reasons to believe that you or any of your Authorised Users do not intend to use the Platform or Electronic Services responsibly.

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1.11. Third party websites

1.11.1 The Platform may provide links to other websites and online resources that are owned or operated by Partners or other third parties. Such linked websites are not under the control of any member of the Aspire Group and the Aspire Group cannot accept responsibility for the contents of or the consequences of accessing any linked website or any link contained in a linked website. Furthermore, the hyperlinks provided on the Platform shall not be considered or construed as an endorsement or verification of such linked websites or the contents therein by any member of the Aspire Group. You agree that your access to and/or use of such linked websites is entirely at your own risk and subject to the applicable Partner Terms and such other terms and conditions of access and/or use contained therein.

1.11.2 Save and except with Aspire’s prior written consent, you may not insert a hyperlink to the Platform or any part thereof on any other website or "mirror" or frame the Platform, any part thereof, or any information or materials contained on the Platform on any other server, website or webpage.

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1.12. Intellectual property

1.9.1. The Contents on the Platform may not be reproduced, transmitted, published, performed, broadcast, stored, adapted, distributed, displayed, licensed, altered, hyperlinked or otherwise used in whole or in part in any manner without the prior written consent of Aspire.

1.9.2. All trade marks, service marks and logos used on the Platform are the property of the Aspire Group and/or the respective third party proprietors identified on the Platform. No licence or right is granted and your access to the Platform and/or use of the services available thereon should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any trade marks, service marks or logos appearing on the Platform without the prior written consent of the Aspire Group or the relevant third party proprietor thereof. Save and except with the Aspire Group's prior written consent, no such trade mark, service mark or logo may be used as a hyperlink or to mark any hyperlink to any Aspire Group member's site or any other site.

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1.13. Disclaimer

1.13.1 Aspire does not provide any warranty of any kind in respect of:

1.13.1.1 the Electronic Services, including warranties of accessibility, quality, provision or performance of any goods or services;

1.13.1.2 any Content, including warranties of accuracy, adequacy, currency or reliability;

1.13.1.3 hyperlinks on the Platform to any other websites or content, which are not an endorsement or verification of such websites or content; and

1.13.1.4 the Partner Services.

1.13.2 THE ELECTRONIC SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED “AS IS” AND ASPIRE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ASPIRE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE ELECTRONIC SERVICES WILL OPERATE IN COMBINATION WITH YOUR HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER MATERIAL. Aspire makes reasonable efforts to ensure the Electronic Services are free of viruses or other harmful components, but cannot guarantee that the Electronic Services will be free from unknown viruses or harmful components. Aspire cannot guarantee that the Electronic Services will not incur delays, interruptions, or other errors that are outside of Aspire’s reasonable control and are inherent with the use of the internet and electronic communications.

1.13.3 You acknowledge and agree that Aspire will not be liable to you or any of your Authorised Users for any loss, damage, cost or expense incurred or suffered in connection with:

1.13.3.1 the Platform or any Electronic Services not being available due to system or server maintenance or failure, the breakdown/non-availability of any network, any computer virus or malicious code, or any transmission interruption or failure;

1.13.3.2 the non-delivery, delayed delivery, misdirected delivery or the non-receipt of any Electronic Services;

1.13.3.3 any non-processing or delay in processing of Electronic Instructions by us or by any Provider through whom your Electronic Instructions are transacted;

1.13.3.4 any transaction or Electronic Instruction initiated by you or your Authorised User being declined by any bank, financial institution, payment intermediary or other service provider;

1.13.3.5 inaccurate or incomplete Content, reliance on or use of the information provided on any channel and medium for any purpose;

1.13.3.6 any disclosure of any information which you have consented to us collecting, using or disclosing or where such collection, use or disclosure is allowed under applicable laws;

1.13.3.7 any unauthorised and/or unlawful access to our machines, data processing system or transmission link;

1.13.3.8 any act of force majeure such as acts of God, war or warlike hostilities, civil commotions, riots, blockades, embargoes, sabotage, strikes, lock-outs, fire, flood, shortage of material or labour, power failures, delay in deliveries from sub-contractors; or

1.13.3.9 any event outside our control.

1.13.4 Any claims against or disputes that you may have with a Provider are to be settled between you and the relevant Provider. You agree that you will not claim against us or any member of the Aspire Group in this respect.

1.13.5 In no event shall Aspire or any other member of the Aspire Group be liable to you or any other party for any indirect, special, incidental or consequential damages, loss of profits or loss opportunity arising out of or in connection with your use of the Platform or any Electronic Service even if we had been advised as to the possibility of such damages or losses.

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1.14. Our Records

1.14.1 Our records of Electronic Instructions and Electronic Services operations maintained by us or by any relevant person authorised by us shall be binding and conclusive on you for all purposes whatsoever.

