Terms of Service

# NIYEO TERMS OF SERVICE

Updated: September 12, 2024

Apance Pte Ltd ("Niyeo," "our," "we," or "us") provides the services described below to you "Services".

## Niyeo Services

Niyeo provides a platform for users to find help, offer help, connect and collaborate with each other. Our mission is to help people find help, be helpful to others and get things done together.

Niyeo leverages new AI, networking, collaboration, payment and other technologies to improve how people go from a question towards getting help. We work with other partners to help provide these services to you. Since we started Niyeo we've based the design of our Platform on strong safety and security principles.

We analyze how helpful the Platform is to you, including helping people, teams and businesses understand the effectiveness of their support and services to you. Niyeo uses some of the information it has together with partners, service providers and affiliated companies to improve our offering.

We always strive to improve how people and teams communicate with businesses and organizations on the Platform, such as orders, meetings, delivery, invoice, shipping notifications, updates, status updates, invoices and more.

We work to uphold safety, integrity and security of our Platform. This includes methods for limiting abuse, crime and other activies that violate our terms and threaten the safety of the community. Our terms prohibit the misuse of our Services including harmful conduct towards others, violations of our Terms and policies, and address situations where we may be able to help support or protect our community. If information reaches us about people and activies that violate our terms or applicable laws, we will take appropriate action, including removing accounts or contacting law enforcement. Removals are processed based on the terms outlined as part of the "Termination" section in this agreement.

To operate our Platform we distribute and store information in data centers and servers around the world, including data centers outside your jurisdiction. Global infrastructure is a essential component to enable people, teams and businesses help each other around the world. Some of this infrastructure may be operated by service providers and affiliated companies.

Niyeo is part of Apance companies. As part of Apance, Niyeo receives and shares information with other Apance companies, as descibed in Niyeo's privacy policy. Including methods to integrate with other Apance products, services or companies. To ensure safety, security and integraty across Apance products and services. Learn more about Apance terms of service and policies at https://apance.com/legal

## Registration


You must register for our Platform using valid contact information, if you change your contact information you must update your account with Niyeo to reflect the change, in order to receive authenticaiton codes and other important information to continue your access and use of our Services.

You must be at least 13 years old, or the local legal age at which you may register for and use our Services without parental approval. If you are not old enough to have authority to agree to our Terms in your country or territory, your parent or guardian must agree to our Terms on your behalf. Your parent or guardian must read these Terms in order to agree to them on your behalf.

We reserve the right to control and reclaim accounts on behalf of organisations who are the valid holders of trademarks, trade names or intellectual property rights that apply to the content of an account.

You permit Niyeo and third party providers to use your contact information to send communications, such as emails, calls, messages, notifications, including notices about password changes, changes to your account, authorizations, transactions, transaction information, updates to terms, information about products, services, events, promotions, news and other relvant information related to your use of Niyeo services, where permitted by applicable law. If you do not wish for Niyeo to communicate with you regarding (c) above, you may opt-out of future communications by writing to Niyeo or by indicating your wish to unsubscribe from receiving such communication.

To access our Services you must provide devices, software, network connections, data storage that we do not otherwise supply. You agree to ensure that updates to our Platform are installed to maintain continued access to our services; you consent to automatically or manually receive and install updates to our Services; you also consent to receive notifications via our Services as necessary to provide our Services to you.

You are responsible for all fees, data plans, networking fees, internet fees, taxes or any fees associated owed to third parties that may be required to access our services.

Our Platform may allow you to access, use, or interact with websites, apps, content, and other products and services that are not provided by Niyeo. When you use third party services, their own terms and privacy policy governs your use of those services, Niyeo is not responsible or liable for your use, or for the third party's terms or actions, or any results or consequences of your use of third party services.

## Niyeo Business Services

You represent and warrant that you will use business services only for business, commercial and authorized purposes and not for personal use. You will only provide valid, correct, current, complete and legal information associated with your Company; you are authorised to enter into agreements on behalf of your Company; you are at least the age of majority in your country of residence; and you have not been previously suspended or removed from our Business Services, or engaged in any activity that could result in suspension or removal.

The Company must create a Niyeo business account by providing valid information about the business entity, its owners and means to contact the business, including a phone number, email address, business address, company name, registration number and other information we may require at times of registration or activation of features. This  information must not be misleading, deceptive, false or fraudulent, be a parody, include special characters, or other means of deceiving how the business is represented, may not include any trademark designations, and must not infringe any trademark, violate any right of publicity, or otherwise violate anyone's rights.

