Terms Of Use

TERMS OF USE

These terms of use (the “Agreement”) govern the use and access of the iZia App and Website (as defined below) including any content, functionality and services offered on or through www.iZia.com (the “Website”) or the iZia App (“iZia App”) by iZia Pte Ltd, a company incorporated in Singapore with its address at 1 Gateway Drive, #10-09 Westgate Tower, Singapore 608531 (“iZia”).

This Agreement is entered into between you as the customer (“You” or “Customer”) and iZia (referred to individually as a “Party” or collectively as the “Parties”), where You wish to use the Website and / or iZia App (collectively the iZia Platform”) to engage service providers or an entity through which such independent service providers (collectively or individually referred to as “Service Provider/s”) who wish to provide Services (as defined hereinafter) to You. If you do not agree to accept and be bound by this Agreement, You must immediately stop using the iZia Platform.

PLEASE READ THIS AGREEMENT THOROUGHLY AND CAREFULLY. CAPITALISED TERMS IN THIS AGREEMENT HAVE THE MEANING GIVEN TO THEM IN EXHIBIT A.

THE PARTIES AGREE TO THE FOLLOWING:

a. GENERAL

1. This Agreement and the Privacy Policy constitute a legally binding agreement between iZia and the Customer. This Agreement sets out provisions that define the Customer’s legal rights and obligations with respect to its use of and participation in (i) the iZia Platform as a whole, including the classified advertisements, forums, various email functions and internet links, and all content and services available through the domain and sub-domains of iZia located at Website, and (ii) the online transactions between Customers and those Service Providers who are providing services via the iZia Platform. This Agreement incorporates by reference, the Privacy Policy through the link Privacy Policy as well as through the link titled “Privacy” on the Website and applies to all users of the iZia Platform.

2. The iZia Platform is owned by iZia.

3. You acknowledge that the iZia Platform serves as a venue for the online distribution and publication of information submitted and exchanged between Customers and Service Providers, bookings for Services and by using, visiting, registering for, and/or otherwise participating in the iZia Platform, including the availing of any services presented, promoted, and displayed on the iZia Platform, and by clicking on "I have read and agree to the terms of use", You hereby certify that: (1) You are a Customer, (2) You have the authority to enter into this Agreement, (3) upon confirmation of a booking by You, You authorise the transfer of payment for Services requested from the Website or the iZia App, and (4) You agree to be bound by all terms and conditions of this Agreement and any other documents incorporated by reference.

4. iZia reserves the right to ask for additional documents, including but not limited to, valid proof of age from You before delivering certain products. iZia shall have the right to refuse delivery in the event valid documents are not provided, or for any other reason as iZia deems fit.

b. GENERAL TERMS

1. iZia’s Role and Use of iZia’s Services

a) iZia enables Customers to avail of services on the iZia App and Website. While iZia as a marketplace helps facilitate transactions that are carried out on the iZia Platform, the Customer acknowledges that iZia is a technology services provider and is not providing the Services. The Services are provided by independent third party contractors who are not employed by iZia or any of its affiliates. Any contractual arrangements fulfilled at the completion or delivery of services by a Service Provider is solely between the Customer and the Service Provider.

b) The Customer agrees that, in accepting this Agreement, it does so to avail iZia services to connect with Service Providers for availing Services through the iZia Platform.

2. Account Creation

a) The Customer shall use the iZia Platform to contract directly with Service Providers for Services. The Customer must register itself with an online account on the iZia Platform and promptly submit details required in the registration form (“Registration Data”). The Customer acknowledges that such Registration Data, as submitted must be valid, true and correct. Upon acceptance of the Registration Data, iZia will open an account in the name and details provided by the Customer (the “Account”). The Customer shall be solely responsible for the confidentiality of its login credentials and any unauthorised use thereof.

b) The Customer agrees to comply with the Registration Data requirements in the registration form, and the other terms of this Agreement. The Customer’s registration on the iZia Platform may not be accepted if the Customer does not provide iZia with the required information. iZia reserves the right to decline any registration at its sole discretion. iZia reserves the right to undertake such checks and diligence as may be required to verify the identity of the Customer.

c) Upon successful registration of an Account, the Account shall remain valid indefinitely subject to suspension or termination in accordance with the terms of this Agreement. The Customer agrees to maintain the security of its Account information and the Customer is responsible for all activity in connection with its Account. By creating the Account and providing consent, the Customer agrees that communication may be made with the Customer via telephone, SMS or other means through any contact details that the Customer provides.

