agreement

MAIN SERVICES AGREEMENT

THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S USE OF GI SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

THE TERM “CUSTOMER” HEREOF SHALL ONLY REFER TO A COMPANY OR OTHER LEGAL ENTITY AND ITS AFFILIATES. IF THE CUSTOMER ACCEPTING THIS AGREEMENT DOES NOT MAKE THE PAYMENT PURSUANT TO THIS AGREEMENT, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH CUSTOMER MUST NOT ACCEPT THIS AGREEMENTAND NOT USE THE SERVICES.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, AND (3) MAKING THE PAYMENT TO USE THE SERVICES PURSUNT TO THE ORDER MUTUALLY CONFIRMED AND AGREED BY CUSTOMER AND GI, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ENTERS INTO A CONTRACTUAL RELATIONSHIP WITH GI UPON THE COMPLETION OF THE ABOVE THREE STEPS. ONCE THE CUSTOMER ACCEPTS THE AGREEMENT BUT DOES NOT FULFILL THE OBLIGATION OF MAKING THE PAYMENT FOR THE USE OF SERVICES, GI HAS FULL RIGHTS TO TERMINATE THE SUBSCRIPTED ACCOUNT OR CEASE PROVIDING SERVICES FOR NO REASONS OR TAKE LEGAL ACTIONS FOR ANY BREACHES OF THIS AGREEMENT OR THE ORDER FORM.

GI’s direct competitors are prohibited from accessing the Services, except with GI’s prior written consent.

This Agreement was last updated on January 12, 2024. It is effective between Customer and GI as of the date of Customer’s accepting this Agreement (the “Effective Date”).

1. DEFINITIONS

“ Agreement” means this Main Services Agreement.

“ Services ” means ERP, MES, traceability in textile supply chain, finance blockchain, carbon calculations, smart farms etc.

“Content ” means information obtained by GI from publicly available sources or its third-party providers and made available to Customer through the Services, or pursuant to an Order Form, as more fully described in the Documentation.

“ Customer ” means a company or other legal entity accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms.

“ Customer Data ” means electronic data and information submitted by or for Customer to the Services, excluding and Non-GI Applications.

“Documentation” means the applicable Service’s online documentation at Platform of Spinise and its usage guides and policies, as updated from time to time, accessible via [www.spinise.com] or login to the applicable Service.

“ Free Services ” means Services that GI makes available to Customer free of Charge. Free services exclude Services offered as a free trial and Purchased Services.

“ Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“ Non-GI Application ” means Web-based, mobile, offline or other software functionality that interoperates with a Service that is provided by Customer or a third party. Non-GI Applications, other than those obtained or provided by Customer, will be identifiable as such.

“ Order Form ” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between GI and Customer or any of their Affiliates, including any supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

“ Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form.

“ Services ” means a platform of Spinise (www.spinise.com) independently developed by GI, which integrates MES, import, sales and storage, CRM, B2B mall, etc., and provides Customers with marketing management, sales management, order management, service management, partner management and other business digital system construction services. The services that are ordered by Customer under an Order Form provided by GI or provided to Customer free of charge (as applicable) or under a free trial, and made available online by GI, including associated GI offline or mobile components, as described in the Documentation. “Services” exclude and Non-GI Applications.

“ GI” means GENERAL INTELLIGENCE PRIVATE LIMITED, a limited liability company incorporated in Singapore.

“ Affiliate ” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“ User ” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by GI without charge), and to whom Customer ( when applicable, GI at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include employees, consultants, contractors and agents of Customer and its affiliates prior to the approval of GI.

2. GI RESPONSIBILITIES

2.1 Provision of Purchased Services. GI will (a) make the Services and available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable GI standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which GI shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond GI’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, outbreak of pandemic, civil unrest, act of terror, strike, Internet service provider failure or delay, Non-GI Application, and (d) provide the Services in accordance with laws and government regulations applicable to GI’s provision of its Services to its customers generally, and subject to Customer’s and Users’ use of the Services in accordance with this Agreement, the Documentation and the applicable Order Form.

2.2 Protection of Customer Data. GI will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users).Upon the termination or the expiry of the subscription, Neither will GI have an obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited, nor will GI undertake any liability for the loss arising from or in connection with the Data even if the Data has acquired and protected during the term of the service.

Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, GI will make Customer Data available to Customer for export or download as provided in the Documentation. After such 30-day period, GI will have no obligation to maintain or provide any Customer Data, and as provided in the Documentation will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

2.3 GI Personnel. GI will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with GI’s obligations under this Agreement, except as otherwise specified in this Agreement.

2.4 Spinise Services. Customer may choose to purchase certain quantity of applicable functionality or feature of Spinise Services at [http://www.spinise.com] subject to the specific needs of various Customers.

