Effective from: 13 November 2024

This Terms of Use (“Agreement”) is between V-Key Pte. Ltd. and its group of companies, and you or the entity that you represent (“Customer”).

By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an order, or by accessing or using the Services or by, you are agreeing to the terms and conditions of this Agreement. If you are using the Services on behalf of an entity, you represent and warrant to V-Key that you have the power and authority to bind such entity that you represent and enter into and perform the obligations under this Agreement.

1. GRANT OF LICENSE.

a. V-Key hereby grants the Customer and Customer’s Affiliates, a revocable, non-transferable, non-exclusive right during the Subscription Term access and use its Services solely for private and personal use for up to the number of Active Users or Customer Applications authorised by V-Key (the “License”) to: (i) install, set-up and process, or otherwise interact with the server components of the Software to generate soft token firmware, seeds, APIN and related asset files as part of threat intelligence, token management, authentication, messaging and provisioning; and (ii) allow Active Users who are customers, officers, directors, employees, consultants, or representatives of the Customer or Customer’s Affiliates to install and use client application components of the Software on digital devices for the purposes of tamper protection,identification & verification, identity authentication and transaction.

b. Notwithstanding the foregoing, if the Software is provided solely for use by the Customer’s employees, consultants, or internal advisors, the License granted under this Agreement shall be strictly limited to internal business purposes only. The Customer agrees that neither the Software nor any of its components will be used for any commercial, external, or unauthorised purpose.

c. The right to use the Software and Documentation includes the right to, at no additional charge: (i) allow Service Providers to use the Software and Documentation in accordance with this Agreement, solely for the purpose of providing services to the Customer or Customer’s Affiliates; (ii) make as many copies of the Software and Documentation as required for back-up, testing, disaster recovery, security or archival purposes; and (iii) install and use the Software at any helpdesk or support facility. Customer shall be fully responsible for the Service Providers’ compliance with this Agreement.

d. The Software contains third party machine-readable codes e.g., in the form of open-source (Apache or BSD-style) and/or for-commercial-use libraries (“Third-Party Software”). A copy of Third-Party Software list may be forwarded to Customer on request. Customer’s use of Third-Party Software is subject to the relevant provider’s terms of use, not this Agreement. V-Key warrants that the Third-Party Software do not create obligations that: (a) grant, or purport to grant, to any third party any rights to or in any portion(s) of the Customer’s or Customer’s Affiliates’ intellectual property rights or other proprietary rights; (b) cause any of the Customer’s or Customer’s Affiliates’ systems or intellectual property rights or other proprietary materials to become subject to the terms of any open source or similar license; (c) require the Customer or any of Customer’s Affiliates to make any source code (or any part or derivative work thereof) available to third parties under any circumstances; or (d) otherwise subject the Customer or Customer’s Affiliates to any obligations not expressly set forth in this Agreement.

2. CUSTOMER RESPONSIBILITIES.

a. The Customer may need to register for an account to order or access the Services. The Customer agrees to maintain current, accurate, and complete account information so that V-Key can send notices, statements, and other communications via email or through the account, which will be subject to this Agreement and the Privacy Policy. The Customer is responsible for keeping its user login details and credentials confidential and must promptly notify V-Key of any loss, misuse, or unauthorized disclosure of this information. V-Key will not be held liable for any damages or losses arising from the Customer’s failure to meet these responsibilities.

b. Customer may only use the Services in accordance with the Documentation, subject to the use limitations indicated in any SOW(s)/OF(s) pursuant to which Customer subscribes to the Services, and the terms of this Agreement.

c. Customer will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any V-Key Software (except as granted under this Agreement or to the extent that applicable law prohibits reverse engineering restrictions), (ii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use a V-Key Software for the benefit of any third party, or (iii) use any V-Key Software, or allow the transfer, transmission, export, or re-export of any V- Key Software or any portion thereof or any technical data (A) in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency or (B) in any case into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed or restricted the export of goods or services; or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. All the limitations and restrictions on V-Key Software in this Agreement also apply to Documentation.