d) The Customer agrees that the iZia Platform will not be used for any illegal or unlawful purposes and the Customer shall use the iZia Platform solely in accordance with this Agreement and all Applicable Laws. The Customer will be solely liable for any willful or reckless misuse of the iZia Platform through the Account or otherwise.

e) The Customer shall not permit any unauthorised third party to use the iZia Platform under any circumstances and will not share his/her Account login details with any unauthorised third party. The Customer will at all times comply with such security requirements in relation to the use of the iZia Platform (including any requirements in relation to the verification of the Customer's identity) as are notified in writing to it by iZia from time to time. The Customer agrees to immediately inform iZia of any actual or suspected breach of iZia Platform security requirements or any improper use or disclosure of the Customers’ login details to the iZia Platform.

3. Devices And Communications

a) For registration on the iZia Platform, the Customers are encouraged to possess an electronic device (such as a smartphone, PC or handheld device), which is for optimum functionality of the iZia App with a functioning mobile number, the ability to read text messages (SMS) and push notifications sent by iZia (the “Device”).

b) If the Device is lost or stolen, the Customer must promptly inform iZia of such occurrence, to ensure that access to the iZia Platform via the Device is immediately blocked, suspended or deactivated so that the Device can no longer be used to access the iZia Platform. For the avoidance of any doubt, iZia does not have the ability to block, suspend or deactivate the Device itself but only, access to the iZia Platform from the Device.

c) When we contact a Service Provider on your behalf via the iZia Platform, the Customer consents that iZia may monitor and/or record those communications for quality assurance, customer satisfaction and other purposes.

d) By providing your telephone number(s), you consent to receive pre-recorded voice calls and SMS messages that may help you connect with Service Providers and/or iZia from time to time.

4. Service Requests

a) iZia connects Customers seeking services and Service Providers providing such services sought by the Customer.

b) The iZia Platform allows Customers to send a request for Service. Once a Service Request is made:

• iZia will send Service Requests to the available Service Providers based on their availability and internal allocation processes as solely determined by iZia.

• The Service Request may be accepted based on the availability of Service Providers for the required location at the requested time.

• Your request is subject to acceptance by a Service Provider. Once a Service Provider has accepted the Service Request, iZia will inform the Customer via an SMS, push notification or confirmation screen in the iZia App/Website. If no Service Provider is available to accept the Service Request, iZia will notify the Customer in the same manner.

c) The services provided through the iZia Platform shall include:

• Accepting Service Requests subject to the terms herein;

• Identifying Service Providers to provide Services;

• Remotely monitoring start and end of Service Request using the iZia App;

• Receiving and dealing with feedback, questions and complaints relating to Service Request;

• Providing customer support for grievances;

d) in each case in accordance with any relevant provisions of Applicable Laws.

e) Once a Service Request has been accepted, iZia may provide:

• The Customer with a booking confirmation through the iZia App, and information regarding the Service Provider; and

• The Service Provider with Customer details, such as services sought and location, necessary to enable the Service Provider to provide the services.

• While iZia requests each Service Provider to use all reasonable efforts to arrive prior to requested service time slot, if there is any delay, the Customer should contact the Service Provider through the iZia App or by contacting iZia via in-App support or at its call centre, if available.

f) The Customer agrees that upon a Service Request being allocated to the Service Provider on the iZia App as described above, the acceptance and completion of a Service Request will constitute an independent Services contract between the Service Provider and the Customer. The Customer agrees that upon accepting the Service Request, iZia may provide to the Service Provider, the service location, mobile phone number of the Customer, rating of the Customer and such other information to enhance and facilitate the provision of Services by the Service Provider directly to the Customer, and for the Service Provider to identify the Customer.

g) Once a Service Request is allocated to the Service Provider, iZia will provide the Service Provider with the necessary Customer details in order to enable the Service Provider to provide the Services directly to the Customer.

h) If the Customer needs to cancel an assigned Service Request, the Customer must immediately contact iZia’s customer care or may cancel an assigned Service Request through the iZia App.

i) The refund of any payments made by You towards the booking of the Services shall be governed by iZia’s Cancellation Policy as provided herein or as updated by iZia from time to time on the iZia Platform.

j) If you have provided your consent to receive the following, iZia or its authorised representative, shall provide information regarding services, discounts and promotions provided by iZia to You by way of an SMS, WhatsApp or email to Your registered mobile number/registered email ID. You also have the option to discontinue receiving such information at any point of time. To discontinue receiving such information, You may at any point of time visit the unsubscribe using the link provided in the promotional email / message.

k) If the Customer requires any assistance in relation to the iZia Platform or any Service Request, they should contact the iZia customer care or send an email to cs@iZia.com .

l) The contract for Services will be a contract solely between the Service Provider and the Customer. At no time will iZia or its Affiliates have any obligations or liabilities in respect of such a Services contract between the Service Provider and the Customer.