2.5 Free Trial. If Customer registers on GI’s for a free trial, GI will make the applicable Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service(s), or (c) termination by GI in its sole discretion. However, GI have the right to terminates Customer’s account if the free trial account is not activated within 7 days after Customer’s registration or log-in for 15 consecutive days of use. The free trial shall not be deemed as a waiver of the right to subsequent charges subject to the Order Form published by GI.

2.6 Free Services . GI may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that GI, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that GI will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason. The free services shall not be deemed as a waiver of the right to subsequent charges subject to the Order Form published by GI.

3. USE OF SERVICES AND

3.1 Subscriptions . Unless otherwise provided in the applicable Order Form or Documentation, Purchased Services are purchased as subscriptions for the term stated in the applicable Order Form according to the needs of Customer. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by GI regarding future functionality or features. In addition, GI has the full rights to change, upgrade, modify or transfer Services and or its related application thereof from time to time, of which GI will give electrical notices in advance on its official website.

3.2 Usage Limits. Services are subject to usage limits specified in Order Forms and Documentation according to the specific needs of Customer. If Customer exceeds a contractual usage limit and Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Services or promptly upon GI’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-GI Applications with which Customer uses Services or , (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and , and notify GI promptly of any such unauthorized access or use, (d) use Services and only in accordance with this Agreement, Documentation,, Order Forms and applicable laws and government regulations of both GI and Customer are domiciled, and (e) comply with terms of service of any Non-GI Applications with which Customer uses Services or. Any use of the Services in breach of the foregoing by Customer or Users that in GI’s judgment threatens the security, integrity or availability of GI’s services, may result in GI’s immediate suspension of the Services and/or legal remedy to claim for damages arising from the above breach. However, GI will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

3.4 Usage Restrictions. Customer will not (a) make any Service or available to anyone other than Customer or Users, or use any Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or , or include any Service in a service bureau or outsourcing offering, (c) use a Service Non-GI Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service Non-GI Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access, copy or use any of GI intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works of a Service or any part, feature, function or user interface thereof, (i) copy except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or , other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or or access it to (1)build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

3.5 Removal of Non-GI Applications. If Customer receives notice, including from GI, that or a Non-GI Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, Customer will promptly do so. If Customer does not take required action, including deleting any Customer may have downloaded from the Services, in accordance with the above, or if in GI’s judgment continued violation is likely to reoccur, GI may disable the applicable Service and/or Non-GI Application. If requested by GI, Customer shall confirm deletion and discontinuance of use of such and/or Non-GI Application in writing and GI shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.

4. FEES AND PAYMENT

4 .1 Fees . Customer will pay all fees within 15 days after the Execution of Order Form to the designated account of GI specified in Order Forms and a service account that solely belongs to Customer will be activated within 5 days after the payment. In default or the refusal of making due payment, GI has the right to terminate the subscripted account or cease the services (in the case of free trial or free services) for no reasons. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and subscriptions Customer purchased, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

4 .2 Invoicing and Payment . Customer will provide GI with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to GI. If Customer provides credit card information to GI, Customer authorizes GI to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, GI will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to GI and notifying GI of any changes to such information.

4 .3 Overdue Charges . If any invoiced amount is not received by GI by the due date, then without limiting GI’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance, or the maximum rate permitted by law, whichever is lower, and/or (b) GI may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

4 .4 Suspension of Service and Acceleration. If any charge owing by Customer under this for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized GI to charge to Customer’s credit card), GI may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, GI will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

4 . 5 Taxes . GI's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If GI has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, GI will invoice Customer and Customer will pay that amount unless Customer provides GI with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, GI is solely responsible for taxes assessable against it based on its income, property and employees.

5 PROPRIETARY RIGHTS AND LICENSES

5 .1 Reservation of Rights . Subject to the limited rights expressly granted hereunder, GI, its Affiliates, its licensors and Providers reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5 .2 Access to and Use of . Customer has the right to access and use applicable subject to the terms of applicable Order Forms, this Agreement and the Documentation.

5 .3 License by Customer to GI. Customer grants GI and its Affiliates a worldwide, limited-term license to host, copy, use, transmit, and display any Non-GI Applications and program code created by or for Customer using a Service or for use by Customer with the Services, and Customer Data, each as appropriate for GI to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Non-GI Application with a Service, Customer grants GI permission to allow the Non-GI Application and its provider to access Customer Data and information about Customer’s usage of the Non-GI Application as appropriate for the interoperation of that Non-GI Application with the Service. Subject to the limited licenses granted herein, GI acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-GI Application or such program code.

5 .4 License by Customer to Use Feedback . Customer grants to GI and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of GI’s or its Affiliates’ services.