3. OWNERSHIP

a. This is a License, not a transfer of title, to the Software and Documentation, and V-Key retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of V-Key, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. The Customer will maintain the copyright notice and any other notices that appear on or in any V-Key Software associated media, printed materials and any “online” or electronic documentation.

b. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer hereby grants V-Key worldwide, non-exclusive right to process the Customer Data solely for the purpose of providing the Services under this Agreement and for performing the obligations under this Agreement, or as may be required by law. If Customer provides V-Key with feedback or suggestions regarding the Software or other V-Key Services, V-Key may use the feedback or suggestions without any restriction or obligation.

c. V-Key shall follow its archiving procedures for Customer Data as set out in its back-up policy. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for V-Key to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by V-Key in accordance with the archiving procedure described in its back-up policy. V-Key shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by V-Key to perform services related to Customer Data).

d. Notwithstanding anything to the contrary in this Agreement, V-Key may collect and use any data that is gathered in or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its software and services. V-Key shall not share with a third party any Usage Data that includes Customer’s Confidential Information except (i) in accordance with Clause 12 (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that the data no longer directly identifies Customer or Active Users.

4. OTHER SERVICES.

a. Support Services. V-Key shall perform the support Services to meet the service levels as per its support policy set out in the relevant SOW(s)/OF(s). During the Software Subscription Term, if the Customer notifies V-Key of any defect, V-Key must rectify such defect in accordance with such policy.

b. Professional Services. V-Key shall provide professional services that is necessary for implementation and integration of the Software as outlined in the relevant SOW(s).

c. Training. V-Key shall provide training that is necessary to enable use of the Software and/or Documentation, at the frequency, times and locations outlined in the relevant SOW(s).

5. FEES AND PAYMENT.

a. Fees and Payments. V-Key shall invoice the Customer for all sums due under this Agreement, in accordance with the invoicing milestones set out in the relevant SOW(s)/OF(s). All invoices shall be paid within thirty (30) days from the date of the invoice.

b. Credit Card Purchases. For purchases through V-Key’s self-service portal, the Customer authorises to charge that credit card for subsequent renewals, additional purchases, overages, and any outstanding fees, as applicable. The Customer shall ensure that all payment information is valid and current, and agrees to promptly update their account information, including payment details, to reflect any changes, such as a new billing address or credit card details. Without prejudice to any other rights and remedies available to V-Key, V-Key reserves the right to suspend or terminate access to and use of the Services by the Customer if, within five (05) calendar days of subscription date or renewal date: (i) V-KEY is unable to charge such credit card for any reason, including but not limited to expiration or insufficient funds; or (ii) the Customer neglects to update payment information as requested by V-Key.

c. Applicable Taxes. The fee for the Services shall, unless expressly stated otherwise, be deemed to be exclusive of any and all sales, use, excise, import, export, value added or similar taxes and all government permit or license fees, and all customs, duty, tariff and similar fees levied, and any costs associated with the collection or withholding thereof, including penalties and interest. For the avoidance of doubt, fees shall not include Singapore Goods and Services Tax (“GST”) and withholding tax. If Customer is required by law to withhold or deduct any amount from its payment to V-Key on account of tax, the fees payable shall be increased such that V-Key will receive an amount net of such withholding or deduction which is equal to that which it would have received had there not been such withholding or deduction.

d. Late Payments. Late payment interest is charged at the rate of 5% per month on all invoices older than thirty (30) days. V-Key may, without any liability to the Customer, disable the Customer’s access to all or part of the Software and V-Key shallbe under no obligation to provide any or all of the Software while the invoice(s) concerned remain unpaid.

e. Payment Obligations. Except as expressly permitted in this Agreement, all Fees and payment obligations are non-cancelable and non-refundable, irrespective of the Customer’s usage of the Services.

f. Subscription Through Partners. If Customer procures use of any Services from a Partner, Customer must pay all the applicable amounts directly to the Partner. The Customer acknowledges and agrees that any refunds owed under this Agreement will be paid by the Partner on behalf of V-Key, in proportion to the fees paid by Customer to the Partner. The Partner’s fulfillment of these obligations shall relieve V-Key of any corresponding responsibilities under this Agreement.

