TrueWatch Commercial Plan Service Agreement

Effective Date: October 26, 2024

Agreement Overview

Welcome, and thank you for choosing to use TrueWatch services! By signing the "TrueWatch Product and Service Agreement"(hereinafter referred to as this "Agreement") with TRUEWATCH TECHNOLOGY INC PTE. LTD. (hereinafter referred to as "TrueWatch"), you agree to the terms and conditions outlined herein.

The index keywords listed before the terms in this Agreement are provided solely to assist you in understanding the purpose of the terms. These keywords shall not affect or limit the meaning or interpretation of the provisions within this Agreement.

【Read Carefully】Before agreeing to this Agreement, you are advised to thoroughly review its contents. Pay special attention to clauses related to the limitation or exclusion of liability, applicable law, and dispute resolution, which will be highlighted in bold or underlined for emphasis. These clauses may significantly impact your rights and obligations. If you have any questions or require clarification regarding this Agreement, please contact our customer service team or relevant business departments for assistance.

【Acceptance of Terms】By reading and clicking to agree to this Agreement, or by any other means of acceptance, you acknowledge that you have fully read, understood, and accepted all the terms of this Agreement, thereby entering into a binding agreement with TrueWatch. This Agreement becomes effective on the date you confirm your acceptance through the online interface or by any other means of acceptance provided by TrueWatch. If you do not agree with this Agreement or any of its terms upon review, you are advised not to sign up for or use the service.

Service Terms

1. Parties and Scope of this Agreement

This Agreement is entered into by you and TRUEWATCH TECHNOLOGY INC PTE. LTD. for your use of “Commercial Plan” under TrueWatch one-stop data monitoring cloud platform.

2. Service Content

The "Service" referred to in this clause includes the “Commercial Plan” provided by TrueWatch one-stop data monitoring cloud platform as displayed on the TrueWatch website https://www.truewatch.com/ and client applications (hereinafter referred to individually or collectively as "TrueWatch website"), which you apply for and TrueWatch agrees to provide to you. (For detailed service content and pricing, please refer to "Annex 1 TrueWatch “Commercial Plan” Service Content and Quotation").

3. Service Fees

3.1. The TrueWatch Billing Center will automatically generate and send your monthly usage bills for TrueWatch Services, providing details of your monthly consumption.

3.2. TrueWatch One-stop Data Monitoring Cloud Platform, as a product under the TrueWatch Billing Center, requires its fees to be paid through your TrueWatch Billing Center wallet.

3.2.1. TrueWatch Billing Center provides a wallet feature, activated for each enterprise member, to facilitate account settlement. The wallet includes an account balance funded through your recharges.

3.2.2. You may use the account balance in the TrueWatch Billing Center to purchase TrueWatch Services. TrueWatch will settle the fees daily based on your usage of the TrueWatch Services, deducting the corresponding amount from your account balance.

3.2.3. You may recharge your account through various client platforms, including but not limited to mobile devices, websites, and third-party payment channels, using the payment methods specified on the recharge page. During recharging, you may also benefit from any recharge discounts offered by the TrueWatch Billing Center (if any, please refer to the Recharging Agreement for details).

3.2.4. If your account balance has been used up, your account will enter a suspended state. TrueWatch reserves the right to temporarily revoke your eligibility to use the TrueWatch Services during this period.

3.2.5. If your account remains in a suspended state for more than 15 days (inclusive of the 15th day), it will be classified as delinquent. In this case, TrueWatch reserves the right to take one or more of the following measures simultaneously:

i) TrueWatch reserves the right to temporarily revoke your eligibility to use TrueWatch Services.

ii) TrueWatch reserves the right to issue a termination notice, unilaterally terminate TrueWatch Services, and impose a termination penalty equal to 20% of the outstanding payable fees.

iii) From the date TrueWatch issues the termination notice, you will be required to pay a daily late payment fee of 0.5% of the outstanding fees until full payment is made.

iv) TrueWatch reserves the right to manage and delete/destroy your data stored on its platform. This means that all related data on TrueWatch may be cleared.

v) TrueWatch allows you to unlock the suspended state through the Billing Center. Once unlocked, you may resume using the TrueWatch Services; however, any related data stored on TrueWatch prior to unlocking will be inaccessible.