## Company’s Legal, Privacy, and Security Responsibilities

You may only use our services as a business or organisation if you ensure that your use complies with all regulatory and legal requirements applicable to your Company in any of the jurisdictions where you offer services or operate. We make no representations or warranties that our services meet the needs of entities regulated by laws and regulations with heightened confidentiality requirements for personal data, such as healthcare, financial, or legal services entities. The Company must provide and comply with any disclosures, notices, maintenance of privacy policies, obligations to label marketing messages, secure any necessary consent, rights, permissions to use and share any data or personal data with Niyeo, and to communicate this information using the Niyeo services. Niyeo is not liable for omissions, actions, breaches of applicable laws or consequences by the Company. The company must comply with all requests from useres to stop, or opt-out from receiving communication. Niyeo may enforce Platform policies against Companies that violate our terms and Platform policies, Niyeo will take action which may reuslt in the suspension or termination of the Company's access to our Services.

Only authorized individual by the Company are allowed to act on behalf of the Company to access or use the Niyeo services under these terms. The Company is responsible for any and all activities that occur with the Company's account on Niyeo. The Company is responsible for maintaining the security of its account credentials, access, devices, networks, data appliances, software or any means through which it accesses or uses Niyeo services; it also responsible for preventing any unauthorized use, access or access to its devices, account, or systems that may result in the breach of these terms; the Company is responsible to immediately notify us of any active or suspected security breaches related to our Services; The Company will implement and follow generally recognized industry standards and best practices for data store and security to protect Company’s networks, data, software, systems, devices, buildings from unauthorized access or use.  The Company must delete any user information it obtained via our Services if we determine that the Company failed to meet its obligation to protect and prevent unauthorized use or access to its devices, accounts, software or systems, or otherwise breached these Terms.

## Emergency Services

No Access to Emergency Services. Our Services do not provide access to emergency service providers like the police, fire department, hospitals, or other public safety organizations. Any messaging or communication functionality that may be part of our Platform is not the equivalent of SMS, phone-line or other connectivity methods were emergency services may normally be available, it is not designed to support, enable or guarantee access to emergency services. Make sure you can contact emergency service providers through a mobile, fixed-line telephone, or other service.

## Acceptable Use of our Services

You may only use our Services in accordance with our Terms and polocies, you may only use our services for lawful purposes; we may take action on your account, including limiting access, discovery, disabling or suspending your account; you agree not to create another account without our permission;

You may only access and use our Services for authorized, lawful and acceptable purpose; you will not and may not use; or advice or assist anyone in using our Services for any violent, unlawful ways; including ways that infringe on the rights of other Niyeo users; privacy, intellectual property, publicity or other rights; you agree not to use Niyoe for any illegal, obscene, threatening, racist, hateful, ethnically offensive or instigate conduct that is against the rights of others or the safety of others; you may not promote or facilitate any violent crimes, endanger or exploit children or others, or coordinate harm; you may not publish falsehoods, misrepresentations, or misleading statements; you may not impersonate someone; you may not send illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like; you may not misuse any reporting channels, such as by submitting fraudulent or groundless reports or appeals.

You agree to use Niyeo's services responsibly and legally. This means you won't engage in any unauthorized or harmful activities. Specifically, you agree not to attempt to breach, modify, or replicate our software. You must refrain from transmitting malicious code or viruses through Niyeo. Unauthorized access to Niyeo's systems is strictly prohibited. You agree not to disrupt Niyeo's functionality or compromise its security measures. The creation of fake accounts or use of bots for account creation is not permitted. You must not collect user information in ways that violate our policies. Selling or charging for Niyeo access without our explicit permission is forbidden. Mass sharing of Niyeo is not allowed unless we've given approval. You agree not to create unauthorized copies of Niyeo for distribution or sale. Lastly, you must not abuse our reporting system by submitting false or baseless complaints.

Breaking these rules could result in losing access to Niyeo. We want to keep Niyeo safe and working well for everyone.

You are responsible for maintaining the security of your device and Niyeo account. This includes protecting your login information and ensuring your device is free from malware. If you notice any unauthorized access or suspicious activity related to your account or our services, you must inform us immediately. Keeping your account secure helps protect both you and the Niyeo community.