6. AUDIT

a. Within thirty (30) days following the close of each calendar quarter, beginning with the first full calendar quarter followingthe Effective Date, Customer shall furnish to V-Key a detailed statement, certified by an authorised representative ofCustomer, setting forth, for the calendar quarter just ended, the number of Active Users, and any other information reasonably necessary to accurately calculate fees, and the amount then due and payable to V-Key. If the number of Active Users exceeds the invoiced tier, V-Key will issue an additional invoice to the Customer for the difference between the invoiced fee and the fee applicable to the actual number of Active Users.

b. V-Key shall have the right to have an independent auditor acceptable to both parties (such acceptance not to be unreasonably withheld) inspect such books and records of Customer as are necessary to verify the reports provided by Customer to V-Key, in a manner which is not unreasonably disruptive of Customer’s normal business Customershall make such books and records available for such inspection during normal business hours at Customer’s principal placeof business. V-Key further agrees to provide Customer with reasonable advance written notice of its desire to perform suchinspection. Any such audit shall be at the expense of V-Key, unless such audit discloses an underpayment by Customer in excess of five percent (5%), in which case Customer shall reimburse V-Key for such expenses. If the audit discloses any underpayment, Customer shall promptly make payment to V-Key of such underpayment together with late payment interest.

c. This Clause is applicable only if the Software are subscribed based on Active User count limit.

7. TERMINATION.

a. Without prejudice to any other rights, either party may terminate this Agreement if: (i) the other party materially breachesthis Agreement and such breach of incapable of cure, or if such breach is capable of cure but the other party does not cure such breach within thirty (30) calendar days of notice from the non-breaching party; (ii) the other party becomes insolvent or goes into liquidation or any analogous procedure or step is taken in any jurisdiction; or (iii) a receiver, judicial manager or similar officer is appointed over the other party or its assets. Otherwise, this Agreement shall terminate upon the expiration of the Subscription If this Agreement terminates, the Customer must cease all use of and destroy all copies of the V-Key Software and so certify to V-Key in writing, unless required to keep a copy of the Software under applicable laws.

b. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement Clauses 3(Customer Responsibilities), 4 (Ownership), 6 (Fees and Payment), 7 (Audit), 8 (Termination), 10 (Indemnities), 11 (Limitation of Liability), 12 (Confidentiality) and 15 (General Terms), shall remain in full force and effect. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations orliabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

8. V-KEY WARRANTIES.

a. V-Key warrants that: (i) the Software (and any updates thereto): (a) will materially perform in accordance with the Documentation and any specifications relating to the Software; (b) is monitored using commercially available means to attempt to detect and prevent the introduction of any viruses, disabling code or malicious software or other software routine or hardware components designed to permit unauthorised access, to disable, erase or otherwise harm software, hardware or data, or to perform any such actions.

b. If V-Key’s Software do not comply with the above outlined warranties, V-Key shall repair such non-compliance within such reasonable time frame as may be mutually agreed by parties, after receiving written notice of such non-compliance. This shall be the entire liability of V-Key and Customer’s sole and exclusive remedy.

c. Except as expressly set forth in this Agreement, V-Key provides the Software “as is” without warranty of any kind including without limitation, any warranty of merchantability or fitness for a particular purpose or noninfringement. Further, V-Key does not warrant results of use or freedom from bugs or uninterrupted use or access.

9. INDEMNITIES

a. V-Key shall indemnify the Customer, Customer’s affiliates, and their respective officers, directors, employees, agents, consultants and representatives (“Customer Indemnified Parties“) from and against any actual losses, claims, damages, liability, costs and expenses suffered or incurred by the indemnified parties in connection with any third-party claim that the provision or use of the Software or Documentation infringes any third-party intellectual property rights. Notwithstanding the foregoing, V-Key shall have no liability or obligation to Customer hereunder with respect to any claim for infringement based upon: (i) use of the Software in combination with devices or products to the extent that the Software would not be infringing in the absence of such combination; (ii) use of the Software in an application or environment for which such Software were not designed; (iii) modifications or alterations of the Software; (iv) failure to promptly install any update release.

b. If Customer’s use of the V-Key Software results (or in V-Key’s opinion is likely to result) in an intellectual property claim, V-Key may at its own option and expense (a) procure for Customer’s the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonable as determined by V-Key, then either Customer or V-Key may terminate this Agreement, whereupon V-Key will refund Customer, on a pro-rated basis, any Fees Customer has previously paid to V-Key for the corresponding unused portion. The foregoing states the entire liability of V-Key and Customer’s sole and exclusive remedy with regarding infringement of third-party intellectual property rights.

c. Customer shall indemnify, defend, and hold harmless V-Key, V-Key ‘s affiliates, and their respective officers, directors, employees, agents, consultants and representatives (“V-Key Indemnified Parties“) from and against any losses, claims, damages, liability, costs and expenses suffered or incurred by the Indemnified Parties in connection with the Customer’s breach of Clause 2 and 3 (Grant of license and Customer Responsibilities) of this Agreement.