3.2.6. Users may subscribe to the TrueWatch service via the cloud marketplace of TrueWatch's cloud service providers, settling charges directly through your linked cloud account based on the billing procedures specified by the cloud marketplace. In the event of subscription cancellation, any unsettled charges incurred prior to the cancellation will be communicated to the User via the registered email address associated with your TrueWatch account or in-app. It will include a detailed breakdown of charges. Users may question the charges by contacting TrueWatch’s customer support within 7 calendar days of receiving the breakdown. Disputes filed after this period may not be accepted.

3.2.7. Users are required to settle any unpaid charges within 14 calendar days of receiving the charge breakdown. TrueWatch reserves the right to apply late payment penalties, initiate collection actions, or pursue remedies under applicable laws for amounts that remain unpaid.

3.3 Invoice Request

Upon receiving the monthly consumption bill from the TrueWatch Billing Center, you may apply for either a standard or GST-compliant invoice in electronic or paper format. The applicable tax rate for invoices will comply with Singapore’s tax laws and regulations. You must provide sufficient billing information, including a detailed mailing address or email address, to facilitate the invoice delivery.

  • For paper invoices: TrueWatch will mail the invoice to your provided mailing address, and you will bear the postage fees.

  • For electronic invoices: TrueWatch will send the invoice to your provided email address.

4. Your Rights and Obligations

4.1. Upon successfully subscribing to TrueWatch Services, you have the right to require TrueWatch to deliver services in accordance with the terms outlined in this Agreement, as well as the service descriptions, technical specifications, and other relevant information displayed on the TrueWatch website.

4.2. The User agrees to pay all fees for the TrueWatch Services on time and in full. Failure to do so grants the Service Provider the right to terminate the User’s access to the TrueWatch Services at any time. The User acknowledges and accepts full responsibility for any damages or losses resulting from the termination of services due to non-payment.

4.3. Your use of the TrueWatch product services shall comply with this Agreement.

4.4. You are solely responsible for the maintenance, legality, and confidentiality of the data stored on the TrueWatch platform, as well as the commands and passwords used to access and manage products and services on the TrueWatch platform (www.truewatch.com). Any loss or consequences resulting from improper maintenance or confidentiality of such data, commands, or passwords shall be borne by you.

4.5. The User shall retain website access log records in accordance with applicable laws and regulations, including but not limited to the Cybersecurity Act, the Personal Data Protection Act (PDPA), the Computer Misuse Act, and the Guidelines of the Infocomm Media Development Authority (IMDA). These records must include, but are not limited to:

  • Published content;
  • Posting times;
  • Internet Protocol (IP) addresses; and
  • Domain names.

The User agrees to cooperate with state authorities and provide such records upon legal request. Failure to retain or produce the required records may result in the User bearing corresponding legal responsibilities and liabilities as stipulated by Singapore law.

4.6. You are responsible for the sources and contents of your User business data. TrueWatch strongly advises you to carefully evaluate the legality of your data sources and content to ensure compliance with applicable laws and regulations. You bear full responsibility for any consequences arising from business data that violates laws, regulations, rules, or national policies.

4.7. You acknowledge and agree that state secrets of Singapore are protected by law, and you are obligated to safeguard them. Your use of TrueWatch Services must comply with relevant confidentiality laws and regulations and must not endanger the security of Singapore’s state secrets. Any breach of this obligation may result in legal consequences under applicable laws.

4.8. You are required to carefully review and comply with the service instructions, technical specifications, usage procedures, operational documentation, and other materials provided on the TrueWatch website (collectively referred to as "Operational Guidelines"). You bear full responsibility for any consequences arising from violations of these Operational Guidelines. TrueWatch strongly advises you to exercise caution, comply with the provided instructions, and proactively manage associated risks during operation.

5. Rights and Obligations of TrueWatch

5.1. TrueWatch shall provide services in accordance with the provisions of this Agreement.

5.2. During the service period, TrueWatch will provide you with the following after-sales services:

a) TrueWatch will offer 5 day ×8 hours phone and online ticket consulting services to address your queries regarding the use of the TrueWatch services;

b) TrueWatch will facilitate fault reporting through online tickets. TrueWatch will provide timely support for faults arising from non-human operations, except for those caused by:

  • Your actions or omissions,

  • Force majeure events, or

  • Other circumstances beyond TrueWatch’s reasonable control.

