Terms of Service | STICKLER

These terms of service, together with any associated pricing plan (Stickler Pricing Plan) and resulting agreement between Stickler and the Partner is made and entered into and effective on the date your registration is approved in respect of your access to the relevant Assets and Services and as a default will be (a) when we receive your sign up forms and you “accept” these terms via our Website(s) or (b) the bespoke effective date as defined in any written agreement comprising these terms of service.
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Stickler provides a series of solutions to drive more effective LiveCommerce.

Under these Terms Stickler agrees to provide, and the Partner will access and use the Assets and Services. Stickler is willing to permit the Partner access to and use of the Services, all on the terms and conditions of these Terms (including the applicable Stickler Pricing Plans and the Stickler Business Continuity Service Level Agreement and Data Policy (together, the Terms)).

These Terms contain provisions incorporated by reference under certain policies which will apply and be binding on the Partner so these should be read carefully and Partners should be aware that these may periodically change.

Capitalised terms used in these Terms have the meanings given to them in the relevant Section unless otherwise defined.

You (the Partner) are entering into these Terms electronically with Stickler Pte Ltd, a company organized and existing under the laws of Singapore (UEN: 202230739H) whose principal place of business is at 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore (068914) (Stickler) by accepting the application of these Terms and registering for a Stickler Pricing Plan. The relevant terms applying to any Stickler Pricing Plan shall be determined by your use of the Services and your initial selection of Stickler Pricing Plan may therefore fluctuate depending on your adoption and use over time.

Fees will be determined by the Stickler Pricing Plan a Partner has subscribed for and the Services being used by any Partner. Payment will be made by direct debit directly from the Partner’s bank account, charged to any credit card registered with Stickler as part of the Stickler Pricing Plan(s) or within 7 days of receipt of an invoice from Stickler. By entering these Terms the Partner authorizes Stickler and its bank(s) to automatically debit the relevant Fees from the Partner’s account or payment card(s).

Stickler’s account for the purposes of these Terms will be notified to the Partner.

In the absence of any written agreement to the contrary the territory of these Terms shall be Worldwide and it shall be non-exclusive.

1. DEFINITIONS.

‍“Activation Date” has the meaning given above.

‍”Affiliate” means, in relation to a Party, any other entity which directly or indirectly Controls, is directly or indirectly Controlled by or is under direct or indirect common Control with that Party from time to time.

“Assets” mean the Partner solutions made available to Partners subject to the Terms of Service, and all associated technology including dashboards and means of connection created by Stickler, and any other solutions accessible by Partners from the Websites or made available to Partners by Stickler.

‍”Business Day” as used in these Terms means Monday to Friday, excluding gazetted public holidays in Singapore. ‍

‍”Control” means, in relation to a person, the direct or indirect ownership of more than 50% of the voting capital or similar right of ownership of that person or the legal power to direct or cause the direction of the general management and policies of that person, whether through the ownership of voting capital, by contract or otherwise, and “Controls” and “Controlled” are to be interpreted accordingly.

“Documentation” means any and all documents, data, specifications, statistics, reports, manuals, diagrams or other materials provided or otherwise made available by Stickler to Partner or its Users in connection with the Assets.

“end-consumer” means the end-consumer that engages with the Partner online or which is engaged with Platform(s) and Partner offerings through such Platform(s) and about whom Stickler captures the end-consumer data.

“end-consumer data” means Personal Information relating to the end-consumer and all other information collected from an end-consumer during their engagement with the relevant Platform(s) that are the subject of the Services.

“Fees” has the meaning set forth in Section 8.1 and as elaborated on above.

“Intellectual Property Right” means: (a) copyright, patents, database rights and rights in trademarks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

“Partner” means any customer or intermediary engaging with Stickler to amplify or engage in LiveCommerce activities which are bound by the Terms of Service.

“Partner Data” is information required from the Partner in order to deliver the Services. This includes Partner and company information, retail offerings, product pricing, Platform usage and all other relevant information derived from the Partner’s use of the Assets.

“Platform” means any internet site or social media platform or account or livestream within any social media platform or account which is targeted towards the promotion of LiveCommerce.

‍“Personal Information” information that may be used to readily identify or contact you as an individual person, such as: name, address, email address, or phone number, payment account and other financial details. Personal Information does not include information that has been anonymised such that it does not allow for the ready identification of specific individuals.

“Services” means access to the Assets as requested by Partners under the Terms of Service.

‍“Source Data” means the platform, website, system or files where Stickler obtains the end-consumer data.

“Support Services” means the maintenance and support services set forth in the Stickler Business Continuity Service Level Agreement.

“Term” may be subject to specific agreement in writing but by default shall be for an initial period of 12 months subject to the termination provisions in these Terms.

“Transaction” any engagement between an end-consumer and the Partner via a Platform which is monitored or effected or influenced by or otherwise subject to the Services.