5. Customer’s Representations

a) The Customer undertakes that it shall conduct itself in accordance with all Applicable Laws, in a respectful, courteous manner, and allow Service Providers a safe and conducive environment to provide the Services.

b) The Customer agrees that it will be solely responsible, (a) to ensure its own safety and security, and that of the Service Providers; (b) not to undertake or assist in any unlawful, immoral, or illegal activity (c) for any unauthorised use of the iZia Platform.

c) iZia and the Service Provider are authorised to charge a Fee or applicable charges for the iZia Platform and Services, and the Service Provider has agreed to appoint iZia to communicate such Fee to the Customers. The Customer authorises iZia to calculate the Fee in accordance with its internal policies and Applicable Laws. The Customer may contact iZia if the recommended Fee is not agreeable, however continued use of the iZia Platform and availing of Services shall constitute consent with regard to the Fee communicated to the Customer on behalf of the Service Provider .

d) If the iZia Platform so permits in the relevant jurisdiction, the Customer may have the option to provide a rating and feedback of the Service Provider on the iZia App after delivery of each Job. The Customer agrees that the Service Provider may also be granted the option to provide a rating and feedback of the Customer. Any such feedback must at all times, comply with Applicable Laws in that jurisdiction in relation to public decency, morals and religious harmony.

6. No Discrimination

iZia prohibits discrimination against Service Providers based on race, religion, caste, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic that may be protected under Applicable Laws. Such discrimination includes, but is not limited to, any refusal to accept Services based on any of these characteristics. If it is found that You have violated this prohibition You will lose access to the iZia Platform. Applicable laws in certain jurisdictions may require and/or allow the provision of Services by and for the benefit of a specific category of persons. In such jurisdictions, services provided in compliance with these laws and the relevant applicable terms are permissible.

7. iZia’s Obligations

Except as expressly stated in this Agreement, iZia or its Affiliates’ obligations include but may not be limited to (a) managing and operating the iZia Platform and providing a marketplace to the Customer for entering into a contract with Service Providers in respect of Service Provider’s independent business of providing Services; (b) being a platform for the Customer to directly contract for Services with Service Providers; (c) issuing a payment summary to the Customer for the Fee paid; and (d) Fee collection in respect of the transactions between Service Provider and Customers.

8. Payment Terms

a) The Customer agrees that the payments between the Customer and iZia will be settled and paid in the manner set out in Exhibit B. All Fee shall be quoted in Singapore Dollars and shall be exclusive of applicable taxes.

b) Customer appoints iZia as its representative, to collect the Fees/Total Fee (as applicable and set out herein) and acknowledges that iZia does so on behalf of the Service Providers and where applicable for the amounts owed to iZia by the Customer.

c) Customer hereby authorises iZia to act on its behalf in settling any payment related disputes between the Customer and Service Providers, and iZia shall on a commercially reasonable basis, attempt to settle such disputes. In case of any such dispute, the Customer may at the request of iZia or on its own behalf provide iZia with any relevant data and information and hereby permits iZia to act on Customer's behalf. Any decision taken by iZia in good faith in settling such a dispute will be final and binding on the Customer. Customer shall indemnify and hold iZia harmless from any liability and agrees not to make any claim against iZia in relation to any such decision taken in good faith in settling the dispute on behalf of the Customer.

9. Confidentiality

a) The Parties to this Agreement may be provided or have access to Confidential Information. Each Party must keep confidential all Confidential Information, not use or disclose Confidential Information except as permitted under this Agreement, and not sell or disclose the Confidential Information to any third party without the other Party’s prior written consent.

b) Without limiting the Confidentiality provisions in Clause 2.9(a), the Customer must not copy, download or extract any Confidential Information from the iZia services without iZia’s prior written consent.

c) Upon termination of this Agreement, the Party in possession of the other’s Confidential Information must promptly return or destroy the Confidential Information, unless retention of the information is required under Applicable Law.