5.3. Additional paid after-sales services are available through TrueWatch, with details accessible on the TrueWatch website and outlined in Annex 2: "TrueWatch SaaS Service Level Agreement".

5.4. You acknowledge and accept that TrueWatch provides its services on an “AS IS” and “WITH ALL FAULTS” basis. While TrueWatch cannot guarantee its services are completely flawless or that its platform products ensure the absolute security of your hardware or software, TrueWatch is committed to continuously improving service quality and standards.

You agree that:

  • Any service flaws are a natural limitation of the current industry technical level and do not constitute a breach of contract by TrueWatch.

  • You will cooperate with TrueWatch to address and resolve any service defects.

5.5. Some services of TrueWatch may include account authorization management features, it means you can authorize all or part of the operational authority of the services to one or several authorized accounts designated by you. In such cases, all actions undertaken by any authorized account will be considered as your actions through your own account, and you will bear the corresponding responsibilities and service fees arising therefrom.

5.6. You acknowledge and accept that the security protection, management, and monitoring functions and services of the TrueWatch Services, despite thorough testing by TrueWatch, cannot guarantee full compatibility with all software and hardware systems. Additionally, TrueWatch cannot ensure the complete accuracy of its software and services.

In the event of any incompatibility or software errors:

  • You shall immediately cease using the affected functions.

  • You shall contact TrueWatch for technical support ([email protected]) to address and resolve the issue.

6. Use and Disclosure of the User Data

6.1 TrueWatch acknowledges that all data you process, store, upload, download, distribute, or otherwise handle through TrueWatch Services constitutes your User business data, and you retain full ownership of this data.

6.2 TrueWatch will not use or disclose your User business data without your prior consent, except in the following circumstances:

a) Legal and Public Interest Obligations: TrueWatch may disclose User business data to comply with applicable laws, regulations, or government policies. This includes cases where state authorities, administrative bodies, or judicial bodies lawfully request access to such data. TrueWatch is obligated to cooperate and provide the requested data as required by law.

b) Agreed Upon by Parties: Disclosure or use of User business data may occur if explicitly agreed upon further negotiations between you and TrueWatch.

6.3 You may delete, change and manage your User business data through the TrueWatch Services. If you terminate services or instruct TrueWatch to delete your data, TrueWatch will comply with your instructions and delete the data, ensuring it is no longer retained. You are advised to exercise caution when performing operations related to data deletion or modification.

6.4 Upon expiration of the service period, early termination of services (including early termination agreed upon by both parties or caused by other reasons), or the occurrence of a delinquency status, TrueWatch will continue to store your User business data only for a specified buffer period, as outlined in the proprietary terms, product documentation, and service descriptions applicable to the TrueWatch platform services.

Unless expressly required by laws and regulations, ordered by authorities, or otherwise agreed upon by both parties, TrueWatch will delete all User business data, including any cached or backup copies, after the buffer period. Following this deletion, TrueWatch will no longer retain any of your User business data.

6.5 Once the User business data is deleted, it cannot be recovered; you are solely responsible for ensuring the accuracy and necessity of deletion and bear all consequences arising from the deletion of such data. You acknowledge and agree that TrueWatch has no obligation to retain, export, or return User business data after deletion.

6.6 TrueWatch is committed to maintaining the security of the data stored by the User on the TrueWatch platform. TrueWatch will implement security measures in compliance with applicable laws, including but not limited to the Personal Data Protection Act (PDPA) and relevant industry standards, to protect the confidentiality, integrity, and availability of User business data.

7. Intellectual Property Rights

7.1 All intellectual property rights, including but not limited to information, technologies, technical support, software, services, and other proprietary rights provided under this Agreement, belong to the Service Provider or their legitimate rights holders. Unless expressly agreed upon in writing by the Service Provider or the legitimate rights holders, no party has the right to copy, disseminate, transfer, license, or provide such intellectual property to others. Any unauthorized use or distribution of such intellectual property will result in liability and appropriate legal consequences.

