Terms and Conditions - Premiersoft Ohm! subscription 1. Warranty Premiersoft warrants your use of Premiersoft products in accordance to this agreement does not infringe any third party propriety rights. 2. Proprietary Rights The Customer acknowledges and agrees that the copyright and all other intellectual property rights, regardless of their nature in the product including any modification or corrections made pursuant to this Agreement shall be vested in Premiersoft and shall remain so. Unless stated otherwise in the Subscription Notice / Extension, all the productions provided during the period of subscription are licensed to play royalty free on Ohm! unit per site for Telephony On-Hold application on one stand alone phone system only. Copyright infringement is a serious offence. Customer is not authorized to: (i) Copy, duplicate, provide access to, sell, lease, loan or give away our productions (ii) Transfer, re-record, copy or duplicate any Premiersoft production, in whole or in part, for any purpose. In the event of a breach of this License Agreement, action may be taken against you directly by the owner of the copyright. 3. Support and Services During the term of this Agreement, Premiersoft shall maintain the Product in an operable condition. Details of Support shall be stated in the appendix (Subscription Notice / Extension). 4. Exclusions The services provided by Premiersoft under this Agreement do not include the following: (a) Correction of error or defects caused by the operation of the Product or the designated equipment in a manner other than specified by Premiersoft; (b) Correction of error or defects caused by modification, revision, variation, translation or alteration of the Product not authorized by Premiersoft; (c) Correction of error or defects caused by the use of the Product on the designated equipment by a person not in the employment of the Customer or otherwise directed by the Customer; (d) Correction of error or defects caused by the use of computer programs and applications not licensed by Premiersoft to the Customer; (e) Correction of error or defects caused by the failure of the Customer to provide suitably trained personnel to use and operate the Product; (f) Training of personnel; (g) Diagnosis or correction of faults not associated with the Product; (h) Furnishing, supplies, consumables or associated items to be used on the designated Product. 5. Responsibilities of the Customer The Customer shall: (a) Take reasonable care of any equipment provided by Premiersoft during the period of subscription. (b) Provide Premiersoft access to the Product during the specified period of coverage to perform maintenance; (c) Provide an air-conditioned environment that is not subjected to direct sunlight and heat for the Product to operate properly. (d) Notify Premiersoft of any defects discovered and provide Premiersoft relevant information available pertaining to the defects to facilitate correction; (e) Ensure that Premiersoft's maintenance personnel are provided with all information, facilities, services, supplies, consumables or associated items reasonably required by Premiersoft to enable Premiersoft to comply with its obligation under this Agreement. 6. Limitation of Liability Premiersoft's liability for damages for any cause whatsoever related to the subject matter of this Agreement, and regardless of the form of action whether in contract or in tort, including negligence shall be limited to 10% of amount of damages or 10% value of contract whichever is lower. (a) In no event will Premiersoft be liable for any damage caused by the Customer's failure to perform its responsibilities or for any indirect or consequential damages, including, but not limited to, loss of profits, anticipated savings, or for any claim made against the Customer by any other party, even if Premiersoft has been advised of the possibility of such damages, loss or claim. In addition, Premiersoft will not be liable for any damages claimed by the Customer based on any third party claim. Premiersoft is not liable for any damages caused by performance or non-performance of machines or programming located outside Singapore. (b) Save as is expressedly provided above, Premiersoft's limitation as to liabilities shall not include liabilities arising from injury to any person or damage to property resulting directly from and not as a consequence of the willful default of Premiersoft. (c) The Customer's sole and exclusive remedy for damage or loss in any way connected with the Maintenance Services provided by Premiersoft, whether by breach of contract, warranty, or breach of any other duty, shall be a return or credit to the Customer 10% of the annual subscription fee. 7. Notices The customer is to give written notice to Premiersoft in case of a change in its site address where Premiersoft's equipment is installed. A nominal fee will be charged for relocating of equipment. 8. Force Majeure Neither party shall be liable for any failure to perform its obligations under this Agreement if the failure is resulted from events beyond the reasonable control of either party. For the purpose of this Agreement, such events shall include, but not limited to, strikes, lock-outs, or other labour disputes, riots, civil disturbances, actions or inactions of government authorities or suppliers, epidemics, wars, embargoes, acts of God or other catastrophes. In case of such events, the time for performance required by either party under this Agreement shall be extended for any period during which the performance is prevented by the event. However, the other party may terminate this Agreement by notice if such event preventing performance continues for more than 30 days. 9. Termination (a) This Agreement shall be renewed automatically at the end of the end of the subscription term as indicated in the appendix. Termination can be done by either party, upon 14 days notice in the event of a material breach by the other party of any of the terms of this Agreement unless the breach is fully cured within the said notice period. (b) If either party, being a company, shall pass a resolution or the Courts shall make an order that the company be wound up otherwise than for the purpose of reconstruction or amalgamation or if a receiver or manager on behalf of a creditor shall be appointed, the other party shall be entitled to terminate this Agreement by notice. (c) In the event that the Customer fails to pay the Subscription Charges, Premiersoft has the right to terminate this Agreement upon 7 days notice. In such an instance, the Customer does not enjoy impunity for outstanding charges. (d) Should termination occur before the expiry of the current Subscription Period, there shall not be any refund due to the customer. (e) Upon termination, the customer is to return all equipments that are provided during the subscription period.