Terms of Service

1. Introduction and Acceptance

These Terms of Service (the "Terms") govern access to and use of the Tokenee website located at www.tokenee.com (the "Website") and any related software, platform, dashboards, APIs, developer tools, documentation, content, support channels, and related services made available by TOKENEE PTE. LTD., a private company limited by shares, incorporated and registered in Singapore under UEN 202546529 ("Tokenee", "we", "us", or "our").

These Terms form a binding agreement between Tokenee and the person or entity that accesses or uses the Services ("Customer", "you", or "your").

By accessing or using the Services, clicking to accept these Terms, executing an Order Form that incorporates these Terms, or otherwise using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Services.

2. Scope and Order of Precedence

2.1. These Terms apply to the use of the Services unless Tokenee and the Customer have entered into a separate written master services agreement or other negotiated agreement governing the same Services, in which case that separate agreement will control to the extent of any inconsistency.

2.2. If the Services are purchased under one or more ordering documents, order forms, statements of work, subscription schedules, or similar documents accepted by the parties (each, an “Order Form”), each such Order Form is incorporated into these Terms by reference.

2.3. In the event of inconsistency, the following order of precedence applies unless expressly stated otherwise in an Order Form:

1. the applicable Order Form;

2. these Terms;

3. any policies or guidelines expressly incorporated by reference.

3. Definitions

For purposes of these Terms:

4. Nature of the Services; Important Regulatory Disclaimer

4.1. Tokenee is a technology provider only. The Services are software tools intended to assist business customers in designing, configuring, enabling, administering, and making accessible digital or tokenised workflows relating to real-world assets and associated data.

4.2. Tokenee does not:

1. provide investment, financial, securities, tax, accounting, audit, valuation, corporate finance, brokerage, dealer, exchange, payment, escrow, trustee, or custody services;

2. provide legal, regulatory, or compliance advice;

3. issue securities, units, fund interests, derivatives, cryptocurrencies, stablecoins, or other financial products;

4. act as an issuer, arranger, distributor, underwriter, broker, exchange, transfer agent, nominee, custodian, trustee, wallet provider, or marketplace operator;

5. hold, manage, safeguard, receive, transmit, or control customer fiat currency, digital assets, private keys, or investor assets; or

6. execute trades, settlements, redemptions, subscriptions, secondary transactions, or other regulated activities on behalf of any person.

4.3. The Customer acknowledges and agrees that it is solely responsible for determining whether its use of the Services, its business model, its assets, its tokenisation structure, its documentation, its investor or customer interactions, its disclosures, and its onboarding or distribution activities are lawful and compliant in each relevant jurisdiction.

4.4. No statement, content, documentation, communication, demo, roadmap, support communication, training session, or feature made available by Tokenee constitutes financial promotion, solicitation, prospectus-level disclosure, investment advice, legal advice, or a recommendation to engage in any transaction.

5. Eligibility and Business Use Only

5.1. The Services are intended solely for business and professional use. You may not use the Services as a consumer.

5.2. You represent and warrant on an ongoing basis that:

1. you are duly organised, validly existing, and in good standing under the laws of your jurisdiction of formation, where applicable;

2. you have all rights, consents, licenses, approvals, and authority necessary to enter into these Terms and use the Services;

3. your use of the Services will comply with all applicable laws, regulations, sanctions, court orders, and binding industry standards; and

4. neither you nor, to your knowledge, your Authorised Users will use the Services for any illegal, fraudulent, deceptive, abusive, or infringing purpose.

6. Account Registration and Security

6.1. Customers may be required to create one or more accounts in order to access the Services. Customers shall provide accurate, current, and complete information and shall promptly update such information if it changes.

6.2. Customers are responsible for:

1. provisioning and de-provisioning Authorised Users;

2. maintaining the confidentiality of all login credentials, API keys, tokens, passwords, and authentication devices;

3. ensuring that Authorised Users use the Services only as permitted under these Terms; and

4. all acts and omissions occurring under Customer’s accounts.

3. Customers shall promptly notify Tokenee of any suspected or actual unauthorised access, credential compromise, security incident affecting the Services, or misuse of Customer’s accounts.