7.2 You must ensure that any materials submitted to TrueWatch, your use of TrueWatch Services, and any outcomes generated through your use of the TrueWatch Services do not infringe upon the legitimate rights and interests of any third party. You are required to promptly notify TrueWatch if you become aware of any intellectual property infringement related to the TrueWatch Services. TrueWatch shall ensure that the services provided to you do not infringe upon the legitimate rights and interests of any third party.

7.3 If a third-party institution or individual raises questions or complaints regarding:

a) The ownership of intellectual property rights related to the materials you use or submit through the TrueWatch Services, or

b) The intellectual property rights of the TrueWatch Services provided to you, both you and TrueWatch shall cooperate by providing relevant evidence of intellectual property rights and working together to address the complaint.

The party found to be in breach of intellectual property rights shall:

a) Take full responsibility for resolving any claims, litigation, or potential litigation arising from the breach.

b) Bear all associated costs and losses incurred as a result of the breach.

c) Indemnify the other party against any liability, damages, or costs arising from such claims or disputes.

7.4 Intellectual property disputes will be resolved under Singapore law.

8. Confidentiality Clause

8.1 The term "Confidential Information" of the TrueWatch Services refers to business secrets (including financial secrets), technical secrets, operational know-how and/or any other information and materials of a confidential nature (including product information, product plans, pricing details, financial and marketing plans, business strategies, customer information, customer data, research and development data, software, hardware, technical descriptions, designs, special formulas, special algorithms, and any other proprietary data) that one party (hereinafter referred to as the "Receiving Party") obtains from the other party (hereinafter referred to as the "Disclosing Party"), becomes aware of, or arises in the course of execution of this Agreement, regardless of the form or medium in which such information and materials are contained and regardless of whether the Disclosing Party has explicitly labeled and indicated the information as confidential at the time of disclosure, whether orally, visually or in writing.

8.2 Both parties shall take appropriate measures to safeguard the Confidential Information provided by the other party, with no less than than the level of care they use to protect their own Confidential Information. The Confidential Information may only be used for purposes related to this Agreement.

8.3 Both parties ensure that the Confidential Information is limited within their respective organizations to personnel responsible for the relevant business activities, and strictly restrict employees and ensure that individuals with access to the Confidential Information comply fully with the confidentiality obligations outlined in this clause.

8.4 The confidentiality obligations outlined in this Agreement do not apply to Confidential Information in the following circumstances:

a) The Confidential Information is lawfully owned by the Receiving Party at the time of or before the signing of this Agreement;

b) The Confidential Information has been made public or is available in the public domain at the time it was disclosed to the Receiving Party;

c) The Confidential Information is obtained by the Receiving Party from a third party with whom it had no obligation of confidentiality or non-disclosure;

d) The Confidential Information has been made public or can be obtained from public domain without violating the responsibilities agreed in this Agreement;

e) The Confidential Information is independently developed by the Receiving Party or its affiliates or subsidiaries without benefiting from the information obtained from the Disclosing Party or its affiliates or subsidiaries;

f) The confidentiality obligations do not apply if the Receiving Party is required to disclose the Confidential Information by a court order, law, or other administrative authorities. This includes situations involving verbal questioning, inquiries, requests for materials or documents, subpoenas, civil or criminal investigations, or other legal or administrative proceedings;

g) The confidentiality obligations do not apply if the Receiving Party discloses the information for purposes such as applying to administrative agencies, industry associations or other institutions for business qualifications, obtaining certifications, recognitions, or complying with national or industry standards, where the Receiving Party must limit the disclosure to the minimum amount necessary to fulfill the specific purpose, and require the receiving institutions or entities to protect the Confidential Information to a standard no less stringent than the confidentiality obligations under this Agreement.

8.5 Both you and TrueWatch hall make every reasonable effort to protect the Confidential Information from unauthorized disclosure. In the event of a breach of confidentiality, both parties agree to cooperate and take all reasonable measures to avoid or mitigate any resulting damage caused by the breach. If it causes losses to the other party, the breaching party shall compensate for such losses. Compensation shall be limited to direct material damages and shall not include indirect, consequential, or punitive damages unless otherwise expressly agreed upon in writing.