10. Privacy

iZia and its Affiliates store and process personal data in accordance with the Privacy Policy, relevant Consumer Protection Laws and this Agreement (a) to facilitate the Customer’s use of the iZia services to avail Services, including to help the Customer address problems with the iZia App, to facilitate communications between the Customer and Service Providers, (b) to facilitate the Customer's use of the iZia App, booking of service requests for Services, (c) to make any required disclosures to any relevant authorities and government or regulatory bodies, (d) for purposes permitted by law, and (e) for other purposes described in further detail in the Privacy Policy.

11. Intellectual Property Rights

a) All Intellectual Property Rights in the iZia services and Confidential Information disclosed or made available by iZia (“iZia IP”) remain the property of iZia, its Affiliates and/or its third-party licensors. Except as expressly stated, nothing in this Agreement grants the Customer any rights in or related to the iZia IP, and all rights not expressly granted to the Customer are reserved by iZia.

b) The Customer must not: (a) copy, reproduce, modify, create derivative works of, or attempt to derive the composition or underlying information, structure or ideas of, any iZia IP; (b) reverse engineer, decompile or otherwise endeavour to obtain the source code to any software in the iZia Platform (save to the extent that it cannot be prohibited from so doing under Applicable Law); (c) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the iZia services; (d) use any iZia IP in a way that infringes or misappropriates a third party’s Intellectual Property Rights or moral rights; (e) distribute, disclose or allow use of any iZia IP by any third party in any format, through any time sharing service, service bureau, network or by any other means; (f) merge or combine any iZia IP with any other technology not provided by iZia; or (g) remove any proprietary notice language on any copies of any iZia IP.

c) Subject to the terms of this Agreement, iZia grants the Customer a limited, revocable non-exclusive, personal, non- transferable licence (without the right to sub-licence) to use and access the iZia services solely for the purpose of availing of Services (including for facilitating the communication, and collection of Total Fee).

d) The Customer is solely responsible for any notes, messages, e-mails, billboard postings, photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or information posted or transmitted through the iZia Platform by or on behalf of the Customer (“Customer Content”). The Customer must ensure that such Customer Content complies with all Applicable Laws and is not defamatory, grossly harmful, blasphemous, paedophilic, invasive of another’s privacy, ethnically objectionable, disparaging, relating to or encouraging money laundering, libelous, hateful, racist, violent, obscene, pornographic, unlawful, or otherwise offensive and does not infringe any third party’s rights (including intellectual property rights).

c. ADDITIONAL TERMS

1. Acceptance of Services through the iZia Platform

The Customer agrees that, in booking Service Requests through the iZia Platform:

a) it will comply with all Applicable Laws;

b) it will not engage in any acts of wrongdoing, dishonesty or unethical business practices, including inappropriate behaviour with a Service Provider;

c) it will not engage in any false identification, whether by telephone, text (SMS), email or other means;

d) it will not make any representations, promises, guarantees or warranties on behalf of iZia;

2. User Information

iZia may provide the Customer with personal information relating to Service Providers who agree to undertake the Services for the Customer. The Customer agrees that:

a) it will not use such personal information except as required to obtain the products or services and remain in compliance with Applicable Laws and ensure that such Service Provider’s data will not be used for any other purposes including but not limited to marketing;

b) it will not disclose, rent, sell or otherwise provide such information to any third parties without iZia’s and the Service Provider’s consent;

c) it will not use, or attempt to use, this information in a manner that would violate this Agreement;

d) it will take reasonable and appropriate administrative, physical and technical measures to protect the security, integrity and confidentiality of iZia’s and Service Provider’s information that it receives from iZia, and will promptly report all data breaches or other information security events to iZia;

e) if the Customer’s account with iZia is no longer active or is terminated, it will not represent that it receives services through iZia.

3. Disputes with Customers

a) The Customer will cooperate with iZia if iZia attempts to facilitate the resolution of any Customer dispute or complaint between the Customer and a Service Provider in relation to a Service Request.

b) iZia is under no circumstances liable to the Customer or any other person for the resolution of (or failure to resolve) any such matter. iZia reserves the right to charge the Customer for any amounts iZia pays to a Service Provider in connection with any such dispute or complaint, including disputes regarding the Customer’s conduct or misrepresentation and the Customer agrees to reimburse iZia for any such payments and costs, expenses or attorneys’ fees that iZia incurs in connection with such dispute.

c) The Customer agrees that iZia has the right to disclose any information iZia retains regarding the Customer to any authorities requesting information from iZia regarding any product, services or advice the Customer may have obtained.