4. Tokenee may require the use of multi-factor authentication, password rotation, IP restrictions, role-based permissions, or other security controls as a condition of access.

7. Orders, Subscriptions, and Access Rights

7.1. Subject to the Customer's compliance with these Terms and payment of all applicable Fees, Tokenee grants the Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right, terminable only in accordance with these Terms, for Authorised Users to access and use the Services and Documentation solely for the Customer's internal business purposes and in accordance with the applicable Order Form and Documentation. For the avoidance of doubt, this licence does not include any right to sublicense, resell, or make the Services available to any third party except as expressly stated in these Terms.

7.2. Unless expressly stated otherwise in an Order Form, subscriptions are purchased for a specified scope, feature set, usage metric, environment, geographic coverage, number of entities, number of Authorised Users, API capacity, or transaction band, and may not be exceeded.

7.3. Customers shall not:

1. permit any third party other than Authorised Users to access or use the Services;

2. resell, sublicense, lease, timeshare, distribute, or otherwise make the Services available to any third party except as expressly permitted in writing by Tokenee;

3. use the Services to provide outsourced, hosted, managed, bureau, or white-label services to third parties unless expressly permitted in an Order Form;

4. access or use the Services to build a competing product or service or benchmark the Services for external publication without Tokenee’s prior written consent.

7.4. Tokenee may update, improve, enhance, modify, or discontinue features of the Services from time to time, provided that Tokenee does not materially reduce the core functionality purchased by the Customer during the then-current Subscription Term, except where required for legal, security, or third-party dependency reasons.

8. Customer Responsibilities

The Customer is solely responsible for:

1. its business decisions, workflows, outputs, configurations, asset structures, disclosures, investor or user communications, and compliance posture;

2. obtaining all legal, tax, accounting, regulatory, compliance, and technical advice necessary for its activities;

3. all Customer Data, including its accuracy, completeness, legality, reliability, and integrity;

4. ensuring that it has all rights and lawful bases necessary to submit Customer Data to the Services and authorise Tokenee to process it under these Terms;

5. maintaining appropriate security over any systems, networks, keys, wallets, custodians, exchanges, transfer agents, brokers, administrators, registrars, market infrastructures, token standards, smart contracts, or third-party providers used by Customer;

6. all onboarding, KYC, KYB, AML, CFT, sanctions screening, suitability, appropriateness, marketing, promotions, investor restrictions, and transfer restrictions applicable to its activities; and

7. the acts and omissions of its Authorised Users, service providers, end customers, investors, counterparties, and agents in relation to the Services.

9. Acceptable Use Restrictions

The Customer shall not, and shall not permit any third party to:

1. use the Services in violation of any law, regulation, sanctions program, or third-party right;

2. use the Services in connection with illegal offerings, unlawful solicitations, market manipulation, fraud, money laundering, terrorist financing, sanctions evasion, deceptive practices, or infringement;

3. interfere with, disrupt, damage, disable, overburden, or impair the Services or the systems or networks connected to them;

4. reverse engineer, decompile, disassemble, decode, adapt, scrape, copy, or attempt to derive source code, object code structure, algorithms, models, or non-public APIs of the Services, except to the extent such restriction is prohibited by applicable law and then only after prior written notice to Tokenee;

5. circumvent usage limits, security features, access controls, or technical restrictions;

6. upload viruses, malware, ransomware, malicious code, harmful scripts, or other disruptive material;

7. conduct vulnerability scans, penetration testing, load testing, or security testing without Tokenee’s prior written approval;

8. remove or obscure any proprietary notices; or

9. use the Services with content or in a manner that could reasonably expose Tokenee to regulatory registration, licensure, or supervisory obligations that Tokenee has not expressly agreed in writing to undertake.

10. Third-Party Services and Networks

10.1. The Services may interoperate with, depend on, or enable connections to third-party products, services, APIs, hosting environments, blockchain networks, wallets, custodians, identity systems, data sources, communication channels, model providers, or infrastructure (“Third-Party Services”).

10.2. The Customer acknowledges that Tokenee does not control and is not responsible for Third-Party Services, including their availability, security, legality, performance, fees, rules, service levels, forks, outages, failures, changes, or discontinuation.

10.3. The Customer is solely responsible for procuring and complying with the terms of any Third-Party Services it elects to use.

