Master Subscription Agreement

Table of Contents

1. Definitions
2. General Conditions; Access to and Use of the Services
3. Confidentiality; Security and Privacy
4. Intellectual Property Rights
5. Third Party Services
6. Billing, Plan Modifications and Payments
7. Cancellation and Termination
8. Representations, Warranties and Disclaimers
9. Limitation of Liability
10. Indemnification
11. Assignment, Entire Agreement and Amendment
12. Severability
13. Relationship of the Parties
14. Notice and Notice Period
15. Governing Law
16. Federal Government End Use Provisions
17. Anti-Corruption
18. Survival

1. DEFINITIONS

When used in this Agreement with the initial letters capitalized, the following terms have the following meanings:

Account: means any accounts or instances created by or on behalf of Subscriber or its Agents within the Services.

Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

Agent: means an individual authorized to use a Service through Your Account as an agent and/or administrator as identified through a unique login.

Agreement: means the Master Subscription Agreement together with any and all Supplemental Terms, Additional Features and Order Forms along with the Cention Privacy Policy located on Our Site (www.cention.com).

API: means the application programming interfaces developed and enabled by Cention that permit Subscribers to access certain functionality provided by the Services.

Confidential Information: means all information disclosed by You to Cention or by Cention to You which is in tangible form and labelled "confidential" or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Cention to You.

End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using a Service.

Personal Data: means any information relating to an identified or identifiable natural person.

Service(s): means the products and services that are ordered by You online and made available by Us, including the applicable Software, updates, API, and Documentation.

Service Data: means electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users.

Subscription Term: means the period during which You have agreed to subscribe to a Service.

2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICES

During the Subscription Term and subject to compliance with this Agreement, You have the limited right to access and use a Service consistent with the Service Plan(s) that You subscribe to, for Your internal business purposes.

We will:

• Make the Services and Service Data available to You pursuant to this Agreement
• Provide applicable standard customer support for the Services
• Use commercially reasonable efforts to make the Services available 24/7, except during planned downtime and Force Majeure Events

You agree not to:

• License, sublicense, sell, resell, rent, lease, transfer, assign, or distribute the Services to any third party
• Modify, adapt, or hack the Services or attempt to gain unauthorized access
• Use the Services in any unlawful manner or to violate any person's privacy rights
• Use the Services to send unsolicited communications, spam, or bulk mail
• Use the Services to store or transmit content that infringes intellectual property rights
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to reverse engineer or discover the source code of the Services
• Use the Services to transmit viruses, malware, or other harmful software

You are responsible for compliance with this Agreement by Agents and End-Users and for all activities under Your Account.

3. CONFIDENTIALITY; SECURITY AND PRIVACY

Each Party will protect each other's Confidential Information from unauthorized use, access or disclosure with no less than reasonable care.

Cention will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data.

To the extent Service Data constitutes Personal Data, You shall be deemed the data controller and Cention shall be deemed the data processor under Applicable Data Protection Law.

Service Data may be hosted in the United States, the EEA or other locations around the world. For transfers of Personal Data from the EEA, We will ensure compliance through Standard Contractual Clauses or other approved mechanisms.

4. INTELLECTUAL PROPERTY RIGHTS

Each Party shall retain all rights, title and interest in and to all its respective Intellectual Property Rights. The rights granted to You to use the Services do not convey any additional rights in the Services or in any Intellectual Property Rights associated therewith.

All rights, title and interest in and to the Services and all components thereof, including all related Intellectual Property Rights, will remain with and belong exclusively to Cention.

Cention shall have a royalty-free, worldwide, perpetual license to use any suggestions, enhancement requests, or feedback received from You.

5. THIRD PARTY SERVICES

If You enable, access or use Third Party Services, Your access and use are governed solely by the terms of such Third Party Services. We do not endorse, are not responsible for, and make no representations regarding Third Party Services.

We are not liable for any damage or loss caused by Your use of Third Party Services.

6. BILLING, PLAN MODIFICATIONS AND PAYMENTS

All Subscription Charges are due in full upon commencement of Your Subscription Term. If You fail to pay within five (5) business days of notice, We may suspend or terminate access to the Services.

If You upgrade Your Service Plan during the Subscription Term, incremental charges will be prorated and due immediately.

No refunds or credits will be provided if You elect to downgrade Your Service Plan.

You are responsible for paying all applicable Taxes, except those assessable against Cention's net income.

Late fees of 8% per annum apply to overdue invoices.

Suspension of Service

Cention may suspend access to the Service if payment is outstanding or late. Access will resume when all outstanding amounts are paid. Cention will not be liable for any claims arising from suspension under this section.