“Transaction Data” is the data that is transferred between the end-consumer and Partner monitored by the Asset(s) in the context of any Transaction.

“User” means Partner’s directors, officers, employees, contractors and any other Partner users who are authorised for access and use of the Services or any of the Assets.

‍“User Acceptance Testing” means the test integration process to create a functioning Service offering by reference to the LiveCommerce offerings through the Platform(s) (if applicable).

“Warranty Period” means the period of 14 days commencing on the Activation Date or such other period agreed in writing by Stickler and Partner.

2. ACCESS AND RESTRICTIONS.

‍2.1 Access. Subject to the terms and conditions of these Terms, Stickler hereby grants to Partner during the Term a limited, non-exclusive, non-transferable licence, without the right to sub-licence, to access and use the Assets (depending on the Service agreed by reference to the Stickler Pricing Plan) solely in the manner permitted hereunder and solely for Partner’s business purposes, and not for the benefit of any other person or entity. The provision of access shall not involve any express of implied transfer or licence or grant of Intellectual Property Rights

‍2.2 Restrictions. Partner shall not, directly or indirectly, and Partner shall not permit any User or third Party to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Assets; (ii) modify, translate, or create derivative works based on any element of the Assets or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to access and/or use the Assets; (iv) access and/or use the Assets for time sharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Partner in accordance with Section 2.1 (Access); (v) remove any proprietary notices from the Documentation; (vi) publish or disclose to third parties any evaluation of the Assets without Stickler’s prior written consent; or (vii) access and/or use the Assets for any purpose other than its intended purpose.

3. ACCESS; ACTIVATION DATE.

Subject to the terms and conditions of these Terms, Stickler agrees to provide Partner with continuous access to the Assets commencing on the Activation Date

‍4. DATA; SECURITY.
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‍4.1 Passwords. Stickler will issue to Partner and/or authorise a Partner account manager to create and issue to each User, a user login and password for access and use of the Assets. Partner and its Users are responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Partner is solely responsible for any and all access and use of the Assets that occurs under Partner’s account. Partner shall restrict its Users from sharing passwords. Partner agrees to immediately notify Stickler of any unauthorised use of Partner’s or any User’s account and/or login and password, or any other breach of security known to Partner. Stickler shall have no liability for any loss or damage arising from Partner’s failure to comply with the terms set forth in this Section.

‍4.2 Partner Data. Partner, not Stickler, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use all data and information that is derived from, or provided by, the Partner and its Users engagement with the Assets or that is otherwise gathered by the Assets from Partner’s computer hardware, software, modems, routers and other communications equipment in the course of Partner and its Users use of the Assets (Partner Data as defined above). Stickler shall have the right to use Partner Data (other than Personal Information in individual or aggregate form) (a) to the extent and in the manner required by applicable law or regulation, and (b) for purposes of data gathering for analysis and support services (c) product and service enhancement and (d) marketing; provided that Stickler shall not advertise, market or otherwise disclose to any third parties information that may be business sensitive to the Partner, without the prior written approval of Partner.

‍4.3 end-consumer data. Stickler undertakes to anonymise all end-consumer data and to keep such information secure in line with best industry practice. Stickler also undertakes to only collect and store end-consumer data as permitted by law. The Partner understands that Stickler will only share such end-consumer data with the Partner as permitted by law and in accordance with global best practice, including but not limited to GDPR, Singapore’s PDPA and applicable US legislation in respect of US-domiciled Partners and end-consumers. Any such end-consumer data that is to be shared is liable to be subject to tokenisation and aggregation to reduce the risks of sharing Personal Information. Stickler accepts no liability for any action of omission taken by the Partner in regard of any shared end-consumer data.

‍4.4 Transaction Data. To the extent that Transaction Data comprises end-consumer data or Partner Data the preceding provisions shall apply and in any event, Stickler shall keep secure Transaction Data and only share such data in line with applicable law and industry best practice and to enable the Partner to understand the relative performance of its LiveCommerce offerings.

‍4.5 Security. Stickler will deploy reasonable security precautions intended to protect against unauthorised access to any Partner Data, Transaction Data and end-consumer data stored by Stickler in connection with Partner or its end-consumers interaction with the Assets. Stickler will exercise reasonable efforts to deploy corrections within the Assets for security breaches made known to Stickler.

‍4.6 No Circumvention of Security. Neither Partner nor any User or end-consumer introduced by the Partner may circumvent or otherwise interfere with any user authentication or security of the Assets. Partner will immediately notify Stickler of any breach, or attempted breach, of security known to Partner.

