These Terms and Conditions (the “Terms” or “Agreement”) for Hummingbird Analytics Platform (“Platform”) and service(s) are abstracts of the legal agreement between you (“Customer”), and Explora Testing Limited, Inc. (“Explora”). Customer should refer to the agreement signed by both parties for the complete Terms. Explora reserves the right at any time to modify these Terms in its sole discretion, without liability to Customer. USER SUBSCRIPTION 1.1. Subject to the Customer purchasing the Subscription Plan and the other terms and conditions of this Terms of Use, the Company grants to the Customer a non-exclusive and non-transferable right, without the right to grant sublicenses, to permit the Customer and his Authorised Users to use the Platform during the term of such Subscription Plan solely for the Customer’s internal business operations. 1.2. The Customer shall not: (a) except as may be allowed by any applicable laws and regulations which are incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or (b) access all or any part of the Platform in order to build a product or service which competes with the Platform; or (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users. 1.3. The Subscription Plan consists of four (4) types of plans the Customer may choose from, of which shall be entered into the Purchased Plan of the Agreement prior to the signing of the same. Should the Customer opt to purchase the yearly advanced plan or premium plan, it shall be entitled to three (3) user training sessions provided by the Company free of charge. A minimum purchase of three (3) months is required for our subscription plans. 2. PRIVACY 2.1. The Customer agrees that the Company is permitted to collect, hold, store, process transfer, or lock certain Customer Data under the privacy policy of the Company (“Privacy Policy”). The Customer further acknowledges and agrees that the Company as well as its representatives and/or agents may from time to time amend, modify or otherwise update this Privacy Policy at its discretion, without prior notification to the Customer. The Customer shall be bound by the Privacy Policy as may be amended, modified or otherwise updated and also inform the Authorised Users accordingly 3. SERVICES 3.1. The Company shall, subject to the Customer’s Purchased Package, provide and make available to the Customer the following Services, with reasonable skill and care: (a) Data migration, reparation, integration (b) Data preparation service (c) Support, training, maintenance 4. PAYMENT 4.1. In consideration for the Subscription Services provided by the Company to the Customer, the Customer agrees to make upfront payment of the Initial Subscription Term seven (7) days before the start of the subscription period. The customer also agrees to pay the monthly Subscription Fee and any additional monthly support service charges and/or fees for Add-Ons as provided in Schedule 1 on or before the first day of each subscription month, in accordance with the terms of the relevant Subscription Plan purchased by the Customer as provided in the Purchased Package. 4.2. In the event that the Company has not received payment of any Subscription Fee and/or any monthly service charges on or before the first day of the next subscription month, and without prejudice to any other rights and remedies of the Company, the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Platform and Company shall be under no obligation to provide any or all of the Platform while the invoices concerned remain unpaid. 4.3. The Customer agrees and undertakes to pay the entire Subscription Fee for the Initial Subscription Term in the event of early termination of the Purchased Package. 4.4. Notwithstanding the above, the Parties agree that the Customer may choose to subscribe for a yearly package (“Yearly Package”), of which the Customer shall be entitled to a rebate in the amount equivalent to one (1) month Subscription Fee for such Purchased Package (“Rebate”), provided that the Customer shall make upfront payment of the full amount of the yearly Subscription Fee seven (7) days before the start of the subscription period. Rebate will be provided to Customer on the sixth (6th) day of the eleventh (11th) month of the subscription period. 4.5. In the event that the Customer subscribes to any monthly Add-On and/or Support Service during the subscription period, the payment amount should be calculated on a pro-rata basis for the first month if the start date of the service subscription is different from that of the master subscription plan. 4.6. The Customer agrees and understands that the monthly fees for Add-Ons are charged on a monthly recurring basis upon purchase unless terminated by the Customer by way of written notice to the Company not less than fourteen (14) days prior to the subsequent month. 5. INTELLECTUAL PROPERTY 5.1. The Customer acknowledges and agrees that the Platform and the Intellectual Property Rights of whatever nature in the Platform are and shall remain the property of the Company. 5.2. The Customer acknowledges and agrees that any and all trademarks, trade names, trade secrets, database right, copyrights, patents, licenses and other Intellectual Property Rights created, developed, embodied in or in connection with the Platform or any enhancement thereto shall be and remain the sole property of the Company and the Customer undertakes to assign (or cause to be assigned) all its interest therein, if any, to the Company or the Company’s nominee. The Customer shall not during or at any time after the termination of this Agreement in any way question or dispute the ownership by the Company of any such rights. 6. CONFIDENTIALITY 6.1. Both Parties to this Agreement undertake, except as provided below, to treat as confidential and keep secret all information marked “confidential” or which may reasonably be supposed to be confidential, including without limitation, information contained or embodied in the Platform and other information supplied by the Customer or the Company (collectively referred to as the “Confidential Information”) with the same degree of care as its employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this Clause 6 shall not extend to any information which was rightfully in the possession of either Party prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at future date (otherwise than as a result of a breach of this Clause 6). A Party’s Confidential Information shall not be deemed to include confidential information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other Party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 6.2. Both Parties shall not without the prior written consent of the other Party divulges any part of the Confidential Information to any person except: (a) to their own employees and then only to those employees who need to know the same; (b) to a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other Party and then only in pursuance of such right duty or obligation; 7. LIMITATION OF LIABILITY 7.1. Except as expressly and specifically provided in this Agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Platform and for conclusions drawn from the use of the Platform. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer or the Authorised Users in connection with the Platform, or any actions taken by the Company at the Customer’s or Authorised Users direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. 8. TERMINATION 8.1. This Agreement shall commence upon signing of this Agreement and shall continue in accordance with the Customer’s Purchased Package, unless: (a) either Party notifies the other Party of termination, in writing, at least fourteen (14) days before the expiry of the Purchased Package, in which case this Agreement, shall terminate upon the Effective Termination Date; or (b) otherwise terminated in accordance with the provisions of this Agreement; 8.2. The Company may, without notice, suspend the Customer’s access to any or all of the Platform if: (a) usage of the Platform by the Customer or the Authorised User is in violation of any laws, rules and/or regulations; (b) repeated instances of posting or uploading materials that infringe or is alleged to infringe intellectual property rights belonging to others; (c) failure on the part of the Customer to make payment to the Company.