BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF SNB APPS’S ONLINE SERVICE ("SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. THIS AGREEMENT IS EFFECTIVE WHEN YOU CLICK “I ACCEPT” BELOW (“EFFECTIVE DATE”).

For reference, a Definitions section is included at the end of this Agreement. SNB Apps offers a 30-day no-cost trial of its Service with no further obligation. At the end of your 30-day free trial, you must pay SNB Apps the applicable subscription fees to continue use of the Service.

1. The Service

This Agreement governs your use of the SNB Apps online software solutions, collectively the "Service."

2. License Grant & Restrictions

2.1 Subscription to the Service. Subject to the terms of this Agreement, SNB Apps hereby grants to you a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service by the number of Users for which you have paid the applicable subscription fee, in accordance with the Documentation and solely for your internal business purposes of creating reports or other output allowed by the Service. SNB Apps and its licensors reserve all rights not expressly granted to you in this Agreement.

2.2 Additional Users. If you wish to add additional Users (“Additional Users”), you must submit a new executed order form in a form reasonably acceptable to SNB Apps (“New Order Form”). Upon SNB Apps’s acceptance of the New Order Form, SNB Apps shall make the Service available to the Additional Users on the terms and conditions set forth in this Agreement and the accepted New Order Form. With respect to Additional Users: (i) the term of the Additional Users’ access to the Service will be coterminous with the preexisting subscription term (either initial term or renewal term), and (ii) you will be responsible for any additional fees for the Additional Users in full for the month in which the New Order Form is accepted by SNB Apps.

2.3 Restrictions. You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third party’s benefit unless such use has been authorized by SNB Apps; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Service, SNB Apps System or Content available to any third party not authorized by SNB Apps; (iii) modify or make derivative works based upon the Service or the Content; (iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Service or SNB Apps System; (vi) interfere with in any manner the Service or SNB Apps System, or (vii) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify SNB Apps promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SNB Apps immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another SNB Apps user or provide false identity information to gain access to or use the Service. You will not attempt to use your access to the Service to knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein.

4. Security; Customer Data

4.1 Processing of Data. You acknowledge and agree that in order to provide the Service to you, you must allow the Service brief but periodic access to your Salesforce.com account to retrieve, manipulate, process, and modify Customer Data (“Process”), and you expressly consent to the Service’s accessing your Salesforce.com account to Process Customer Data solely as is necessary to provide Service. If the Service cannot for any reason access your Salesforce.com account or Process Customer Data, SNB Apps may not be able to provide you the Service, and SNB Apps will be excused from any nonperformance of Service arising from your failure to allow SNB Apps access to your salesforce.com account or Process Customer Data. You acknowledge that to provide the Service, Customer Data leaves the Salesforce.com system. Salesforce.com is not responsible for Customer Data when it is outside of the Salesforce.com system.

 4.2 Security. SNB Apps does not control, and has no responsibility or liability for, security issues caused by the Salesforce.com Service. You acknowledge and agree that use of or connection to the Internet provides the potential opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Service and Customer Data.

4.3 Customer Data. SNB Apps does not own Customer Data. You are solely responsible for Customer Data, including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of Customer Data, and any intellectual property ownership or right to use Customer Data. You will not provide, post or transmit any Customer Data that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. SNB Apps may take remedial action if Customer Data violates Section 4.3. SNB Apps is under no obligation to review Customer Data for accuracy or potential liability.

5. Support

If you have paid SNB Apps all applicable fees due, SNB Apps will provide Support Services to you during Business Hours. To receive Support Services, you must email service@snbapps.com. Support Services will be provided for a commercially reasonable number of Support Incidents.

6. Intellectual Property Ownership

6.1 Ownership. SNB Apps and its licensors own all right, title and interest, including all related Intellectual Property Rights, in and to the SNB Apps Technology, the Content and the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The SNB Apps name, the SNB Apps logo, and the product names associated with the Service are trademarks of SNB Apps or third parties.

6.2 Customer Duties. You retain all right, title and interest in and to the Customer Data. You grant to SNB Apps all necessary licenses and rights in and to Customer Data solely as necessary for SNB Apps to provide the Service to you or as required by law. You will be solely responsible for providing all Customer Data required for the proper operation of the Service. SNB Apps will not knowingly use or access any Customer Data except as necessary to provide the Service or as otherwise authorized by you.

7. Fees, Billing, Renewal

7.1 Fees. Fees for the Service are described in the associated SNB Apps’s Quote or Invoice. Any renewal charge for the Service will be equal to the then-current number of total User licenses times the then-current fees. Other services will be charged on an as-quoted basis. SNB Apps can modify the prices by providing you at least 30 days prior notice before the next renewal term of the Agreement. SNB Apps’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. All amounts are quoted in and you must pay all amounts owed in U.S. Dollars.

7.2 Billing; Payment. SNB Apps will issue an invoice to you on or shortly after the Effective Date and on or before the expiration date for renewal periods. All amounts described in the invoice are due within 30 days of your receipt of the invoice. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If you add Additional Users to the Service (or allow use of the Service by more than the paid-for number of Users), SNB Apps may invoice you for the additional applicable fees. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You must provide SNB Apps with complete and accurate billing and contact information.

7.3 Non-Payment and Suspension. In addition to any other rights granted to SNB Apps herein, SNB Apps reserves the right to suspend or terminate this Agreement and your access to the Service if you fail to pay any undisputed amount owed within 30 days of its due date. Overdue amounts are subject to a late charge of 1.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or SNB Apps initiates termination of this Agreement, you will be obligated to pay the balance due on your account. SNB Apps reserves the right to impose a reconnection fee in the event the Service is suspended.