10. LIMITATION OF LIABILITY.

a. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT A PARTY’S LIABILITY FOR: (I) DEATH, PERSONAL INJURY OR PROPERTY DAMAGE; (II) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS.

b. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT OR TORT, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR UNFORSEEABLE LOSS OR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR DATA), HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED.

c. EXCEPT FOR CUSTOMER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S MAXIMUM LIABILITY ARISING, OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER TO V-KEY UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE ACCRUAL OF THE RELEVANT CLAIM.

11. CONFIDENTIALITY.

a. Each party undertakes to the other party to treat as confidential all information, whether commercial, financial, technical or otherwise, in any medium or format, which such party receives from the other party (either directly or from any other person) or otherwise accesses in connection with this Agreement, which concerns the business, operations, customers or suppliers of such party and which: (i) is marked or identified as confidential; (ii) is identified in advance of disclosure by the disclosing party as being confidential; or (iii) ought reasonably to be understood by receiving party to be confidential (“Confidential Information”).

b. Receiving Party shall take all reasonable measures to protect the Confidential Information of disclosing party from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the same degree of care that receiving party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. The receiving party shall not be permitted to disclose the Confidential Information to any third party except, to its officers, directors, employees, attorneys, advisors, subsidiaries, affiliates on a legitimate “need-to-know” basis but only to the extent necessary to carry out the Purpose and subject to all requirements of confidentiality set forth in this Agreement. Receiving Party will notify Disclosing Party in writing promptly upon the occurrence of any such unauthorized release or other breach of which it is aware.

c. This Clause shall not apply to any information which: (a) is in or subsequently enters the public domain other than as a result of a breach of this Clause; (b) has been or is subsequently received by the receiving Party from a third party which is under no confidentiality obligation in respect of that information; (c) has been or is subsequently independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) was previously known to the receiving party free of any obligation to keep it confidential. Receiving party may disclose Confidential Information where required to do so by applicable law or by any competent regulatory authority. In these circumstances receiving party shall give the disclosing party prompt advance written notice of the disclosure (where lawful and practical to do so) so that disclosing party has sufficient opportunity (where possible) to prevent or control the manner of disclosure by appropriate legal means.

12. USE OF TRADEMARKS.

Either party shall use any business name or trademark of the other party solely for the performance of this Agreement. V-KEY may identify Customer as a customer of V-Key in its promotional materials. V-Key will promptly stop doing so upon written request from Customer.

13. TRIAL OR BETA PRODUCTS.

a. Customer may receive access to certain Software or Software features on a free, discounted, or trial basis for evaluation purposes, or as an alpha, beta or early access offering (“Trial or Beta Products”). Use of Trial or Beta Products is subject to this Agreement and any additional terms specified by V-Key, such as the applicable scope and term of use.

b. At any time, V-Key may terminate or modify Customer’s use of Trial or Beta Products (including applicable terms), without any liability to the Customer. For modifications to Trial or Beta Products or Customer’s use, Customer must accept those modifications to continue accessing or using the Trial or Beta Products. Trial or Beta Products may be inoperable, incomplete or include errors and bugs or features that V-Key may never release, and their features and performance information are V-Key’s Confidential Information.

c. V-Key grants Customer the License to use the Trial and Beta Products solely for evaluation purposes, during the evaluation period allowed or agreed by V-Key. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, V-Key provides Trial and Beta Products “as is, with all faults” without any warranty, indemnity, service level agreement or support and its aggregate liability for Trial or Beta Products is limited to US$100.

14. GENERAL TERMS.

a. If any provision of this Agreement is held to be illegal or unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, all of which shall remain in full force and effect.

b. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of anyright or power hereunder preclude further exercise. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver or neglect to enforce a provision of this Agreement in one instance shall be construed as a general waiver of a party’s rights to enforce such provision.

c. Neither party may sell, transfer, assign, or subcontract its rights or obligations under this Agreement without the express written consent of the other party. Any attempt to do so without such consent will be null and void. Notwithstanding the foregoing, V-Key may, without consent from Customer, assign this Agreement and its rights and obligations hereunder in connection with (i) a merger, combination, consolidation or similar business combination involving V-Key, (ii) a sale of all or substantially all of V-KEY’s assets, or (iii) a sale of a majority of V-Key’s outstanding voting securities.