‍4.7 No Guarantee of Security. Partner acknowledges that, notwithstanding the security precautions deployed by Stickler, the use of, or connection to, the Internet and cloud-based systems located on service provider infrastructure and in data centres provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Assets and Partner Data, Transaction Data and end-consumer data. Whilst Stickler cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet, Stickler will exercise reasonable commercial efforts to ensure data integrity and compliance with relevant security and privacy regulations (such as GDPR and the Singapore PDPA) where appropriate.

‍5. Partner Obligations.

‍5.1 Technology and Integration. Partner is responsible for (i) obtaining, deploying and maintaining all computer hardware, software, e-commerce portals and websites, modems, routers and other communications equipment necessary for Partner to access and use the Services; (ii) maintaining its integration with the Assets and Platforms; and (iii) paying all third Party fees and access charges incurred in connection with the foregoing.

‍5.2 Conduct. All use of the Services shall be in accordance with, and subject to, these Terms which are kept up-to-date at www.stickler.live. The provisions set out in the relevant policy appendices may be updated, revised or supplemented from time to time in Stickler’s sole discretion.

‍5.3 General Obligations of Partner. Partner will make reasonable efforts to ensure its online commerce offerings and Platform accounts are not changed so as to affect the performance and availability of the Assets. Any proposed changes shall be notified to Stickler not less than 30 days in advance of any such change taking effect, and the Partner shall undertake to adhere to Stickler recommendations to ensure the continued optimised functionality of the Services being provided.

Partner acknowledges their obligation to ensure that, as far as possible, any data (Transaction Data or end-consumer data) that it receives from Stickler remains in the form provided and Personal Information is not derived from such data, and that any such data is kept secure to a standard as required by law and in line with industry best practice.

Upon making any material change to any information, detail or process that Partner has disclosed to Stickler which will or might affect the Assets or these Terms (for example requiring further technology work by Stickler) Partner will notify Stickler of all and any such changes not less than 30 days in advance of any such change taking effect.

Partner is solely responsible for the goods and services that they offer for sale to end-consumers, including ensuring they have the right to sell all goods and/or services and for complying with its obligations to end-consumers in accordance with legal obligations in the Territory (including all end-consumer payment and e-commerce support), and the accounting and payment of all applicable taxes, levies and duties in connection with the sale, import, export and delivery of the products and services that it sells.

Partner will not (and will procure that its Users will not) use any knowledge of the Assets, Services and Stickler’s business for their own benefit, or the benefit of any other person or entity, or divulge to others such knowledge, or disparage Stickler.

In connection with its obligations under these Terms, Partner will comply with applicable laws, including those governing the sale of goods and services, and those relating to anti-bribery and corruption (including the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act), and will have in place all policies and procedures needed to ensure compliance with such applicable laws.

Partner will cooperate with Stickler in all matters relating to the integration of the Assets, including as reasonably required signing all documents and doing all other acts which may be necessary to give full effect to these Terms, and will punctually pay all Fees due and payable to Stickler under these Terms.

‍5.4 Platform Connectivity and Data Sources.

‍(a) Partner hereby authorises Stickler on the Partner’s behalf to collect end-consumer data in accordance with the terms of these Terms (including the Data Policy).

(b) Partner acknowledges that The Partner is solely responsible for opening and maintaining in good standing all necessary Platform access, including by paying all associated fees and expenses and agreeing to and complying with all applicable requirements of and obligations imposed by such Platforms. Such Partner responsibility shall apply regardless of whether Stickler has been provided with a limited agency power to manage certain access relating to LiveCommerce or access on Partner’s behalf, as may be granted for the purposes of the Service(s) by the Partner’s use or selection of the Assets.The Partner will remain liable for all fees and expenses payable to the Platform and any associated LiveCommerce partners.

(c) Partner acknowledges that Transactions with end-consumers are outside of the control of Stickler and its Affiliates. Stickler accepts no responsibility in relation to any Transaction or the accuracy of Transaction Data. If Platform makes changes to its technology architecture and such changes affect the the operation of the Assets or availability of the Services, such incident will be dealt with under the Support Services and no such third Party changes shall require Stickler to incur costs as a consequence of Stickler and the Partner entering into these Terms.

(d) The availability of the Assets will or may depend on the Partner complying with Platform terms and conditions. Should the Partner not meet the requirements of any such Platform then it may not be possible for the Services to be provided. In all cases Stickler is not liable for ensuring that the Partner meets the requirements of the Platform, save that it will use reasonable efforts to assist and inform the Partner to enable the availability of the proposed LiveCommerce offerings as anticipated by the Services.

‍6. SERVICES.

‍6.1 Performance. Stickler is a technology platform and as such is an enabler of LiveCommerce offerings through a Platform targeting end-consumers. It does not provide qualitative or consultancy services. However, to maximise the offering and the Partner’s benefits of integrating the Assets, Stickler shall pursuant to the terms and conditions of these Terms use commercially reasonable efforts to assist the Partner in their experience of the Services. Should additional services be required or asked for by the Partner Stickler reserves the right to provide such services either for additional payment or by way of an increase in the Fees payable by the Partner as may be agreed in writing between them. The Partner shall not be liable for increased payments, nor Stickler for the provision of additional Services until such time as they are agreed in writing.