8. Term

This Agreement commences on the Effective Date and will continue for an initial term of 1 year (“Initial Term”) from the Subscription Start Date specified in the associated SNB App’s Quote or Invoice unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of this Agreement will automatically extend for successive renewal terms of 1 year at SNB Apps’s then-current fees, provided that either party may terminate this Agreement or reduce the number of seats, effective upon the expiration of the Initial Term or the then-current extension period, by notifying the other party in writing at least 30 business days prior to the expiration of the Initial Term or then-current extension term, as applicable term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. SNB Apps reserves the right to terminate any trial period, at any time without notice.

9. Suspension; Termination for Cause

If you are in breach of this Agreement, SNB Apps may suspend your access to and use of the Service until you have cured the breach. Additionally, either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach (if curable) within 30 days after written notice of such breach. Upon the termination of this Agreement for any reason: (a) any amounts owed to SNB Apps by you under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other all property of the other party in its possession or control, and (c) SNB Apps will remove all Customer Data from the SNB Apps System and all your access to or use of the Service will be immediately suspended. The rights and duties of the parties under Sections 2.3, 3, 4.3, 6-15, 17, and 18 will survive the termination or expiration of this Agreement.

10. Representations & Warranties

10.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

10.2 Customer Data Warranty. You represent and warrant that you own or have obtained all rights, consents, permissions, or licenses necessary to allow SNB Apps access to, possession of, manipulation of, and use of the Customer Data.

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, SNB APPS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT, AND THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SNB APPS AND ITS LICENSORS.

12. Mutual Indemnification

12.1 Your Indemnity. You shall indemnify and hold SNB Apps, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim arising from or related to SNB Apps’s access to, possession of, manipulation of, and use of the Customer Data as is necessary to provide the Service; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties, (iii) a claim arising from SNB Apps’s access to your salesforce.com account.

12.2 SNB Apps’s Indemnity. If any action is instituted by a third party against you based upon a claim that the Service, as provided, infringes a Singapore patent, copyright or trademark, then SNB Apps will defend such action at its own expense on behalf of you and will pay all damages attributable to such claim which are finally awarded against you or paid in settlement of such claim. SNB Apps may, at its option and expense, and as your exclusive remedy hereunder: (a) procure for you the right to continue using the Service; (b) replace or modify the Service so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and your access to the Service and refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement. SNB Apps will have no liability to you for any infringement action that arises out of a breach of the terms and conditions of this Agreement by you or of the use of the Service (i) after it has been modified by you or a third party without SNB Apps’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by SNB Apps where the combination is the basis for the infringing activity. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF SNB APPS AND YOUR EXCLUSIVE REMEDY AGAINST SNB APPS OR ANY OF ITS SUPPLIERS FOR ANY INFRINGEMENT CLAIM.

12.3 Procedure. A party seeking indemnification under this Section 12 will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance.

13. Internet; Delays

YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SERVICE. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. APPEXTREMES IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT,EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Confidentiality

15.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).

15.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 15.1. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

15.3 Exceptions. The Receiving Party’s obligations under Section 15.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

15.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 15.4.

16. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of SNB Apps, (such approval not to be unreasonably withheld) but may be assigned without your consent by SNB Apps in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) SNB Apps, (ii) a sale, lease, license, or other disposition of all substantially all of the assets of SNB Apps, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void.

17. General

This Agreement shall be governed by and construed in accordance with the laws of Singapore and both parties agree to submit themselves to the non-exclusive jurisdiction of the Singapore courts. No text or information set forth on any other purchase order, preprinted form or document (other than an associated SNB Apps’s quote or invoice, if applicable) shall modify the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between you and SNB Apps. The failure of SNB Apps to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by SNB Apps in writing. This Agreement, together with any associated SNB Apps’s quote or invoice, comprises the entire agreement between you and SNB Apps and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of an SNB Apps subscription agreement, commonly known as a clickthrough or EULA (“Clickthrough”). After the Effective Date, if you execute a Clickthrough, such execution as well as the electronic version will be void and of no force or effect. Notice hereunder will be effective upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s county, whichever occurs sooner. Any notice to SNB Apps will be delivered to SNB Apps (Pte. Ltd.), 181 Tanjong Rhu Road #07-15, Singapore 436922, SINGAPORE. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure.

18. Definitions

As used in this Agreement the following terms have these meanings:

 “Business Hours” shall mean the hours between 9 am and 5 pm, Singapore Time, Monday through Friday, excepting recognized Singapore national holidays.

“Content” means the visual information, documents, software, products and services contained or made available to you in the course of using the Service, other than Customer Data.

“Customer Data” means any data, information (including without limitation personally identifiable information), content, templates, forms, or material provided, made available, or submitted by you to the Service or retrieved by the Service from your Salesforce.com account,.

 “Documentation” means SNB Apps’s Configuration Guide and Technotes that are generally made available by SNB Apps to all customers.

 “Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving SNB Apps’s employees), telecommunications or network failures or delays, computer failures involving hardware or software not within SNB Apps’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks).

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“License Administrator(s)” mean those Users designated by you who are authorized to purchase licenses and otherwise administer your use of the Service.

“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Quote/Invoice(s).

 “Salesforce.com Service” means the service provided by Salesforce.com to which you must be a subscriber in order to obtain the Service.

“SNB Apps System” means the hardware, software, network equipment, and other technology used by SNB Apps to deliver the Service.

“SNB Apps Technology” means the SNB Apps System, and any other of SNB Apps’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by SNB Apps in providing the Service.

“Support Incident” means (i) a basic question related to the use or configuration of the Service, or (ii) a reproducible non-conformity in the Service causing the Service not to operate in substantial conformance with the applicable Documentation.

“Support Services” means technical assistance provided by SNB Apps personnel to your Salesforce Administrator(s) relating to Support Incidents.

 “User(s)” mean your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Salesforce.com at your request).