10.4. Tokenee may remove or modify integrations with Third-Party Services where reasonably necessary due to legal, operational, commercial, or security considerations.

11. AI-Related Features

11.1. If the Services include AI-enabled or machine-assisted features, the Customer acknowledges that such features may generate probabilistic, incomplete, inaccurate, or unexpected outputs.

11.2. The Customer is solely responsible for reviewing, validating, interpreting, and deciding whether to rely on any outputs, recommendations, classifications, summaries, or suggested actions generated through AI-enabled features.

11.3. Tokenee does not warrant that any AI-enabled output is accurate, suitable, compliant, or fit for any particular purpose, including regulated decision-making or financial decision-making.

11.4. The Customer shall not use AI-enabled features in a manner prohibited by applicable law, including where prohibited automated decision-making or inadequate human oversight would create legal risk.

12. Support and Service Levels

12.1. Unless otherwise stated in an Order Form, Tokenee will provide standard support during its normal business hours through the channels designated by Tokenee.

12.2. Tokenee may classify support issues by severity and may require the Customer to provide reasonable cooperation, logs, reproductions, screenshots, or other information necessary to investigate and resolve issues.

12.3. Unless expressly agreed in writing, any service levels, response times, uptime commitments, implementation services, training, or customer success commitments are provided on a commercially reasonable basis only and do not constitute a warranty.

13. Beta, Trial, Evaluation, and Free Services

13.1. Tokenee may make available Services, features, modules, environments, sandboxes, APIs, previews, or functionality designated as beta, pilot, proof-of-concept, test, evaluation, preview, or free ("Beta Services").

13.2. Beta Services are provided “as is”, “as available”, without warranties of any kind, and may be modified, suspended, or discontinued at any time.

13.3. Tokenee shall have no liability arising out of or relating to Beta Services, except for liability that cannot be excluded under applicable law.

13.4. The Customer shall not use Beta Services with production-critical or highly sensitive data unless expressly agreed by Tokenee in writing.

14. Fees, Billing, Taxes, and Payment

14.1. The Customer shall pay all Fees specified in the applicable Order Form in accordance with the payment terms set out therein.

14.2. Unless otherwise specified, all Fees:

1. are stated and payable in the currency stated in the Order Form;

2. are non-cancellable and non-refundable, except that where Tokenee terminates these Terms or an affected Order Form other than for cause, Tokenee shall refund any prepaid Fees for the unused remainder of the applicable Subscription Term;

3. are based on subscriptions purchased and not actual usage; and

4. exclude all taxes, duties, levies, VAT, GST, sales tax, withholding tax, and similar governmental charges.

14.3. The Customer is responsible for all taxes associated with its purchases under these Terms, excluding taxes based on Tokenee’s net income, property, or payroll.

14.4. If the Customer is required by law to withhold any amount from payments due to Tokenee, the Customer shall gross up the payment so that Tokenee receives the full amount it would have received absent such withholding, unless the Order Form expressly states otherwise.

14.5. Late payments may accrue interest at the lower of 1.5% (one and one-half per cent) per month or the maximum amount permitted by law, plus reasonable collection costs.

14.6. Tokenee may suspend access to the Services if Fees are overdue, provided Tokenee gives reasonable prior notice where practicable.

15. Confidentiality

15.1. "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential, including business plans, technical information, product designs, source code, security information, pricing, roadmaps, customer information, non-public documentation, and the terms of any Order Form.

15.2. Confidential Information does not include information that the Recipient can demonstrate:

1. is or becomes publicly available without breach of these Terms;

2. was already lawfully known to the Recipient without confidentiality obligation;

3. is lawfully received from a third party without restriction; or

4. is independently developed without use of the Discloser’s Confidential Information.

15.3. The Recipient shall:

1. use the Discloser’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms;

2. protect the Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar information; and

3. disclose the Confidential Information only to its employees, contractors, professional advisers, auditors, Affiliates, and service providers who have a need to know and are bound by confidentiality obligations no less protective than those set out here.

15.4. The Recipient may disclose Confidential Information to the extent required by law, regulation, court order, or binding governmental request, provided that, where legally permitted, it gives prompt notice to the Discloser and reasonable cooperation to seek confidential treatment.