4. Informational Requests

The Customer agrees to comply with iZia's reasonable informational requests from time to time in connection with the iZia Platform, including providing information to be used by iZia (or our service providers) to perform background checks, credit checks, evaluations of reputation and character and other assessments, and to confirm status if iZia has connected the Customer with a Service Provider. The Customer agrees to immediately notify iZia if any information it has provided to iZia, or any relevant information about the Customer, has changed among other relevant information.

5. Fraud or Other Willful Misconduct

a) You understand that, in the event of willful misconduct by the Customer against iZia or any Service Provider, including but not limited to fraud, theft, iZia shall assess against the Customer, in addition to all other fees, damages and penalties to which it may be entitled, a fee commensurate to the value of such fraud, theft, willful damage or other willful misconduct. This fee shall constitute compensatory damages for the time and effort of iZia’s employees, agents, representatives and attorneys in addressing, investigating, and rectifying the Customer’s misconduct, and the Customer hereby agrees that such fee is reasonable and appropriate.

b) We reserve the right, but shall not be obliged to:

• monitor, screen or otherwise control any activity, content or material on the iZia Platform and/or through the Services. We may in our sole and absolute discretion, investigate any violation of the Agreement and may take any action we deem appropriate to:

• prevent or restrict access of any Customer to the Platform and/or the Services;

• report any activity we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities, and to co-operate with such authorities.

6. Indemnities

To the maximum extent permitted by Applicable Laws, the Customer will indemnify, defend and hold harmless (and continue to indemnify, defend and hold harmless) iZia and its Affiliates (and their respective directors, officers, employees, agents and representatives) (“Those Indemnified”) from and against any direct losses, damages, liability, claims, costs, penalty and expenses (including, legal and court fees) incurred by Those Indemnified arising out of or in connection with any:

· breach by the Customer of any terms under this Agreement;

· breach by the Customer of any Applicable Law;

· misrepresentation or fraudulent, dishonest, unlawful or negligent act or omission of the Customer committed in the course of obtaining the Services;

· personal injury (including sickness and death) or property damage of, Service Providers or any third party in connection with the Services (including in connection with any harassment, misconduct); or claim by a Service Provider or any other third party in connection with the Customer’s use of the iZia Platform except to the extent such claim is caused by any act or omission of iZia.

7. Representations and Warranties

a) Each Party represents and warrants that they have all requisite power and authority to perform their obligations under this Agreement, and that entering into and exercising any rights, performing any obligations and/or carrying out any transaction contemplated under this Agreement will not breach any applicable law or regulation (including any guidelines, rules, regulations, and any judicial, official, governmental and/or statutory and/or regulatory orders and/or judgments whether interim, final or otherwise), or breach any other contract they are a party to.

b) Each Party must immediately notify the other Party as soon as it becomes aware of any circumstances which affect (or are likely to affect) the accuracy of the representations and warranties in this Section.

c) All express or implied guarantees, warranties, representations, or other terms and conditions relating to this Agreement or its subject matter, not contained in this Agreement, are excluded from this Agreement to the maximum extent permitted by law.

d) Without limiting the Representations and Warranties, iZia Services and all other technology developed by iZia are provided on an “as is” and “as available” basis and, to the maximum extent permitted by law, iZia makes no representation, guarantee or warranty to the Customer of any kind, whether express or implied, including with respect to: (a) the condition, suitability, quality, performance, accuracy, completeness, merchantability or fitness for a particular purpose of the iZia services or any functionality provided through the iZia App; and (b) the compatibility of the iZia App or any other installed technology with the Device.

e) iZia attempts to be as accurate as possible. However, iZia does not warrant that product descriptions or other content of any Service Provider or Service is accurate, complete, reliable, current, or error-free.