‍7. SUPPORT SERVICES.

‍7.1 Performance. Following the Activation Date, Stickler will use commercially reasonable efforts to provide the Support Services as set out in the Stickler Business Continuity Service Level Agreement.

‍8. FEES AND PAYMENT.

8.1 Fees. Partner shall pay to Stickler the subscription fees and charges applicable to the applicable Stickler Pricing Plan.

Changes in Fees. Stickler reserves the right to change the fees on each 12-month anniversary of the Effective Date during the Term. Any change to the Fees shall be effective on the provision of 30 days notice in writing. Such changes may be as a consequence of the amendment of the underlying structure and cost base or because of the unique circumstances attached to a particular Partner. A Partner’s expanding or reducing use of Services (including signing up for new solutions) means the Fees payable may change more frequently as the applicable Stickler Pricing Plan or combination of plans might vary.

Depending on the Assets and Services made available to a Partner the relevant Stickler Pricing Plan may incorporate a minimum fee payable which is acknowledged by the Partner.

‍8.2 Payment Terms. Partner shall make payment to Stickler for the Fees on the terms set forth in these Terms or as specifically established under the relevant Stickler Pricing Plan that applies.

‍8.3 Taxes.  All Fees payable hereunder are exclusive of any and all taxes, duties and other fiscal charges arising out of the performance of the Services or under these Terms, including but not limited to sales tax, use tax, withholding tax, goods and services tax (GST), value-added or similar tax, and property taxes wherever such taxes or equivalent fees and charges may arise or be imposed by law (collectively, Taxes). The Partner shall not deduct or withhold any Taxes from payments due to Stickler. Partner agrees to indemnify and hold Stickler harmless from any Taxes assessed or levied in any jurisdiction except for taxes based upon or determined by reference to Stickler’s income or level of business activity.

‍9. OWNERSHIP.

‍9.1 Stickler Materials. Stickler has and shall retain ownership of all right, title and interest in and to the Assets, the Documentation and all Intellectual Property Rights embodied in the Assets, and Documentation, including any modifications thereof, whether or not made at Partner’s request, and all know-how, concepts, methods, programming tools, inventions, and computer source code developed by Stickler in connection with the foregoing.

‍9.2 Partner Materials. Partner retains all right, title and interest in and to any materials which Partner provides to Stickler in the use of Services, and any aspects of its business with which the Assets is integrated (including but not limited to its Platform accounts, or other e-commerce assets, measurement systems and any access code required to deploy the Assets or map Transactions) and all Intellectual Property Rights therein (Partner Materials).

‍10. WARRANTIES

‍10.1 Partner Materials Warranty. Partner represents and warrants that Partner has the right (including in respect of all relevant Intellectual Property Rights) to provide Stickler with the Partner Materials, including for use in performing the Services and making the Assets available to the Partner hereunder.

‍10.2 Assets Partner Acceptance. The Assets shall be considered delivered and accepted on the Activation Date. [After the expiry of the Warranty Period the Support Services agreed in the BC Policy shall apply.]

‍10.3 Services and Access. Stickler warrants that the Assets integration to the extent necessary will be performed in a good and workmanlike manner and will meet the specifications agreed in the context of the applicable Stickler Pricing Plan. Stickler further warrants that the Assets access shall be provided in a manner which complies with all applicable laws so far as they apply to Stickler. If problems arise during User Acceptance Testing or in the Warranty Period, Stickler shall correct such problems or terminate these Terms at no additional cost to Partner.

10.4 Exclusions. The warranties set forth in Section 10.2 and 10.3 do not cover defects or non-conformities arising from modifications to or misuse of the Assets or any changes made to the Partner-side technology or as a consequence of changes to Platforms. Correction for difficulties or defects traceable to changes in the Partner’s set up shall be payable by the Partner as an additional payment or by way of an increase in the Fees payable by the Partner as may be agreed in writing between them.

‍10.5 Disclaimer of Other Warranties. The express warranties stated in section 10 above are the sole and exclusive warranties made by Stickler under these Terms or relating to the Assets, deliverables, Documentation, and Services. There are no other warranties with respect to the Assets, deliverables, Documentation, and Services or any other services provided under these Terms, whether express, implied, or statutory, including but not limited to all warranties of fitness for a particular purpose, satisfactory quality, compliance with description, title, accuracy, reliability, non-infringement, or whether arising from course of dealing, usage, trade practice or any other manner. No agent of Stickler is authorised to alter or expand the warranties of Stickler as set forth herein. Stickler does not warrant that the Assets, deliverables, Documentation, and Services are or will be uninterrupted or error-free. Partner acknowledges and agrees that the Assets and deliverables (as with technology generally), may have errors (or “bugs”) and may encounter unexpected technical problems. Accordingly, from time-to-time, Partner may experience downtime and errors in the operation, functionality or performance of the Assets and deliverables. Accordingly, Partner shall put in place reasonable internal procedures and processes to enable it to minimize any inconvenience and any adverse impact of any such downtime or error. [Details of the Stickler processes in regards to business continuity are set out in the BC Plan.]