d. Any notice under this Agreement shall be in writing and shall be effective only if it is delivered by (i) to the mailing address provided on the SOW/OF; or by electronic mail to the e-mail address provided for Customer’s Account. For V-Key, notices must be sent to OC @ Pasir Panjang 100H Pasir Panjang Road #03-04 Singapore 118524, along with a copy to legal@v-key.com. Notices will be deemed received (i) in case of hand delivery, at the time of delivery; (ii) in case of registered mail/courier, upon written acknowledgement of receipt; and (iii) in case of email, immediately upon delivery.

e. Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim in respect of the event and shall expire twelve (12) months from that date. The notice must be in writing and must identify the event and thegrounds for the claim in reasonable detail.

f. Neither party shall be deemed to be in default of any provision hereof or to be liable for any delay, failure in performance or interruption of service (other than a failure to pay amounts due the other party hereunder) resulting directly or indirectly from act of war, act of God, act of civil or military authority, civil disturbance, natural disasters or catastrophes, strikes, pandemic, or any other cause beyond its reasonable control. In the event of any of the foregoing, the affected party must give notice to the other party as soon as possible to inform that it is relying on this this Clause as well as to give details of how it will use reasonable efforts to minimise delay and resume performance as soon as practicable.

g. A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any term of this Agreement.

h. Nothing in this Agreement shall be deemed to constitute a partnership between the parties, nor constitute either party as the agent of the other party for any purpose.

i. Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination,as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“Rules”) (which rules are deemed to be incorporated by reference into this Agreement) by one arbitrator appointed in accordance with the Rules. The place of arbitration shall be The language to be used in the arbitral proceedings shall be English. This Agreement and any dispute, controversy or claim arising out of or in connection with this Agreement (including without limitation any alleged breach or challenge to the validity or enforceability of this Agreement or any provision herein) will be subject to and construed in accordance with the laws of Singapore.

j. This Agreement, together with its appendices, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications (including any terms and conditions set out in a quotation or similar) relating to the subject matter of this Agreement.

15. CHANGES TO THIS AGREEMENT

V-Key may modify this Agreement from time to time, by posting modified portion(s) of this Agreement on V-Key’s website. V-Key will use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date. Unless otherwise specified by V-Key, modifications to this Agreement will take effect at the next renewal or entry into a new SOW/SOF.

16. DEFINITIONS.

“Active User” means each unique user ID associated with each unique mobile application ID within the Customer’s or Customer’s Affiliates’ systems that uses V-Key’s Software at least once in the given annual Subscription Term; each such user counts as one (01) user towards the number of Active Users included in the annual fee for that annual Subscription Term.

“Affiliate” means, with respect to an entity, any other entity which Controls, is Controlled by or is under common Control with that entity.

“Control” means the ownership, directly or indirectly, in the aggregate of more than twenty-five percent (25%) of the beneficial ownership interests of an entity and the possession, or the power to direct or cause the direction of the management or policies of an entity, directly or indirectly, whether through the ability to exercise voting power, by contract or otherwise.

“Customer Applications” means the software application of the Customer as stipulated under the relevant SOW/OF, which will incorporate the Licensed Software. For the avoidance of doubt, Customer Applications may take the form of a standalone app, an SDK, or any other form.

“Customer Data” means the electronic data and information submitted by the Customer, Active Users, or V-Key on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

“Documentation” means the user, operations and training manuals, marketing materials, proposals and responses to requests for information or proposals, as well as any specifications provided by V-Key in relation to the Software, including any amendments or updates to the same.

“Partner” means any third-party authorised reseller, distributor or system integrators of V-Key.

“Service Providers” means any third party (including agents and contractors) engaged to provide services to the Customer or any ofCustomer’s Affiliates, including without limitation any supplier to whom the Customer or any of Customer’s Affiliates has outsourcedany part or aspects of its business operations.

“Services” means the Software, Documentation, and other services and deliverables provided by V-Key under this Agreement and/or described in any SOW(s)/OF(s), exhibits and schedules including those as may be agreed from time to time in writing.

“Software” means the software provided by V-Key under this Agreement or the relevant SOW(s)/OF(s).

“OF” refers to order form, a legally binding document incorporated under this Agreement, outlining the Services provided by V-Key to the Customer.

“SOW” refers to statement of work, a legally binding document incorporated under this Agreement, outlining the Services provided by V-Key to the Customer, applicable only when implementation services are rendered by V-Key.

“Subscription Term” shall have the meaning as defined under the relevant SOW(s)/OF(s) or the period for which Customer has subscribed for the Software over V-Key’s self-service portal.