8. Liability

a) To the maximum extent permissible by Applicable Laws, the Customer agrees to hold iZia free from the responsibility for any liability or damage that may arise out of the Services. iZia is not responsible for the conduct, whether online of offline, of any user of the iZia Platform, Customer or Service Provider and will not be liable for any delay, claim, injury, or damage arising in connection with any Services.

b) To the maximum extent permissible by Applicable Laws, iZia or its Affiliates shall not be liable (whether from breach of this Agreement, tort (including negligence), breach of statutory duty or otherwise) for (a) any indirect or consequential loss or damages; or (b) theft, loss of profits, revenue, goodwill, anticipated savings, business or opportunity, or loss or corruption of data, even if advised of the possibility of such damages.

c) iZia or its Affiliates shall take reasonable measures to safeguard Customers against unauthorised use. iZiaor its Affiliates will additionally not be held liable for the actions of third parties whose actions it does not have control over.

d) The Customer agrees that it is solely liable for (a) any accidents, incidents and issues attributable to the condition of the premises where the Services are sought; and (b) breach of any Applicable Laws. iZia will not be liable for any such accidents, incidents, issues, breaches, costs and expenses. Each Customer should exercise caution and common sense to protect its personal safety and property, just as a reasonable person would when interacting with any person such person does not know.

9. Termination

a) iZia may terminate this Agreement with immediate effect upon notice to the Customer: (a) if it is deemed necessary to comply with any Applicable Law; (b) to protect iZia or its Affiliate interests in the event the Customer engages in inappropriate acts/omissions; (c) if the Customer has committed a breach of this Agreement; or (d) for convenience.

b) Upon termination of this Agreement for any reason: (a) the Customer’s rights to use the iZia Services will cease immediately, the registration with iZia and the Account of the Customer will cease to apply, and iZia may block the Customer’s access to the iZia App; (b) the Customer must pay to iZia all amounts due and owing to iZia at the date of termination, owed prior to the date of termination; (c) the Parties must cease acting in a manner that would imply a continuing relationship between the Parties and all activities contemplated under this Agreement.

c) The following Sections will survive termination of this Agreement together with any other terms of this Agreement which by their nature do so: Confidentiality, Privacy, Intellectual Property Rights, Indemnities, Liability, Termination and Governing Law and Dispute Resolution.

d) Termination of this Agreement will not prejudice any rights of the Parties that may have accrued prior to such termination.

10. Notices

Any notices, requests and other communications required or permitted under this Agreement must be in writing and sent to the recipient Party as follows (as amended time to time by the recipient Party by notice to the other Party):

To iZia by email to: cs@iZia.com

To Customer: By email or text message (SMS) to the email address or mobile number (as applicable) specified in the Account or through In-App communications.

11. Entire Agreement and Precedence

This Agreement and corresponding policies constitute the entire agreement between the Parties which will supersede and override all previous communications (either oral or written) between the Parties with respect to the subject matter of this Agreement. Neither Party has relied upon (or shall have any remedies in respect of) any representation not expressly set out in this Agreement. Nothing in this clause shall limit the liability of either Party for fraudulent misrepresentation.

12. Relationship between Parties

a) In this Agreement, iZia operates as a technology service provider in that it provides the Customer with access to the iZia Platform. None of the provisions set out in this Agreement shall be interpreted as creating the relationship of employer and employee or engager and worker between the Customer and iZia at any time, under any circumstances or for any purpose. Nothing in this Agreement shall create a joint venture or partnership or render the Customer an agent or partner of iZia and the Customer shall not hold himself/ herself out as such. The Customer acknowledges and agrees that the Service Providers are not employed by iZia or its affiliates nor are its agents, that the Service Providers’ provision of Services to the Customer creates a direct business relationship between Customer and Service Provider and that iZia or its Affiliates are not responsible or liable for the actions or inactions of a Service Provider in relation to the Service Provider’s activities.

b) The Customer agrees not to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of iZia or its Affiliates.

13. Governing Law and Dispute Resolution

a) This Agreement shall be governed in all respects by the laws of the Republic of Singapore.

b) You agree that the courts of Singapore shall have non-exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with this Agreement.

14. Amendments to this Agreement

We reserve the right, at our sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement and/or the Privacy Policy or other applicable policies/ terms being issued by iZia, whether overall or specific to a service or a benefit at any time, effective with or without prior notice. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using the iZia Platform. Your continued use of the iZia Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

D. MISCELLANEOUS

1. Availability of iZia Platform and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the iZia Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the iZia Platform or any part of the Services.