1.14.2 When we deal with you, we will treat all such records as final evidence and you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were incorporated and/or set out in electronic form or are produced by or were the output of a computer system. You hereby agree to waive any of your rights (if any) to so object. This provision shall also apply to all records maintained by a Provider appointed or designated by us.

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1.15. Collection and use of personal information

1.15.1 You and each of your Authorised Users agree that any information provided to us may be disclosed to and used by the following parties:

1.15.1.1 credit bureaus and similar institutions to report or ask about your financial circumstances, and to report or collect debts you owe;

1.15.1.2 regulatory authorities, courts, and governmental agencies to comply with legal orders, legal or regulatory requirements, and government requests;

1.15.1.3 our service providers, affiliates, payment intermediaries, regulatory authorities and governmental agencies to detect and prevent fraud and any other criminal activity, and to protect Aspire and its affiliates against such fraudulent or criminal activity;

1.15.1.4 our affiliates and other members of the Aspire Group for marketing and risk management;

1.15.1.5 our service providers who perform services for us and help us operate our business and the Platform (including but not limited to cybersecurity, human resources, IT support and audit services);

1.15.1.6 any Partner or Provider in order to allow you and your Authorised Users to access the Partner Services or such other services and/or products that may be made available on the Platform; and

1.15.1.7 banks, financial institutions, payment intermediaries or other partners with whom we may jointly offer or develop products and services (but they may not use your personal data, in particular your email address, to independently market their own products or services to you unless you consent that they can do so); and/or

1.15.1.8 to our professional advisors (including our lawyers) to protect and advance our rights.

1.15.2 Without limiting the foregoing, you agree that we may transfer your and your Authorised Users’ data to any Partner, Provider, payment intermediary, and company within the Aspire Group for the purposes of processing Electronic Instructions and your transactions and to provide you with the Electronic Services (for example, we will share information about you and your transactions with the relevant book-keeping service provider if you opt to use the book-keeping integration function available on the Platform). Regardless of where we process your information, we will store and protect it in accordance with applicable laws.

1.15.3 In addition, you hereby acknowledge that Aspire may utilise a third party, Onfido, to process identity checks on your directors and Authorised Users (as applicable). By accepting these terms and conditions, you confirm that you and your directors and Authorised Users (as applicable) have read, understand and accept Onfido Facial Scan Policy and Release, Onfido Privacy Policy and Onfido Terms of Service.

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1.16. Our rights

1.16.1 If Aspire, in its sole discretion, believes that you or your Authorised Users may have breached any provision of this Agreement or any applicable Partner Terms, we may act to protect ourselves, other users of the Platform, our Partner(s) and third parties. The action Aspire may take includes but is not limited to:

1.16.1.1 closing, suspending, or limiting your and/or your Authorised Users’ access to your Platform User Account;

1.16.1.2 contacting any person who may have transacted with you;

1.16.1.3 warning other customers of Aspire, law enforcement agencies, or impacted third parties of your and/or your Authorised Users’ actions;

1.16.1.4 updating inaccurate information you and/or your Authorised Users have provided to Aspire;

1.16.1.5 taking legal action against you and/or your Authorised Users;

1.16.1.6 terminating this Agreement;

1.16.1.7 terminating or revoking access to any other product offered to you by Aspire through or in connection with your use of the Platform;

1.16.1.8 fully or partially reversing a transaction carried out using the Platform; and/or

1.16.1.9 blocking your and/or your Authorised Users’ access to the Platform temporarily or permanently.

1.16.2 Where possible, Aspire will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.

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1.17. Duration of terms

1.17.1 This Agreement shall remain in force until your Platform User Account is terminated. Aspire may, at any time and without giving any reason or notice, terminate your access to or use of the Platform (whereupon your Authorised Users will cease to have access to the Platform) and/or any of the Electronic Services.

1.17.2 If we terminate your access to the Platform and/or any of the Electronic Services you will not have the right to bring claims against us, any other member of the Aspire Group or our affiliates with respect to such termination. The Aspire Group shall not be liable to you for any losses, costs, claims, expenses, fees or damages suffered or incurred in connection with any such termination.

1.17.3 Upon termination of this Agreement, you shall settle all outstanding Fees, charges and interest in full.

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1.18. Miscellaneous

1.18.1 Neither you nor any of your Authorised Users may assign or transfer any of your rights and obligations, whether in whole or in part, to any party without Aspire’s prior written consent.

1.18.2 All rights of Aspire and members of the Aspire Group under this Agreement may be assigned and/or transferred at its discretion without your or your Authorised User’s consent.