15.5. Upon written request following termination or expiration, each party shall return or securely destroy the other party’s Confidential Information, except to the extent retention is required by law, internal compliance obligations, standard backup processes, or evidentiary preservation requirements.

16. Customer Data

16.1. As between the parties, the Customer retains all right, title, and interest in and to Customer Data.

16.2. The Customer grants Tokenee a non-exclusive, worldwide, limited right to host, copy, transmit, process, display, reformat, adapt, and otherwise use Customer Data solely to provide, secure, support, maintain, improve, and administer the Services, enforce these Terms, comply with law, and as otherwise instructed by Customer through the features of the Services.

16.3. The Customer represents and warrants that Customer Data and Tokenee’s permitted processing of Customer Data under these Terms will not violate applicable law, third-party rights, confidentiality obligations, or data protection laws.

16.4. The Customer acknowledges that operation of the Services may require the transfer, storage, or processing of Customer Data in Singapore and other jurisdictions where Tokenee or its subprocessors maintain operations, subject to applicable law and Tokenee’s Privacy Policy (available on the Website).

17. Usage Data and Aggregated Data

17.1. Tokenee may collect, generate, and use Usage Data for service operation, security, support, analytics, billing, planning, performance optimisation, product improvement, capacity management, and other lawful internal business purposes.

17.2. Tokenee may aggregate, anonymise, or de-identify data derived from Customer’s use of the Services, and may use such aggregated or de-identified information for any lawful business purpose, provided it does not identify Customer or any natural person.

18. Intellectual Property

18.1. Tokenee and its licensors own and retain all right, title, and interest in and to the Services, Documentation, Tokenee Materials, Usage Data, aggregated or de-identified data, and all related Intellectual Property Rights.

18.2. No rights are granted to the Customer other than the limited rights expressly set out in these Terms.

18.3. Any suggestions, ideas, enhancement requests, recommendations, corrections, or feedback provided by the Customer regarding the Services may be used by Tokenee without restriction or obligation, and the Customer hereby grants Tokenee a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use and exploit such feedback for any purpose.

19. Publicity

Unless otherwise expressly prohibited in an Order Form, Tokenee may identify the Customer by name and logo in customer lists, investor materials, website references, and ordinary-course marketing materials solely to state that the Customer is a customer of Tokenee. Any more detailed case study, quote, or press release will require the Customer’s prior written approval.

20. Compliance with Laws

20.1. Each party shall comply with all laws applicable to its own business and performance under these Terms.

20.2. Without limiting the foregoing, the Customer shall be solely responsible for complying with all laws and regulations applicable to:

1. securities, capital markets, funds, financial promotions, payment services, investment activities, commodities, real estate syndication, private credit, credit intermediation, and tokenisation;

2. anti-money laundering, counter-terrorist financing, sanctions, and export controls;

3. privacy, data protection, direct marketing, consumer protection, and recordkeeping; and

4. local licensing, authorisations, registrations, approvals, exemptions, prospectus rules, transfer restrictions, and suitability standards.

20.3. The Customer shall not use the Services in or for the benefit of any country, person, organisation, or entity subject to comprehensive sanctions or export prohibitions in a manner prohibited by law.

21. Security

21.1. Tokenee will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.

21.2. Tokenee may, from time to time, update its security measures, provided such changes do not materially reduce the overall security posture of the Services during the then-current Subscription Term.

21.3. The Customer acknowledges that no system or network is completely secure and that Tokenee cannot guarantee absolute security.

22. Suspension Rights

22.1. Immediate Suspension. Tokenee may suspend or restrict access to all or part of the Services immediately, with or without prior notice, where reasonably necessary, in any of the following circumstances:

1. the Customer's use of the Services poses an imminent or material security risk to the Services, Tokenee's infrastructure, or any third party;

2. Tokenee has reasonable grounds to suspect active fraud, money laundering, terrorist financing, sanctions evasion, or other imminent unlawful activity by or through the Customer's account;

3. continued provision of the Services would expose Tokenee to material legal, regulatory, or reputational risk that cannot reasonably be mitigated without suspension;

4. Fees are overdue by more than 10 (ten) business days following written notice from Tokenee in accordance with Section 14.6; or

5. suspension is required by applicable law, a court order, a binding governmental request, or a direction from a competent regulatory authority.