6. CONFIDENTIALITY

6 .1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of GI includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional GI services.

6 .2 Protection of Confidential Information . As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, GI may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-GI Application Provider to the extent necessary to perform GI’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

6 .3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7 REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

7 .1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

7 .2 GI Warranties. GI warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) GI will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-GI Applications” section above, GI will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

7 .3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED FREE OF CHARGE, AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. The platform strictly prohibits the upload of personal and company-sensitive information. Users or user companies bear full responsibility for all uploaded personal data, encompassing but not limited to personal and company-sensitive information. The platform explicitly disclaims any liability for private or sensitive information uploaded by users.

8 INDEMNIFICATION

Customer will defend GI and its Affiliates against any claim, demand, suit or proceeding made or brought against GI by a third party (a) alleging that the combination of a Non-GI Application or configuration provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the Services in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the Services, (iii) a Non-GI Application provided by Customer(each a “Claim Against GI ”), and will indemnify GI from any damages, attorney fees and costs finally awarded against GI as a result of, or for any amounts paid by GI under a settlement approved by Customer in writing of, a Claim Against GI, provided GI (a) promptly gives Customer written notice of the Claim Against GI, (b) gives Customer sole control of the defense and settlement of the Claim Against GI (except that Customer may not settle any Claim Against GI unless it unconditionally releases GI of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim against GI arises from GI’s breach of this Agreement, the Documentation or applicable Order Forms.

9 LIMITATION OF LIABILITY

9 .1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

9 .2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10 TERM AND TERMINATION

1 0 .1 Term of Agreement. This Agreement commences on the date that Customer accepts this Agreement by paying all the fee as specified in Order Form in accordance with the “Fees and Payment” section above and continues until all subscriptions hereunder have expired or have been terminated.

1 0 .2 Term of Purchased Subscriptions. The term of each subscription shall shall last for one year from the date of activating a service account solely belongs to Customer as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. In addition, GI will present Customer a notice by email for renewal three (3) times 45 days before the end of the subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at GI’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

1 0 .3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) Customer does not make the payment for no reasons despite the acceptance of this Agreement has been made, or (iii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

1 0 .4 Refund or Payment upon Termination. If this Agreement is terminated by GI in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to GI for the period prior to the effective date of termination.

1 0 .5 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of and Non-GI Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as GI retains possession of Customer Data.

11 G OVERNING LAW AND DISPUTE SETTLEMENT

11.1 Governing Law . This Agreement shall be governed by and c onstrued in accordance with the laws of Hongkong, excluding conflict of laws principles.

11.2 Dispute Settlement . Any dispute, claim or controversy arising from or in connection with this Agreement, the applicable Order Form and the Documentation or the breach, termination or invalidity thereof, the Parties shall first seek to resolve the dispute in good faith through informal discussion. If such dispute, controversy, or claim cannot be resolved informally within a period of 10 (ten) business days from the date on which it arose, both Parties agree that it shall be finally and exclusively settled by arbitration in accordance with the Arbitration Rules in force administered by Hongkong International Arbitration Center(“HKIAC”). The place of Arbitration shall be in Hongkong. The arbitration tribunal shall comprise three (3) arbitrators, one appointed by each of the Parties hereto and the third by agreement between the Parties, in default of agreement, designated by HKIAC. Proceeding shall be conducted in English Language and the award of the arbitration tribunal shall be final and binding upon the Parties. All arbitration fees and costs shall be borne by the non-prevailing Party. All dispute resolution proceedings, all matters pertaining to such proceedings and all documents and submissions made pursuant shall be strictly confidential and subject to the provisions of “Confidentiality” section of this Agreement.

11. 3 Under no circumstance will Customer relieve its obligation to pay any fees payable to GI if any of GI’s services cannot be executed or carried out due to restrictions on laws or regulations of where Customer is domiciled

1 2 . GENERAL PROVISIONS

1 2 .1 Export Compliance. The Services, other GI technology, and derivatives thereof may be subject to laws and regulations of Hongkong. GI and Customer each represents that it is not on any PRC. government denied-party list. Customer will not permit any User to access or use any Service in violation of any laws or regulations of Hongkong.

1 2 .2 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

1 2 .3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between GI and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

1 2 .4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

1 2 .5 Third -Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

1 2 .6 Waiver . No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

1 2 .7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to laws of Hongkong, the provision will be deemed null and void, and the remaining provisions of this Agreement will continue to remain in effect.

12.8 Assignment . Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, GI will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

1 3 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing or via email and will be effective upon (a) the second business day after mailing or emailing, or (b) except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices and all other notices to Customer will be addressed to the relevant contact as specified in Order Form.