Companies using Niyeo's Business Services must comply with all applicable laws, contracts, and third-party rights. Each company is responsible for its own conduct while using our services. Niyeo prohibits using Business Services for personal purposes or without proper business licenses. We do not allow any form of harassment, threats, or illegal activities, including those that endanger others or promote violence. Users must not access other accounts without permission, impersonate others, or spread false information. Collecting user information without authorization is forbidden. Our services should only be used for their intended purpose without interfering with or disrupting other users. Companies must not damage or overburden our services, send spam or unsolicited communications, or share objectionable content. We prohibit encouraging criminal activities, distributing harmful content or viruses, and bypassing our security measures. Companies are responsible for ensuring their use of Niyeo does not expose us or others to any form of harm or liability. Niyeo reserves the right to judge what constitutes a violation of these terms.

Niyeo reserves the right to review, remove, or delete any content you share on our Platform, including content posted to your business profile, if we become aware that it violates our Terms of Service or policies. While we are not obligated to monitor or screen your content, we may do so in accordance with applicable laws. We also utilize information reported by other Niyeo users, such as when they block you or report your messages, to determine if you have breached our Terms or are not complying with our policies. If we determine that you have violated our Terms or policies, we may, at our discretion, limit, restrict, suspend, or terminate your account based on the nature and circumstances of the violation. If we terminate your account, you are prohibited from creating another Niyeo account without our explicit written permission. For more information on the restrictions we may impose on the use of our Services, including details on how we apply our policies, procedures, measures, and tools, please refer to our Platform policies.

You may submit any complaint to use at [email protected], regarding any issues or concerns you have with Niyeo or our services; including technical issues, service issues, termination or suspension of access to our Services or any alleged breach by us of these Terms of Service or the EU Regulation 2019/1150 (the “Platform Regulation”).

## Content Policy

All users of Niyeo Services are hereby notified and agree to comply with the NIYEO CONTENT POLICY which can be found at https://niyeo.com/content_policy. Users acknowledge that adherence to said Content Policy is mandatory, and any violation thereof may result in punitive actions including, but not limited to, content removal, account suspension, or permanent termination of access to the platform, such actions to be determined at the sole discretion of Niyeo. Niyeo reserves the right to review, investigate, and remove any content that is deemed to be in violation of the aforementioned policy. Users are encouraged to report any content they believe to be in contravention of the policy, and Niyeo shall investigate such reports and take appropriate action as necessary. It is the responsibility of each user to familiarize themselves with and abide by the Content Policy at all times while utilizing Niyeo Services.

## Licenses and Intellectual Property

When you submit information for your Niyeo account or through our Services, you retain ownership of that information. However, by using our Services, you confirm that you have the necessary rights to this information and that you're allowed to grant Niyeo the permissions outlined in our Terms. These permissions are essential for us to provide and improve our Services. It's your responsibility to ensure that you have the proper rights to share any information you submit through Niyeo.

Niyeo retains ownership of all intellectual property associated with our Services, including copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents. You are not permitted to use any of these intellectual property elements without our explicit permission, which must be in accordance with our Brand Guidelines. This restriction extends to any marks similar to ours. If you wish to use trademarks of companies affiliated with Niyeo, you must obtain their permission and adhere to any published brand guidelines they may have. These rights are crucial to maintaining the integrity and value of our Services, and we take their protection seriously.

To enable Niyeo to operate and provide its Services effectively, you grant Niyeo a comprehensive license to use the information you provide through our Services. This license allows Niyeo to use, reproduce, distribute, modify, display, and perform your content as necessary for the operation and provision of our Services. For instance, this permits us to show your profile information, send your messages, and temporarily store undelivered messages. The license you grant is worldwide, non-exclusive, free of charge, and allows for sublicensing and transfer, but it is strictly limited to the purposes of running and improving Niyeo's Services.

Niyeo grants you permission to use our Services, but this permission is limited. You can use our Services only as described in these Terms, and we can revoke this permission at any time. You can't transfer this permission to anyone else or allow others to use it. This permission is given solely to let you use our Services as we've outlined. We're not giving you any other rights or permissions beyond what's clearly stated here. By using our Services, you're agreeing to these conditions.