22.2. Suspension Following Notice. For any breach of these Terms not falling within Section 22.1, Tokenee may suspend the Customer's access to the Services by delivering written notice identifying the breach in reasonable detail and specifying a cure period of not less than 10 (ten) business days. If the Customer fails to cure the breach within that period, Tokenee may suspend or restrict access with immediate effect. No cure period is required for a breach that is incapable of remedy.

22.3. Where practicable and where legally permitted, Tokenee will: (i) provide the Customer with a description of the concern that has given rise to the suspension at or around the time suspension takes effect; and (ii) lift the suspension promptly upon the Customer's satisfactory remediation of the relevant issue, as determined by Tokenee acting reasonably. Suspension does not relieve the Customer of its payment obligations accrued prior to suspension.

22.4. Tokenee shall not be liable to the Customer or any third party for any loss, damage, or inconvenience arising from a suspension effected in accordance with this Section 22.

23. Warranties and Disclaimers

23.1. Each party represents and warrants that it has the power and authority to enter into these Terms.

23.2. Tokenee warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards for comparable SaaS services.

23.3 Except as expressly stated in Section 23.2, the Services, Documentation, Website, APIs, content, support, integrations, and all related materials are provided “as is” and “as available”, and Tokenee disclaims all other warranties, conditions, representations, and terms of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, satisfactory quality, title, non-infringement, quiet enjoyment, accuracy, fitness for a particular purpose, or that the Services will be uninterrupted, error-free, secure, or free from harmful code.

23.4. Tokenee does not warrant that the Services will:

1. satisfy the Customer’s legal or regulatory obligations;

2. make any offering, issuance, workflow, or token structure lawful;

3. prevent all unauthorised access, cyber incidents, or fraud;

4. interoperate with any third-party network, blockchain, wallet, or provider on a continuous basis; or

5. achieve any commercial, financial, investment, or business outcome.

23.5. The Customer acknowledges that Tokenee does not verify or endorse any asset, issuer, customer, investor, counterparty, transaction, or legal structure.

24. Indemnities

24.1. Customer Indemnity. The Customer shall defend, indemnify, and hold harmless Tokenee, its Affiliates, and their respective directors, officers, employees, and agents from and against all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. Customer Data;

2. The Customer’s or any Authorised User’s use of the Services in violation of these Terms or applicable law;

3. The Customer’s products, services, tokenisation activities, offerings, issuances, distributions, marketing, onboarding, transfers, investor interactions, or regulatory non-compliance;

4. any allegation that the Customer lacked the right or lawful basis to provide Customer Data or instruct Tokenee to process it; or

5. any dispute between the Customer and its own customers, investors, end users, counterparties, regulators, or service providers.

24.2. Tokenee IP Indemnity. Tokenee shall defend the Customer against any third-party claim alleging that the Services, when used by the Customer as expressly permitted under these Terms, infringe such third party’s patent, copyright, or trademark, and Tokenee shall pay damages finally awarded or settlements approved by Tokenee, provided that the Customer:

1. promptly notifies Tokenee in writing;

2. grants Tokenee sole control of the defence and settlement; and

3. provides reasonable assistance at Tokenee’s expense.

24.3. Tokenee shall have no obligation under Section 24.2 to the extent a claim arises from:

1. Customer Data;

2. use of the Services in combination with items not supplied by Tokenee;

3.  modifications not made by Tokenee;

4. the Customer’s failure to use updated versions made available by Tokenee; or

5. use of the Services outside the scope permitted by these Terms.

24.4. If the Services are, or in Tokenee’s opinion are likely to be, subject to an infringement claim, Tokenee may, at its option:

1. procure for the Customer the right to continue using the affected Services;

2. modify or replace the affected Services so they become non-infringing without materially reducing their functionality; or

3. terminate the affected Services and refund prepaid Fees covering the unused remainder of the Subscription Term for the terminated portion.

24.5. This Section 24 states Tokenee’s sole and exclusive liability, and the Customer’s sole and exclusive remedy, for third-party intellectual property claims relating to the Services.