9. Service Activation, Termination, and Changes

9.1 After you have read and agreed to this Agreement by clicking “agree” or by other means of acceptance, the TrueWatch Services will be activated. Upon activation, you will receive the login credentials required to access the TrueWatch Services. The term of the service begins from the time of activation (not from the time you receive the login details or use the service).

9.2 Unless otherwise agreed or or if you have an outstanding payment, you may begin using TrueWatch Services immediately after activation. You are responsible for ensuring that your account balance remains sufficient to continue using the services. The services will terminate in accordance with applicable laws or the terms specified in the TrueWatch Service Agreement if your account balance becomes insufficient.

The service term may be terminated early under any of the following circumstances:

a) If mutually agreed by both parties for early termination;

b) If you are in serious breach of this Agreement (including serious violations of relevant laws and regulations, or serious breaches of any commitments under this Agreement), TrueWatch reserves the right to terminate the services immediately and delete all your data;

c) You understand and fully acknowledge that while TrueWatch has implemented (and will continue to enhance) necessary technical measures to protect against cybersecurity risks, including but not limited to computer viruses, network intrusions, and Distributed Denial of Service (DDoS) attacks, the inherent limitations and unpredictability of cybersecurity technology may still result in vulnerabilities.

If your website or activities result in:

  • Harm to TrueWatch’s networks or servers (including local or international networks and servers), such as excessive traffic, malware distribution, unauthorized access or any other harmful activities, or

  • Disruption of TrueWatch’s connectivity with the internet, specific networks, servers, or TrueWatch internal communications, TrueWatch reserves the right to suspend or terminate the services.

In the event of termination, service fees fees will be calculated based on the actual months of service provided, with daily proration for any period less than a month;

d) TrueWatch may terminate this Agreement by providing a 30-day notice on the on the TrueWatch website, or by sending an in-site notification or written notice to the User.

9.4 You understand and acknowledge that due to technical upgrades, service system enhancements, business strategy adjustments, or compliance with major national regulations, law or policy changes, TrueWatch cannot guarantee the permanent provision of the TrueWatch Services. TrueWatch reserves the right to modify the form, specifications, pricing, billing models, or other aspects of the services. Before terminating the services or implementing such changes, TrueWatch shall make reasonable effort to provide advance notice via website announcements, in-site messages, emails, SMS, or other appropriate methods.

10. Liability for Breach

10.1. If you violate any commitment, warranty, service usage terms and policies, and/or obligations specified in this Agreement, or if TrueWatch determines, at its sole discretion, that your usage behavior is abnormal, TrueWatch reserves the right to take one or more of the following measures : (1) restrict or suspend your use of the services; (2) terminate the provision of services and this Agreement; (3) initiate legal action to hold you accountable; (4) take any other measures deemed appropriate by TrueWatch. You are responsible for the losses incurred by TrueWatch or other users as a result of TrueWatch taking the aforesaid measures.

10.2. If you violate applicable laws, regulations, this Agreement, or any associated rules, resulting in losses to TrueWatch, claims or dispute from other users or third party, or penalties or enforcement actions from administrative bodies, you shall fully compensate TrueWatch, affected users, or third parties for actual losses incurred, including but not limited to, damages, penalties, and reasonable legal fees.

10.3 You understand and agree that, due to the inherent nature of computers and the internet, the following situations shall not constitute a breach by TrueWatch:

a) Temporary interruptions in service caused by system or server configuration, maintenance, or upgrades performed by TrueWatch.

b) Reduced website access speed due to internet congestion or factors beyond TrueWatch’s control.

10.4 If you are unable to use the services normally for 72 consecutive hours due to reasons attributable to TrueWatch, you may choose to stop receiving the services, unless for the issue caused by the factors beyond TrueWatch’s reasonable control, such as force majeure events, third-party actions, or other unforeseeable circumstances.

10.5 Under no circumstances shall TrueWatch be liable for any indirect, consequential, punitive, incidental, or special damages, including but not limited to, loss of profits, revenue, business opportunities, or data arising from your use of the TrueWatch Services. This limitation applies even if TrueWatch has been advised of the possibility of such damages.