‍10.6 Data Loss. Partner acknowledges that due to the complexity of the Assets and the nature of the data being monitored by Stickler as between the Partner, end-consumers and the Platform, it is possible that unintentional loss or corruption of data is a consequence. Partner assumes all risks of such data loss or corruption. The warranties provided in these Terms do not cover any damages or losses resulting from data loss or corruption.

‍10.7 Financial Regulation. Partner acknowledges that Stickler is not and will not be regulated as a financial intermediary or in any other context relating to the provision of any consumer facing payment option related to LiveCommerce and any compliance with applicable legislation relating to the provisions on payment in the context of end-consumer Transactions sits with the payment providers, the Platform and/or the Partner themselves.

‍11. LIMITATION OF LIABILITY.

‍11.1 No Consequential Damages. Stickler shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any damages for lost data, business interruption, lost profits, lost revenue or lost business, arising out of or in connection with these Terms, even if Stickler has been advised of the possibility of such damages, including without limitation any such damages arising out of the access, provision or use of the Assets, deliverables, Documentation, and Services. Stickler will not be liable for the cost of procurement of substitute goods or services.

‍11.2 Limits on Liability. Stickler shall not be liable for cumulative, aggregate damages greater than (1) the sum of the amounts having then actually been paid by Partner to Stickler under these Terms in respect of the quarter preceding the date the claim arose, minus, in all circumstances, any amounts previously paid (as of the date of satisfaction of such liability) by Stickler to Partner in satisfaction of any liability for damages under these Terms. Partner releases Stickler from all obligations, liability, claims, or demands relating to the Assets, deliverables, Documentation, and Services and these Terms in excess of the limitation provided for in this section 11.2.

‍11.3 Applicability. The Parties acknowledge that the limitations set forth in Section 10 (Warranties) and this Section 11 (Limitation of Liability) are integral to the amount of Fees charged by Stickler in connection with the Assets, deliverables, Documentation, and Services rendered hereunder and that, were Stickler to assume any further liability other than as set forth herein, such Fees would of necessity be set substantially higher. The limitations set forth in Section 10 (Warranties) and this Section 11 (i) shall apply to the maximum extent permitted by applicable law, (ii) shall apply even if an exclusive or limited remedy stated herein fails of its essential purpose, and (iii) are an essential element of the basis of the bargain between the Parties.

‍12. CONFIDENTIALITY.

‍12.1 Definition.  Confidential Information means: any and all information, data and material provided by one Party (the Discloser) to the other Party (the Recipient) under these Terms that is (1) end-consumer data, Partner Data, Transaction Data or relates to Intellectual Property Rights of either Stickler or Partner or which is otherwise marked as ‘confidential’ or with a similar designation or is otherwise reasonably understood to be confidential or proprietary at the time of disclosure, or (2) is created, developed or generated by the Recipient through inspection or use of the foregoing. Notwithstanding the foregoing, Confidential Information of a Party shall not include information that the other Party can establish by written documentation (a) to have been publicly known prior to disclosure of such information by the Discloser to the Recipient; (b) to have become publicly known, without the fault of the Recipient, subsequent to disclosure of such information by the Discloser to the Recipient; (c) to have been received by the Recipient at any time from a source, other than the Discloser, rightfully having possession of and the right to disclose such information; (d) to have been otherwise known by the Recipient prior to disclosure of such information by the Discloser to the Recipient; or (e) to have been independently developed by employees or agents on behalf of the Recipient without access to or use of any Confidential Information of the Discloser.

‍12.2 Obligations. During the term of these Terms, and for a period of five (5) years following the expiration or earlier termination hereof, each Recipient shall maintain in confidence all Confidential Information of the Discloser and shall not use, grant the use of or disclose to any third Party such Confidential Information other than for the purpose of exercising its rights under these Terms or as otherwise expressly approved in writing by the Discloser. The Recipient may disclose Confidential Information of the Discloser only to its directors, officers, employees and contractors on a need to know basis in connection with the Recipient’s performance under these Terms, provided that such personnel have agreed in writing to obligations of confidentiality and non-use with respect to such Confidential Information no less restrictive than those set forth herein. Without limiting the foregoing, each Recipient shall use at least the same degree of care in protecting the Confidential Information of the Discloser that it uses to prevent the disclosure of its own confidential information of like importance, which care shall be no less than reasonable care. Each Recipient shall notify the Discloser promptly upon discovery of any unauthorized use or disclosure of the Discloser’s Confidential Information.