25. Limitation of Liability

25.1. To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, contracts, or business opportunity, arising out of or relating to these Terms, even if advised of the possibility of such damages.

25.2. To the maximum extent permitted by applicable law, Tokenee's total aggregate liability to the Customer arising out of or relating to these Terms or the Services, whether based on contract, tort (including negligence or breach of statutory duty), strict liability, statute, equity, or any other legal or equitable theory, and whether arising from a single event or a series of related or unrelated events or circumstances, shall not exceed, in the aggregate across all claims, actions, proceedings, and causes of action (whether brought during or after the Subscription Term), the total Fees actually paid or payable by the Customer to Tokenee under the applicable Order Form during the period of 12 (twelve) calendar months immediately preceding the date on which the first event giving rise to the relevant claim(s) occurred. For the avoidance of doubt:

1. this aggregate cap applies across all claims irrespective of the number of incidents, the basis of the claim, or whether the claims are brought concurrently or successively;

2. where multiple Order Forms are in effect, the cap shall be calculated by reference to the Order Form most directly related to the claim, or, where the claim relates to general platform access, by reference to total Fees paid across all active Order Forms; and

3. this Section 25.2 shall not be construed to increase Tokenee's liability beyond what is otherwise permitted or excludable under applicable law.

25.3. The exclusions and limitations in this Section do not apply to:

1. the Customer’s payment obligations;

2. either party’s fraud or fraudulent misrepresentation;

3. death or personal injury caused by negligence to the extent such liability cannot be limited by law;

4. the Customer’s indemnity obligations;

5. the Customer’s breach of Sections 9, 15, 18, or 20; or

6. liability that cannot be excluded or limited under applicable law.

26. Term and Termination

26.1. These Terms commence on the earlier of the date the Customer first accepts them or first uses the Services, and continue until terminated in accordance with this Section.

26.2. Each Order Form will remain in effect for its Subscription Term unless terminated earlier in accordance with these Terms.

26.3. Unless otherwise specified in an Order Form, subscriptions automatically renew for successive renewal terms equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 60 (sixty) days before the end of the then-current term.

26.4. Either party may terminate these Terms or an affected Order Form for cause upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 (thirty) days after receipt of notice, except that no cure period is required for breaches incapable of cure.

26.5. Tokenee may terminate or suspend immediately if the Customer becomes insolvent, enters liquidation, has a receiver appointed, ceases business, or if continued performance would be unlawful.

27. Effect of Termination

27.1. Upon expiration or termination:

1. the Customer’s rights to access and use the terminated Services cease immediately;

2. the Customer shall promptly pay all accrued but unpaid Fees;

3. each party shall comply with Section 15.5 regarding Confidential Information; and

4. any provisions that by their nature should survive shall survive, including Sections 4, 8, 9, 10, 11, 14, 15, 17, 18, 20, 23, 24, 25, 27, 29, 30, 31, and 32.

27.2. Tokenee will retain Customer Data for a period of 30 (thirty) days following the effective date of expiration or termination of the applicable Order Form or these Terms (the "Post-Termination Retention Period"). During the Post-Termination Retention Period, the Customer may use any standard data export functionality available within the Services to retrieve a copy of Customer Data. Following expiry of the Post-Termination Retention Period, Tokenee may, without further notice to the Customer, permanently delete, destroy, or render irrecoverable all Customer Data in its possession or control, in accordance with Tokenee's then-current data retention practices, except to the extent that:

1. retention is required by applicable law, regulatory obligation, or a binding court or governmental order;

2. the data forms part of standard system backups or automated archives that cannot reasonably be selectively purged, in which case such data will be deleted in the ordinary course of Tokenee's backup rotation cycle; or

3. retention is reasonably necessary for the prevention or investigation of fraud, audit, dispute resolution, or the enforcement of legal claims.

27.3. Following expiry of the Post-Termination Retention Period, Tokenee shall have no obligation to retain, retrieve, recover, or restore any Customer Data and shall have no liability whatsoever for its deletion. The Customer acknowledges that it is solely responsible for exporting and retaining copies of Customer Data prior to the expiry of the Post-Termination Retention Period.