11. Notices

11.1. When using the TrueWatch Services, you are required to provide accurate and valid contact information, including but not limited to your email address, contact number, and contact address. You are also obligated to promptly update any changes to your contact information to ensure continued reachability. Your member account (including any sub-accounts) for receiving in-site messages and system notifications shall also be considered valid contact information for the purposes of this Agreement.

11.2. TrueWatch will send various notices to one or more of your provided contact methods, as outlined above. These notices may contain content that significantly impacts your rights and obligations. You are advised to promptly review and address such notices to avoid any adverse consequences.

11.3 TrueWatch will deliver notices through the contact information you have provided. Notices are deemed delivered as follows:

a) Electronic Notices: Announcements, mobile text messages sent to your provided contact number, emails sent to your provided email address, system messages, and in-site messages sent to your account shall be considered delivered upon successful transmission.

b) Paper-Based Notices: Notices sent to your provided mailing address shall be deemed delivered on the fifth calendar day following the mailing date, unless returned as undeliverable.

11.4 You are responsible for ensuring that the contact information you provide to TrueWatch is accurate, valid, and updated in real-time. If legal documents or important notices cannot be delivered or are delayed due to inaccurate contact information, or your failure to provide updated contact details in a timely manner, you shall bear fully responsibility for any resulting legal consequences.

11.5 You acknowledge and understand that failing to review important communications from TrueWatch does not relieve you of your obligations under this Agreement or any associated terms and conditions.

12. Force Majeure

12.1. No party shall be held liable for failure to perform its obligations under the TrueWatch Service due to force majeure or other unforeseen events that make performance impossible, unnecessary, or commercially impracticable.

12.2. Force majeure unforeseeable events refer to circumstances that are unpredictable, unavoidable and insurmountable, and which have a significant impact on the ability of one or both parties to perform their obligations. These events include, but are not limited to natural disasters (floods, earthquakes, pandemics, or other acts of nature) and social events (wars, civil disturbances, governmental actions, major telecommunication disruptions, hacker attacks, network congestion, technical adjustments by telecommunications authorities, and new or amended government regulations).

13. Applicable Law and Dispute Resolution

13.1 The establishment, execution, interpretation and resolution of disputes under this Agreement shall be governed by the laws of Singapore.

13.2 In the event of any dispute from the execution, implementation or interpretation of this Agreement, both parties agree to make all reasonable efforts to resolve the dispute amicably through negotiation. If amicable negotiation fails, either party may initiate legal proceedings before the people’s court in the jurisdiction where the defendant is located.

14. Miscellaneous

16.1 The annexes to this Agreement, along with the service descriptions, price descriptions, and order pages you have agreed to on the TrueWatch website (including product-specific terms, service descriptions, operational documents, and other related materials), form an integral part of this Agreement. In the event of any inconsistencies, the order of precedence shall be as follows: (1) service descriptions, price descriptions, other order pages, (2) specific terms and annexes, and (3) general terms of this Agreement.

14.2 If there are changes to the content of this Agreement, TrueWatch will notify you 30 days in advance by posting the changes on the appropriate page of TrueWatch website. If you continue to use the TrueWatch Services after these modifications take effect, it shall be deemed that you have accepted the changes.

14.3 TrueWatch reserves the right to transfer all or part of its rights and obligations under this Agreement to an affiliate, provided that prior notice is given to you.

14.4 TrueWatch's decision to waive its rights under this Agreement in response to your negligence or breach shall not be interpreted as a waiver of its rights regarding any other or subsequent similar negligence or breach of contract. Any waiver must be explicitly provided in writing by TrueWatch to be effective.

14.5 If any provision of this Agreement is deemed void, invalid, or unenforceable by a court of competent jurisdiction, that provision shall be considered severable and shall not affect the validity and enforceability of the remaining provisions of this Agreement.

14.6 The provisions related to indemnity, limitation of liability, payment obligations, warranties, confidentiality, intellectual property, applicable law and dispute resolution, and any other clauses that by their nature are intended to survive, shall remain effective and binding despite the termination or expiry of this Agreement.

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