The parties hereby agree to enter into this Agreement under which AFFLE may utilize Advertising Assets of Partner for marketing and promotion of advertising campaigns provided by AFFLE.

This agreement shall take effect on the date written above and shall remain in effect for a period of twelve (12) consecutive months (the “Term”). Upon completion of term, this agreement shall automatically extend for another period of one (1) year unless terminated in accordance with this Agreement.

The following is the list of Mobile Assets for which both parties have entered into this Agreement.

Parties to the Agreement at any time without cause in their sole discretion may terminate the agreement upon thirty (30) calendar days’ prior written notice to the other. Either Party may terminate this Agreement immediately by notice in writing to the other if the other Party is in material breach or persistent breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within fifteen (15) calendar days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or is wound up, or is declared insolvent, or has a liquidator appointed over its assets.

Both Parties shall indemnify and keep indemnified each other against any liability, damage, expense, claim or cost (including reasonable legal fees and costs) suffered by or directly arising from a breach by the indemnifying Party of any of its obligations and / or warranties. Neither Party shall be liable in contract, tort (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for loss of revenues, profits, contracts, business or anticipated savings; or any special, indirect or consequential losses. Notwithstanding anything written or otherwise, the Parties liability howsoever arising out of or in connection with this agreement shall not exceed, in total, regardless of the number of claims, in respect of all matters, an amount equal to the total value of the order issued by AFFLE to Partner under this agreement. Parties agree that the limitation of liability shall not apply for breach of confidentiality obligation and infringement of Intellectual Property Rights.

Each Party acknowledges Confidential Information shall be used solely for the business, affairs, plans, customers, technology, and products and shall exploit such confidential information for its own benefit or the benefit of another without the prior written consent of the other party. The term “Confidential Information” shall mean all non-public information this Agreement or a Party designates as being confidential or which under the circumstances of disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, the terms and conditions of this Agreement, pricing, marketing or promotion of any product or services, business policies or practices, customers, potential customers or documentation or information received from others that a Party is obligated to treat as confidential. If a Party has any questions as to what comprises such Confidential Information, that Party shall consult with the other Party.
“Confidential Information” shall not include information that was known to a Party prior to the other Party’s disclosure, or information that becomes publicly available through no fault of the Party. Each Party shall hold in strictest confidence, shall not use or disclose to any third Party, and shall take all necessary precautions to secure any Confidential Information of the other Party. Disclosure of such information shall be restricted solely to employees, agents, consultants and representatives who have been advised of their obligation with respect to Confidential Information.

• a. Each Party to this Agreement represents and warrants to the other that it has, and will retain throughout the Term, all right, title and authority to enter into, and perform all of its obligations pursuant to, this Agreement.
• b. AFFLE warrants that it complies with, and shall continue to comply with, all applicable Singapore laws and regulations applicable to AFFLE’s performances under this Agreement.
• c. Parties warrant that use of each other’s IPR shall not infringe any third party rights.

Parties agree that neither party will be liable for failure to perform, due to acts of God, fires, explosions, telecommunications, Internet or network failure, results or vandalism or computer tracking hacking, storm or other natural occurrence, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity. You or we will give notice and will use commercially reasonable efforts to minimize the impact of any such event.

Parties agree to receive electronic communication and agree that all notices, disclosures, and other communications that are provided electronically, via e-mail or any commercially reasonable means satisfy any legal requirement that such communications be in writing.

The parties shall each appoint a key contact(s) who shall stay in regular contact during the term to ensure that each party complies with its obligations under this Agreement.

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and replaces and extinguishes all prior agreements between the parties and all prior representations, whether written or oral, made by either party with respect to such subject matter provided. All additions and/or modifications to this agreement must be made in writing and must be signed by both parties.

Neither party shall be entitled to assign its rights and obligations under this Agreement without the prior written consent.

This Agreement is governed by the laws of Singapore to which both parties agree to submit any disputes arising out of or in connection with this Agreement submitted exclusively to the competent courts of Singapore.