1.18.3 The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

1.18.4 No failure on the part of Aspire or any other member of the Aspire Group to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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1.19. Governing law and jurisdiction / Rights of third parties

1.19.1 This Agreement is governed by and construed in accordance with Singapore law.

1.19.2 You agree that the courts of Singapore will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with this Agreement.

1.19.3 Except as expressly provided in this Agreement, nothing in this Agreement gives rise to any third party rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this Agreement. This provision shall not apply to members of the Aspire Group.

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Annex A – Aspire Services

1 GENERAL

1.1 This Annex forms part of the “Aspire Platform Terms of Use” and governs your use of certain Aspire Services (as defined above).

2 DEFINITIONS

In this Annex A:

2.1 “Admin User” means the person who has admin rights (including rights to add and remove other users) in respect of the Customer’s Account;

2.2 “Budget Member” means such Account user who is allocated a spending budget by a Budget Owner;

2.3 “Budget Owner” means such Account user who is allocated a spending budget by an Admin User;

2.4 “Budgets” means the budget management tool available on the Platform which enables, among other things, the Customer to set and allocate budgets to such Account user(s) and for such purposes as the Customer may determine from time to time; and

2.5 “Customer” means the corporation, firm or entity which the Platform User Account is registered under.

3 ASPIRE SERVICE - BUDGETS

3.1 SCOPE AND APPLICATION

3.1.1 The use of Budgets is subject to the terms and conditions in this Annex A. This Annex A will apply to any new services, feature, or functionality of Budgets which Aspire may introduce from time to time.

3.1.2 Aspire may allow an Admin User to give a Budget Owner rights to access and operate the Customer’s Platform User Account, including rights to issue debit cards to such Budget Members as the Budget Owner may select. Aspire may at any time in its sole discretion decline to give any Admin User, Budget Owner or Budget Member any such rights, or may allow such rights on such terms and subject to such conditions as Aspire may prescribe.

3.2 CUSTOMER’S RESPONSIBILITY AND ACKNOWLEDGMENT

3.2.1 The Customer is solely responsible for ensuring that each Admin User, Budget Owner and Budget Member accesses and operates its Account (including Budgets) in accordance with its own internal rules, procedures and requirements, and in accordance with this Annex A.

3.2.2 The Customer acknowledges and agrees that Aspire is not responsible for ensuring that any budget assigned or utilised via Budgets is appropriate or sufficient for the Customer’s business and operations, and hereby disclaims all liability in this respect.

3.3 LIMITATION OF LIABILITY

3.3.1 The Customer agrees and acknowledges the following:

3.3.1.1 the Customer is solely responsible for, and Aspire disclaims any liability for or arising out of, the grant of any rights by the Customer (or where applicable, the Admin User or Budget Owner) to any person as the Admin User, Budget Owner or Budget Member, as the case may be;

3.3.1.2 Aspire shall not be responsible for monitoring any transaction made by any Budget Owner or Budget Member within the allocated budget, and shall not be responsible for ensuring that the allocated budget is utilised for the Customer’s intended purpose(s) even such purpose(s) are specified on the Platform or made known to Aspire; and

3.3.1.3 in the case where Aspire declines to process any transaction which would result in the relevant budget or scope of authorisation being exceeded, Aspire shall not be liable to the Customer for any losses, claims or damages arising in connection with such refusal to act.

4 ASPIRE SERVICE - BILL PAY

4.1 The terms and conditions governing the Aspire Bill Pay Service are here.

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Annex B – Partner Services

1 GENERAL

1.1 This Annex forms part of the “Aspire Platform Terms of Use” and governs your use of certain Partner Services (as defined above).

1.2 For the avoidance of doubt, none of the Partner Services set out in this Annex B are provided by Aspire. Aspire is not an agent of the Partners and is not responsible for the delivery or for the quality of the Partner Services.

2 PARTNER SERVICE - KICKSTART

2.1 The terms and conditions governing your use of the Kickstart services (https://aspireapp.com/kickstart) are linked here.

3 PARTNER SERVICE - BOOK-KEEPING SERVICES

3.1 If you elect to use the book-keeping integration function on the Platform (https://aspireapp.com/integrations), you understand and agree that the relevant book-keeping software provider is providing the book-keeping software to you on its own terms. Aspire is not the provider of the book-keeping services and is not responsible for the relevant book-keeping software provider’s services or any deficiencies whatsoever.

3.2 By using the book-keeping integration function on the Platform, you agree to share, and agree to Aspire sharing, information about you, your Authorised Users, your Platform User Account and your Platform transaction history (as applicable) with the relevant service providers and data intermediaries as may be necessary for you to utilise the book-keeping integration function on the Platform. Such service providers and data intermediaries include book-keeping and accounting services providers and information management services providers, who may store, use, reformat and otherwise process the aforesaid information.

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