‍12.3 Confidentiality of Agreement. These Terms and any amendments to any Stickler Pricing Plan [or the BC Policy or Data Policy], as well as any and all correspondence between the parties relating to the existence or substance of these Terms shall be considered and treated as “Confidential Information”. Neither Party shall disclose the contents of these Terms to third parties unless permitted to do so pursuant to Section 12.4 (Permitted Disclosures) below or otherwise approved in writing by the non-disclosing Party.

‍12.4 Permitted Disclosures. The Recipient may use or disclose Confidential Information of the Discloser to the extent the Recipient is legally compelled to disclose such Confidential Information by applicable law, regulation or court order, provided, however, that prior to any such compelled disclosure, the Recipient shall give the Discloser reasonable advance notice of any such disclosure and shall cooperate with the Discloser in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Discloser’s Confidential Information.

13. INDEMNIFICATION.

‍13.1 Indemnification by Stickler.

(a) Defense and Indemnity. Stickler shall, subject to the terms and conditions set forth in these Terms, (i) defend Partner from and against any and all third Party claims, actions, suits, demands or proceeding brought against Partner (a Claim) alleging that the Assets infringes any patent as of the Effective Date or any copyright, or misappropriates any trade secret of a third Party, and (ii) indemnify and hold harmless Partner against any damages awarded to the third Party bringing the Claim or any settlement amount approved by Stickler in writing and paid to the third Party bringing the Claim in order to settle the Claim. Stickler’s obligations under this Section are conditioned upon (1) Stickler being promptly notified in writing of such Claim, (2) Stickler having the exclusive right to control the defense and/or settlement of the Claim, and (3) Partner providing all reasonable assistance (at Stickler’s expense and reasonable request) in the defense of the Claim. In no event shall Partner settle any Claim without Stickler’s prior written approval. Partner may, at its own expense, engage separate counsel to advise Partner regarding a Claim and to participate in the defense of the Claim, subject to Stickler’s right to control the defense and settlement.

(b) Mitigation. In the event of any such third Party Claim or threat thereof, Stickler, at its sole option and expense, may (i) procure for Partner the right to continue to use the allegedly infringing Assets, or (ii) replace or modify the Assets with functionally equivalent software. If neither subpart (i) nor (ii) of this paragraph is commercially reasonable or practical in the reasonable opinion of Stickler, Stickler may terminate these Terms with respect to the Assets, and the Licence thereto granted hereunder, upon fifteen (15) days written notice to Partner. In the event of such termination, Stickler shall refund to Partner any Fees paid to Stickler by Partner for use of the Assets following the date of such termination.

(c) Exclusions. Notwithstanding anything to the contrary in these Terms, Stickler shall have no obligations to Partner pursuant to this Section 13.1 (Indemnification by Stickler) with respect to any infringement or alleged infringement resulting or arising from (1) any modifications to the Assets made by any person or entity other than Stickler that is not previously approved by Stickler, (2) any use of the Services by Partner or its Users beyond the scope of the express access granted in these Terms, (3) any use of the Assets in combination with other software, hardware or data, or (4) Stickler’s compliance with Partner’s request for changes to the Assets or with Partner’s designs, specifications or instructions, or (5) any claims against the Partner for breach of contract by any pre-existing LiveCommerce solutions partner.

(d) Sole Remedy. the foregoing states the entire liability of Stickler with respect to the infringement of any Intellectual Property Rights by the Assets or otherwise, and Partner hereby expressly waives any other liabilities or obligations of Stickler with respect thereto.

‍13.2 Indemnification by Partner. Partner shall indemnify, defend, and hold harmless Stickler and its directors, officers, employees, agents and contractors from any and all claims, losses and liabilities (i) accruing or resulting to any person, firm or corporation for personal injury or tangible property damage by reason of Partner’s or Partner’s employees’ or contractors’ negligence, gross negligence or willful misconduct in performance of these Terms, (ii) accruing or resulting from Partner’s breach of any representations, warranties or covenants under these Terms, or (iii) accruing or resulting from the provision or use by the Partners of any Partner Data, Transaction Data or end-consumer data while using or accessing the Assets or derived from the Services, or (iv) attaching to Stickler as a consequence of any breach of legislation or regulation by the Partner or any of its Affiliates, payment providers or any Platform referred to in section 10.7.

‍14. TERM AND TERMINATION.