2. Assignment: The Customer may not assign or transfer any of their rights, interests or obligations under this Agreement to any third party without the prior written consent of iZia. iZia may assign its rights and interests under this Agreement to any person whosoever.

3. Force Majeure: Any delay in or failure to perform any obligations by either Party under this Agreement will not constitute a breach of this Agreement to the extent caused by acts or orders of any government authorities, acts of God, fire, flood, explosion, epidemic, pandemic, riots, war, rebellion, insurrection or other event beyond the reasonable control of that Party (“Force Majeure”). A Party affected by a Force Majeure must: (a) notify the other Party within seven (7) days after it becomes aware of the event of Force Majeure; and (b) use all reasonable efforts to avoid or minimise the effects of such Force Majeure and commence performance of its obligations as soon as such Force Majeure ceases. If a Force Majeure event continues for a continuous period of more than 7 days, either Party may terminate this Agreement by notifying the other Party.

4. Waiver: Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on the part of either Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.

5. Severability: If any provision is held to be prohibited or unenforceable in any jurisdiction then the remaining provisions shall remain valid and enforceable to the extent permitted by law.

6. Rights cumulative: Subject to any express provision in this Agreement to the contrary, the rights, powers or remedies of a Party under this Agreement are cumulative and in addition to, and do not exclude or limit, any right, power or remedy in any other part of this Agreement or otherwise provided at law or in equity.

7. No Third Party Rights: A person who is not a party to this Agreement shall have no right under the Singapore Contracts (Rights of Third Parties) Act 2001 to enforce any of this Agreement and the application of the Singapore Contracts (Rights of Third Parties) Act 2001 is expressly excluded.

EXHIBIT A

DEFINITIONS AND INTERPRETATION

DEFINITIONS

In this Agreement:

“Account” has the meaning given in Clause 2.2a.

“Affiliates” means the entity that, directly or indirectly, controls, is under the control of, or is under the common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on the winding up.

“Applicable Laws” means (whether in the Area of Operation or any other relevant jurisdiction) all laws, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by- laws, rules, statutory rules of an industry body, statutory and mandatory codes or guidelines or the like, writs, orders, injunctions, judgments and generally accepted accounting principles applicable from time to time.

“Area of Operation” means the area within Singapore where the Customer will be booking Service Requests.

“Business Day” means any day excluding a Saturday, Sunday or banking/public holiday in the Area of Operation.

“Confidential information” means any information (whether or not in material form, whether in writing or orally, or whether or not disclosed before or after the commencement of this Agreement) of whatever kind belongs to iZia or its Affiliates or third party licensors and disclosed or revealed by or on behalf of iZia (or accessed by the Customer) under or in relation to this Agreement that is marked as confidential, is by its nature confidential, or which the Customer ought reasonably to know is confidential, including the information about Service Providers (including personal data), phone numbers, market information, the contents of iZia services including the iZia App (including all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code) and this Agreement, but does not include any information that: (a) is published or has otherwise entered the public domain without a breach of this Agreement; (b) is obtained from a third party who has no obligation of confidentiality to iZia or its affiliates or third party licensors; or (c) is independently developed without breach of this Agreement.

“Customer” has the meaning ascribed to it in the recitals of this Agreement.

“Customer Content” has the meaning given in the Intellectual Property Rights Section.

“Fee” means the total fees charged by the Service Provider to the Customer for the Services and collected by iZia on behalf of the Service Provider. Total fee may include any iZia Commission, or other charges as communicated to the Customer and Service Provider from time to time.

“iZia App” means the electronic interface where the Account is accessible on mobile devices such as a phone, tablet, or watch, which enables access to the iZia Platform by the Customer (and the Customer as applicable). Login credentials (user ID and password) for which will be provided by iZia or its Affiliates to the Customer.

“iZia Commission” means the amounts charged to a Customer for use of the iZia App, access to a potential customer base etc..

“iZia IP” has the meaning given in Clause 2.11(a).

“iZia Platform” means collectively the iZia App and Website together with any related programs, software, loyalty schemes, mobile applications owned (or licensed to and controlled), by iZia or its Affiliates, and other URLs and/or digital technology platform that enables the Customers to contract for Services directly with Customers, as may be specified by iZia or its Affiliates from time to time.

“Information” means the Registration Data and all other details provided by the Customer under this Agreement (whether before, during or after the Customer’s registration on the iZia Platform and successful creation of the Account).

