MASTER SERVICE AGREEMENT

1. DEFINITIONS

The following terms have the meanings set forth below:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• "Agreement" means this Master Service Agreement.
• "Customer" means the entity that has entered into this Agreement with Portqii.
• "Customer Data" means electronic data and information submitted by or for Customer to the Services.
• "Documentation" means the applicable Service's usage guides available at the designated documentation portal.
• "Order Form" means an ordering document that specifies the Services to be provided and is entered into between Customer and Portqii.
• "Services" means the products and services that are ordered by Customer under an Order Form and made available online by Portqii.
• "Users" means individuals who are authorized by Customer to use a Service.

2. SERVICES

1. Provision of Services. Subject to the terms of this Agreement, Portqii will provide the Services as specified in the applicable Order Form during the subscription term.
2. Service Availability. Portqii will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime.
3. Support Services. Portqii will provide technical support for the Services as described in the applicable Service Level Agreement or support documentation.
4. Service Modifications. Portqii may modify the Services from time to time, provided that such modifications do not materially reduce the functionality of the Services.

3. CUSTOMER RESPONSIBILITIES

1. Authorized Use. Customer will use the Services only for its internal business purposes and in accordance with this Agreement and applicable law.
2. User Management. Customer is responsible for Users' compliance with this Agreement and will promptly notify Portqii of any unauthorized use.
3. Data Accuracy. Customer is responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data.
4. Security. Customer will use reasonable security measures to prevent unauthorized access to or use of the Services.

4. PAYMENT TERMS

1. Fees. Customer will pay all fees specified in the Order Form. Except as otherwise specified, fees are based on Services purchased and not actual usage.
2. Payment Terms. Payment obligations are non-cancelable and fees paid are non-refundable except as expressly stated in this Agreement.
3. Late Payments. If any fees are not received by the due date, Portqii may charge interest at 1.5% per month or the maximum rate permitted by law.
4. Taxes. Customer is responsible for all taxes, duties, and other governmental charges except for taxes based on Portqii's net income.

5. INTELLECTUAL PROPERTY

1. Portqii IP. Portqii retains all right, title, and interest in and to the Services and all related intellectual property rights.
2. Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data.
3. License Grant. Subject to the terms of this Agreement, Portqii grants Customer a non-exclusive, non-transferable right to access and use the Services during the subscription term.
4. Feedback. Customer may provide suggestions or feedback about the Services. Portqii may use such feedback without restriction or obligation to Customer.

6. CONFIDENTIALITY

1. Definition. "Confidential Information" means information disclosed by one party to the other that is marked as confidential or would normally be considered confidential under the circumstances.
2. Protection. Each party will protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
3. Exceptions. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party.
4. Duration. The obligations in this section will survive termination of this Agreement for a period of five (5) years.

7. WARRANTIES AND DISCLAIMERS

1. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.
2. Service Warranty. Portqii warrants that the Services will conform to the Documentation in all material respects.
3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PORTQII DISCLAIMS ALL OTHER WARRANTIES.

8. LIMITATION OF LIABILITY

1. Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES.
2. Exceptions. The limitations in this section do not apply to violations of confidentiality obligations or indemnification obligations.

9. INDEMNIFICATION

1. Portqii Indemnification. Portqii will defend Customer against any third-party claim that the Services infringe a patent, copyright, or trademark, and will pay damages finally awarded.
2. Customer Indemnification. Customer will defend Portqii against any third-party claim arising from Customer's use of the Services in violation of this Agreement.
3. Procedures. Indemnification obligations are subject to the indemnified party providing prompt notice and reasonable cooperation.

10. TERM AND TERMINATION

1. Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.
2. Termination for Cause. Either party may terminate this Agreement immediately if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days.
3. Effect of Termination. Upon termination, Customer's right to access and use the Services will cease, and Portqii may delete Customer Data.
4. Survival. Sections relating to payment, confidentiality, warranties, limitation of liability, and indemnification will survive termination.

11. GENERAL PROVISIONS

1. Governing Law. This Agreement will be governed by the laws of Singapore, without regard to conflict of laws principles.
2. Dispute Resolution. Any disputes will be resolved through binding arbitration in Singapore under the Singapore International Arbitration Centre rules.
3. Entire Agreement. This Agreement, together with any Order Forms, constitutes the entire agreement between the parties.
4. Amendments. This Agreement may only be modified by a written agreement signed by both parties.
5. Severability. If any provision is found unenforceable, the remainder of this Agreement will remain in effect.
6. Assignment. Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger or acquisition.