‍14.1 Term.  These Terms shall commence on the Effective Date and unless earlier terminated as set forth below, shall continue for the initial term described above by reference to the applicable Stickler Pricing Plan (the Initial Term). Following the Initial Term, these Terms shall automatically renew for consecutive terms equal in duration to the Initial Term (each a Renewal Term), unless earlier terminated as set forth below. The Initial Term and all such Renewal Terms are collectively referred to herein as the Term. Either Party may terminate these Terms by providing the other Party at least ninety (90) days prior written notice of termination.

‍14.2 Events of Default. These Terms may be terminated by either Party if any of the following events of default (Events of Default) occur: (1) if the other Party materially breaches any provision of these Terms which shall explicitly included any non payment of Fees; (2) if the other Party fails to strictly comply with the provisions of Section 12 (Confidentiality) or Partner makes an assignment in violation of Section 17.12 (Assignment); (3) if either Party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (4) if a petition under the bankruptcy laws or regulations of any applicable country or jurisdiction, as they now exist or as they may be amended, is filed by either Party; or (5) if such a petition is filed by any third Party, or an application for a receiver is made by anyone, and such petition or application is not resolved favourably within ninety (90) days. For the avoidance of doubt, upon termination of these Terms upon an Event of Default, each Party shall be entitled to all remedies available to such Party at law or in equity, subject to the terms in these Terms.

‍14.3 Effective Date of Termination. Termination due to failure to strictly comply with the provisions of Section 12 (Confidentiality) or for non payment of Fees shall be effective immediately upon written notice to the breaching Party. Unless otherwise provided herein, in the event of any other type of Event of Default, termination shall be effective upon written notice to the breaching Party after such Party has received prior written notice describing the Event of Default that has occurred, and such Event of Default continues and remains uncured for a period of thirty (30) days following written notice.

‍14.4 Obligations upon Termination. Upon notice of termination of these Terms, (i) Partner shall pay to Stickler any Fees through the date of termination on account of Fees estimated as being payable for such notice period; and (ii) each Recipient shall (a) return to the Discloser, or at the Discloser’s option, Recipient shall destroy, all items of Confidential Information (including with respect to Stickler’s Confidential Information, all Documentation) then in the Recipient’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Discloser that it has complied with the foregoing in paragraph (ii) of this section.

‍14.5 Survival. This Section and Sections 2.2 (Restrictions), 4.3 (end-consumer data), 4.7 (Security), 8 (Fees and Payment) (to the extent of any outstanding Fees owing as of the date of notice of termination), 9 (Ownership), 10.5 (Disclaimer of Other Warranties), 10.6 (Data), 10.7 (Regulation), 11 (Limitation of Liability), 12 (Confidentiality), 13 (Indemnification), 14.4 (Obligations Upon Termination), 15 (Dispute Resolution) and 17 (General) shall survive the termination of these Terms for any reason.

‍15. DISPUTE RESOLUTION.

15.1 Except as provided in Section 16 (Injunctive Relief) below and unless otherwise required in order to comply with deadlines under the law, if any dispute, controversy or claim arises out of or relates to these Terms (a Dispute), the following shall apply:

(a) either Party may give notice to the other of that Dispute and the parties shall within seven (7) days convene a joint meeting of their respective nominated representative to attempt in good faith to resolve the Dispute; and

(b) in the event that the Dispute has not been settled within fourteen (14) days following the meeting of the Parties’ representatives, the Parties hereby agree to submit such Dispute to be finally resolved by binding arbitration in accordance with, and subject to the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) by one (1) arbitrator experienced in the subject matter of these Terms and appointed in accordance with such rules. Any such arbitration shall be held in Singapore. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration in such equitable manner as he or she determines. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such Dispute in question would be barred by the applicable statute of limitations.

‍16. INJUNCTIVE RELIEF.

Notwithstanding the provisions of Section 15 (Dispute Resolution) above, or anything contained in these Terms or any agreement to the contrary between the Parties,, Stickler and Partner hereby acknowledge and agree that damages at law may be an inadequate remedy for the breach of any of the covenants and promises contained in Section 2.2 (Restrictions) , Section 4.4 (No Circumvention of Security) , Section 5.2 (Conduct) , Section 9 (Ownership) and Section 12 (Confidentiality). Accordingly, Stickler and Partner hereby agree that either Party shall be entitled to seek temporary and permanent injunctive relief with respect to any such breach without the necessity of proving actual damages, including specific performance of such covenants and promises or any order enjoining Stickler or Partner from any threatened, or from the continuation of any actual, breach of such covenants or promises. The rights set forth in this Section shall be in addition to any other rights which the parties may have at law or in equity, subject to the terms and conditions in these Terms.

‍17. GENERAL.

‍17.1 Notices. All communications (including notices, consents, approvals, requests and demands) between the Parties in connection with these Terms must be via email to [finance@stickler.live] or addressed to the respective Party’s email as nominated and as set forth in the signature block below in the case of the Partner. Each Party may update its contact details from time to time during the Term by providing email notice to the other Party in accordance with this Section. For the avoidance of doubt, reference to agreement in writing shall include email.