28. Data Export and Transition Assistance

Unless expressly agreed in an Order Form, Tokenee is not obligated to provide post-termination transition services. Where the Services include standard export functionality, the Customer may use such functionality during the Subscription Term and for any limited post-termination access period expressly provided by Tokenee.

29. Governing Law and Dispute Resolution

29.1. These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Singapore, without regard to conflict of laws principles.

29.2. Prior to commencing any formal dispute resolution proceedings, the parties shall attempt to resolve any dispute, controversy, or claim arising out of or in connection with these Terms (a “Dispute”). Either party may initiate this process by delivering written notice to the other party identifying the Dispute in reasonable detail. The relevant representatives of each party shall meet within 20 (twenty) days of such notice and attempt in good faith to resolve the Dispute. Either party may proceed to arbitration under Section 29.3 if:

1. the Dispute has not been resolved within 30 (thirty) days of the notice; or

2. the other party fails to engage in good faith within the stipulated timeframe.

29.3. Any Dispute not resolved pursuant to Section 29.2 shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force (“SIAC Rules”), which rules are deemed incorporated into this Section 29 by reference. The arbitration shall be:

1. seated in Singapore;

2. conducted in the English language;

3. determined by a sole arbitrator appointed in accordance with the SIAC Rules where the aggregate amount in dispute does not exceed SGD 1,000,000 (one million Singapore Dollars), and by a tribunal of 3 (three) arbitrators appointed in accordance with the SIAC Rules for disputes exceeding that threshold; and

4. confidential, and neither party shall, without the prior written consent of the other party, disclose the existence, content, conduct, or result of any arbitration, except as required by applicable law, regulation or binding court order or governmental request.

29.4. The arbitral award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party irrevocably waives any right it may have to apply to any court to determine a preliminary point of law in connection with any arbitration under these Terms.

29.5. Nothing in this Section 29 prevents either party from seeking urgent injunctive, interim, or other equitable relief from any court of competent jurisdiction to protect its Confidential Information, Intellectual Property Rights, or security interests, or to prevent irreparable harm, without prejudice to the right to pursue the underlying Dispute through arbitration.

29.6. Unless the arbitral tribunal otherwise directs, each party shall bear its own legal costs in connection with the arbitration. The costs of the arbitration (including SIAC administrative fees and arbitrator fees) shall be allocated by the tribunal in its award.

30. Changes to the Services or Terms

30.1. Tokenee may modify these Terms from time to time. If Tokenee makes a material change, it will provide notice by posting the updated Terms on its Website, through the Services, or by other reasonable means.

30.2. Changes will become effective on the stated effective date. The Customer’s continued use of the Services after that date constitutes acceptance of the revised Terms.

30.3. If the Customer does not agree to a material change, the Customer must stop using the Services and, where applicable, may elect not to renew at the end of the current Subscription Term.

31. Notices

31.1. Notices to the Customer may be given by email, in-product notification, account notice, or posting to Tokenee’s Website.

31.2. Notices to Tokenee must be sent to:

TOKENEE PTE. LTD.

Address: 77 High Street #10-12B, High Street Plaza, Singapore 179433

Email: legal@tokenee.com

31.3. Notices are deemed given:

1. if by email, when sent unless the sender receives a bounce-back;

2. if by courier, on delivery confirmation; or

3. if by posting in the Services, when posted.

32. General

32.1. Entire Agreement. These Terms and all incorporated Order Forms constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements relating to the same subject matter.

32.2. Assignment. The Customer may not assign or transfer these Terms without Tokenee’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms. Tokenee may assign these Terms to an Affiliate or in connection with a corporate reorganisation, merger, acquisition, or sale of assets.

32.3. Subcontracting. Tokenee may use Affiliates and subcontractors in performing its obligations, but remains responsible for their performance to the extent required by law and these Terms.

32.4. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

32.5. Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, internet failures, telecom failures, labour disputes, war, terrorism, pandemics, utility failures, cyberattacks by third parties, governmental action, or failures of third-party infrastructure.

32.6. No Waiver. Failure to enforce any provision is not a waiver.

32.7. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

32.8. No Third-Party Beneficiaries. Except as expressly stated, these Terms create no rights in any third party.

32.9. Electronic Execution. Acceptance by click-through, electronic signature, or other electronic means is valid and binding.