7. CANCELLATION AND TERMINATION

Either Party may terminate Your subscription as of the end of the Subscription Term by providing notice thirty (30) days prior to the end of such term. Otherwise, Your subscription will automatically renew for an equivalent term.

No refunds will be provided if You terminate prior to the end of Your Subscription Term, except as provided in Section 7.5.

We reserve the right to suspend or terminate the Services if You violate this Agreement.

Either Party may terminate for cause upon thirty (30) days' written notice of a material breach if such breach remains uncured.

Upon request within thirty (30) days after termination, We will make Service Data available for export. After such period, We may delete all Service Data.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

We warrant that the Services will perform materially in accordance with the Documentation.

EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES.

CENTION'S AGGREGATE LIABILITY SHALL NOT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

Some jurisdictions do not allow these limitations, in which case Cention's liability will be limited to the greatest extent permitted by law.

10. INDEMNIFICATION

We will indemnify You from claims that the Services infringe a third party's valid patent, copyright, trademark or trade secret, provided You promptly notify Us and give Us control of the defense.

You will indemnify Cention against claims arising from Your use of the Services in breach of this Agreement.

11. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT

You may not assign this Agreement without Our prior consent. We may assign this Agreement to any member of the Cention Group or in connection with a merger or sale of assets.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.

We may amend this Agreement with thirty (30) days' notice. Your continued use following the effective date constitutes acceptance.

12. SEVERABILITY

If any provision is held unenforceable, it shall be modified to accomplish the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

13. RELATIONSHIP OF THE PARTIES

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

14. NOTICE AND NOTICE PERIOD

Notices to You may be delivered by email to Your Account owner or by mail to Your contact address.

You must give notice to Cention by mail to:

Cention Group
Menara Worldwide Floor 19
198 Jalan Bukit Bintang
50100 Kuala Lumpur, Malaysia
Attn: Legal Department

For European customers:

Cention AB
Hälsingegatan 49
11331 Stockholm, Sweden

The agreement is terminated after a three (3) months' notice period from the notice day.

15. GOVERNING LAW

For Non-European Customers:

This Agreement shall be governed by the laws of Malaysia. Disputes shall be resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) in Kuala Lumpur. The arbitration shall be conducted by one arbitrator mutually agreed by the Parties, in English, and the award shall be final and binding.

For European Customers:

This Agreement shall be governed by the laws of Sweden. Disputes shall be resolved by Swedish courts, with Stockholm District Court as the court of first instance.

16. FEDERAL GOVERNMENT END USE PROVISIONS

If You are a U.S. federal government department or agency, the Services are "Commercial Items" as defined at 48 C.F.R. §2.101, and are licensed with only those rights provided under this Agreement.

17. ANTI-CORRUPTION

Neither Party shall offer or receive any gift or consideration as an inducement or reward for any act related to this Agreement. A breach of this condition entitles the other Party to immediately terminate this Agreement.

Both Parties shall comply with applicable anti-corruption laws, including the Malaysian Anti-Corruption Commission Act 2009.

18. SURVIVAL

Sections 1, 3.1, 4 and 9-17 shall survive any termination of this Agreement.

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SUPPLEMENTAL TERMS - CENTION APIs

If You use any API, You must obtain API credentials (a "Token") by becoming a Subscriber. You may not share this Token with any third party.

You shall not:

• Substantially replicate products or services offered by Cention
• Use the API to monitor availability, performance, or functionality for benchmarking purposes
• Repackage or resell the Services or API
• Interfere with, modify or disable any features of the Services or API
• Reverse engineer, decompile, or disassemble the Services or API

You are solely responsible for Your Applications and ensuring they do not violate third party rights, contain malicious software, or spam Cention users.

SUPPLEMENTAL TERMS - HOW WE PROTECT SERVICE DATA

Cention is committed to providing a robust security program including:

Security Policies and Personnel

We maintain a managed security program with a full-time information security team responsible for monitoring security infrastructure, responding to incidents, and training employees.

Data Transmission

We maintain safeguards to protect Service Data including encryption in transmission using TLS or similar technologies.

Incident Response

We have a 24×7 incident management process for security events with centralized monitoring and on-call staffing.

Access Control

We restrict administrative access to production systems to operational personnel with unique IDs and cryptographic keys based on least-privilege principles.

Network Security

Our data centers use industry standard redundant and secure network architecture with defense against unauthorized network activity.

Physical Security

Data center environments employ:

• 24×7×365 security organization
• Restricted access to system areas
• N+1 uninterruptable power supply and HVAC systems
• Backup power generators
• Advanced fire suppression