‍17.2 No Solicitation of Employees. Each Party agrees that, during the term of these Terms, and for a period of one (1) year following the termination of these Terms, it will not directly solicit for employment the employees of the other Party without such other Party’s prior written consent.

‍17.3 Compliance with Laws. Each Party agrees to comply with all applicable laws and regulations of Singapore and any other applicable countries or jurisdictions in the exercise of its rights and performance of its obligations under these Terms.

‍17.4 Relationship of the Parties. The relationship of Stickler and Partner established by these Terms is that of independent contractors, and nothing in these Terms is intended, nor shall it be construed, to constitute either Party as a principal, agent, fiduciary, employer, employee, partner, co-owner or joint venturer of or with the other Party for any purpose whatsoever. Neither Party has any authority to incur obligations, liability or debt, or make representations, on behalf of the other Party in any manner whatsoever.

‍17.5 Force Majeure. Notwithstanding anything to the contrary in these Terms, no default, delay or failure to perform on the part of either Party (other than a payment obligation) shall constitute a breach of these Terms if (or to the extent that) such default, delay or failure to perform is due to a cause, event, act or omission beyond the reasonable control of the Party charged with such default, delay or failure. The unavailability of Stickler personnel to perform the Services for health or other bona fide reasons shall be deemed to fall within this Section.

‍17.6 Amendments and Waiver. No change in, addition to, or waiver of any of the provisions of these Terms shall be binding upon either Party unless in writing signed by an authorized representative of such Party. No waiver by either Party of any breach by the other Party of any of the provisions of these Terms shall be construed as a waiver of that or any other provision on any other occasion.

‍17.7 Severability. In the event any one or more of the provisions (or portions of a provision) of these Terms shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions (or part of the provision) of these Terms shall remain in effect and the Agreement shall be read as though the offending provision had not been written or as the provision shall be determined by such court to be read so as to achieve the same economic effect as the original provision.

17.8 Interpretation. For the purposes of these Terms: (a) headings are for convenience only and do not affect interpretation of the Agreement terms; (b) a reference to a Party includes that Party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation; (c) a reference to a document (including these Terms or a Stickler Pricing Plan or a Policy) is to that document as varied, novated, ratified or replaced from time to time; (d) the singular includes the plural (and vice versa), and a word indicating a gender includes the other gender; (f) a reference to a Party or Section is a reference to a Party or Section to or of these Terms, and a reference to these Terms includes all incorporated terms of Stickler Pricing Plans or Policies referred to herein; (g) if a word or phrase is given a defined meaning, any singular, plural or other grammatical form of that word or phrase has a corresponding meaning; and (h) a reference to any document, material, information or data includes that document, material, information and data howsoever stored, recorded or embodied, including in any electronic or digital media or otherwise.

‍17.9 Postponement. Dates or times by which Stickler is required to make performance under these Terms shall be postponed automatically for so long as Stickler is prevented from meeting them by Partner’s failure to timely perform its obligations hereunder, or any other causes that are Partner’s responsibility.

‍17.10 Governing Law and Venue. These Terms are governed by and shall be construed and interpreted according to the laws of Singapore. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore with respect to any proceedings which may be brought at any time relating to these Terms for the purposes of obtaining injunctive relief under Section 16, or where otherwise required in order to comply with deadlines under the law; and waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within the jurisdiction set forth in this paragraph.

‍17.11 Assignment. Partner shall not assign, novate, or otherwise transfer these Terms or any of its rights or obligations without the prior written consent of Stickler, and any such attempted assignment, novation or other transfer shall be null and void. For the purposes of the foregoing, a change in control of Partner shall be deemed an assignment. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.

‍17.12 Entire Agreement. These Terms, including all referenced Policies and the terms applicable to any Stickler Pricing Plan, constitute the complete and exclusive statement of the agreement between the parties as it relates to the subject matter and supersedes all proposals, oral or written, and all other representations, statements, agreements, understandings, negotiations and undertakings relating to the subject matter.

‍17.13 Rights of Third Parties. A person or entity who is not a Party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of these Terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Section shall affect the rights of any permitted assignee or transferee of these Terms.

‍17.14 Counterparts.  These Terms may be executed in multiple counterparts and by way of an exchange of facsimile or other electronic copies (e.g., PDF), each of which counterparts shall be considered an original and which counterparts together shall constitute one and the same Agreement.
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‍SUPPORT AND SERVICE LEVEL COMMITMENT

‍Subject to Partner’s payment of the Fees in accordance with these Terms, Stickler will provide Basic Support for the Assets, and use commercially reasonable efforts to provide uptime commitments:

Stickler Business Continuity Service Level Agreement

‍DATA POLICY
‍Can be found here: Stickler Partner Data Policy