"Intellectual Property Rights" means all right, title and interest (whether legal, equitable or otherwise) in and to copyright, rights in databases, patents, trademarks, service marks, design rights, get-up, logos, rights in goodwill, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names, domain names and semi-conductor topography rights (and including future and contingent rights, rights to claim damages for prior infringement and other accrued rights of action, applications for registration of any of the foregoing and any rights to make such applications) together with any similar rights as may exist from time to time anywhere in the world;

“Party” and “Parties” have the meaning given in the “Parties” section on the front page of this Agreement.

“Privacy Policy” means iZia’s then current privacy policy available at the Website and/or the iZia App, as amended from time to time in accordance with Privacy Section.

“Registration Data” has the meaning given in Clause 2.2(a).

“Service Request” means a request placed by the Customer on the iZia Platform to access the Services offered by iZia.

“Services” means the various services offered to a Customer by the Service Provider as selected by the Customer through the iZia App.

“Total Fee” means the Fee and any additional fee including taxes, cess, safety costs payable to iZia or third parties, subscription schemes or packages and/or the Cancellation Fee (as applicable) specified on the iZia Platform as payable by a Customer for the Services.

INTERPRETATION

In this Agreement, unless otherwise stated:

a. headings are for convenience only and do not affect the interpretation of this Agreement;

b. the singular includes the plural and vice versa;

c. words that are gender-neutral or gender specific include all genders;

d. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

e. the words 'such as', ‘for example’, 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;

f. a reference to:

(i) any legislation or to any section or provision of it includes all ordinances, by- laws, regulations, rules and other statutory instruments issued under it;

(ii) This Agreement or any other agreement, document or instrument (or a provision of the same) includes this Agreement or such other agreement, document or instrument as amended, novated, supplemented, varied or replaced from time to time;

(iii) a person includes an individual, partnership, joint venture, trust, corporation or any other entity or association whether or not it is incorporated or has a separate legal identity;

(iv) a Party includes that Party's executors, administrators, successors, and permitted substitutes and assigns, including any person taking by way of novation;

(v) “SGD” or “Singapore Dollar” is to the lawful currency of the Republic of Singapore;

(vi) anything (including a right, obligation or concept) includes each part of it; and

(vii) a clause, paragraph or section is a reference to a clause, paragraph or section of this Agreement;

g. in determining the time of day, the relevant time of day is the time in the Area of Operation;

h. if a period of time is calculated from a particular day, act or event (such as the giving of a notice), it is to be calculated exclusive of that day, or the day of that act or event;

i. no rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part of it.

EXHIBIT B

COMMERCIAL TERMS

(i) iZia reserves the right at its sole discretion to charge Fees to Customers for use of the iZia App, viewing posted Services or other services that iZia may provide in the future.

(ii) The Customer acknowledges and understands that iZia may offer different incentives and these may be based on different parameters with different benefits.

(iii) iZia may appoint a third-party payment service provider for enabling payment for Services. Customer will be required to provide pre-authorization to the payment service provider to tie up their credit / debit card to the payment gateway and make deductions for payment for Services and agrees to follow the procedure set out below for payment:

a. Upon placing a Service Request, the payment service provider shall hold the estimated Fee for the service(s);

b. Upon completion of Service Request, if there are additional costs incurred (e.g. ERP, additional purchases), Customer shall allow the payment service provider to deduct the Fee together with any additional charges, and provide Customer a final invoice/receipt after such deduction. The Customer may be required to pay iZia a certain amount for the use of the platform, in accordance with this Agreement; which shall be communicated to the Customer from time to time.

(iv) Without limiting the Amendments to this Agreement Section, iZia reserves the right to change the rates and payment terms between the Customer and iZia and/or the Service Provider and the same will be communicated to the Customer, from time to time. Where the Customer does not consent to or agree with such changes, they may contact iZia as set out herein, or choose not to avail of the Services.

(v) Pursuant to any settlement that the Customer is required to make with iZia under the terms of this Agreement, whether for a breach of this Agreement or otherwise (“Settlement”), iZia will send a report of the Settlement to the Customer giving details of the amounts and reasons thereof. The Customer must make payment of the amounts mentioned in the Settlement to iZia within 7 days from the date of issue of such Settlement details. If the Customer fails or refuses to make payment in respect of such Settlement within this period, iZia will have the right, without any reference to the Customer, to claim the Settlement amount, which will be payable by the Customer on demand.