Niyeo Services allow you to share various types of content, including text, images, videos, and other materials. This also includes your company's branding elements like logos, trademarks, and slogans. When you use our Services, you give Niyeo permission to use the content you share. This permission allows us to display, modify, and distribute your content as needed to provide and improve our Services. We may also use your content to develop new features or services. By sharing content through Niyeo, you confirm that you have the right to give us this permission and that our use of your content won't infringe on anyone else's rights. This agreement helps us ensure that Niyeo can function effectively while respecting your ownership of the content you share.

You maintain ownership and rights to the content you provide through our Company Services, except for the license you grant to Niyeo. We give you permission to use our Business Services, but this permission is limited, can be revoked, and can't be transferred to others. You may only use our trademarks with our explicit permission or as allowed in our Brand Guidelines. Niyeo retains ownership of all intellectual property related to our Business Services, including copyrights, trademarks, logos, and patents. We don't grant any additional rights or licenses beyond what's explicitly stated in these Terms.

Unless Niyeo gives written permission, you cannot distribute, sell, resell, or rent our Business Services to others. You also can't make our Business Services available over a network for multiple devices to use at once, except through tools and settings we provide. You're not allowed to copy, reproduce, distribute, publicly perform or display, modify, or create derivative works based on our Business Services.

You must not remove any notices or markings that indicate proprietary rights. It's forbidden to reverse engineer our Business Services or try to uncover our source code. You can't scrape or extract data from our Business Services. If you want to develop applications that work with our Business Services, you need our written consent first. You're also not allowed to create software or APIs that work like our Business Services and offer them to others without authorization.

If you believe someone is infringing on intellectual property rights, please refer to our Intellectual Property Policy to report it. If you infringe on others' intellectual property rights, we may take action on your account, including disabling or suspending it.

We welcome your feedback about Niyeo. By sharing any suggestions, ideas, or other information with us, you agree that it's not confidential. You also agree that we can use and share this feedback for any purpose, including commercial use, without compensating or crediting you.

## Disclaimers

YOU USE NIYEO SERVICES AT YOUR OWN RISK, WHETHER YOU ARE AN INDIVIDUAL OR A BUSINESS USER. WE PROVIDE OUR SERVICES "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION WE PROVIDE, NOR DO WE ASSURE THAT OUR SERVICES WILL ALWAYS BE OPERATIONAL, ERROR-FREE, SECURE, OR FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE ARE NOT RESPONSIBLE FOR CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES WE PROVIDE, NOR ARE WE OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE NIYEO, OUR SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS FROM ANY CLAIMS RELATED TO OR ARISING FROM ANY CLAIM YOU HAVE AGAINST THIRD PARTIES. IF THE LAWS OF YOUR COUNTRY OR TERRITORY DO NOT ALLOW THIS DISCLAIMER, YOUR RIGHTS REGARDING NIYEO ARE NOT AFFECTED. IF YOU RESIDE IN THE UNITED STATES, YOU WAIVE ANY RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 OR SIMILAR STATUTES. SOME LAWS MAY PROVIDE RIGHTS THAT CANNOT BE EXCLUDED; IF SUCH LAWS APPLY TO YOU, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

## Our Data Practices

As a Business or Organisation when you use Niyeo's services, you provide us with contact information; You decide which of your customers you want to communicate with using Niyeo. If any data protection or privacy laws apply to your use of Niyeo's services, you acknowledge that you are the data controller and Niyeo is the data processor. You instruct Niyeo to process personal information in your customer data to enable you to contact your customers through Niyeo, in accordance with our terms and data processing agreement.

Niyeo collects and uses information from your  account, your service usage, performance data, support requests, and other sources, including other Niyeo users and Apance companies. We may share this information with Apance companies to improve and market our services and products.

By using Niyeo, you agree that we may transfer and process your information in countries worldwide where we have facilities or partners. The data protection laws in these countries may differ from those in your own country.

Niyeo may share your information, including your content, if we believe it's necessary to comply with laws, enforce our terms, detect and prevent illegal activities, or protect the rights and safety of our users, Niyeo, Apance companies, or others.

## Privacy

Niyeo is committed to protecting your privacy. Our Privacy Policy outlines our data practices, including how we handle your messages and other information. It details the types of data we collect from you, how we use and share this information, and explains your rights regarding the processing of your personal data. We encourage you to review our Privacy Policy to understand how we safeguard your information and ensure transparency in our data handling practices. By using Niyeo Services, you acknowledge and agree to the data practices described in our Privacy Policy.

## Availability

Niyeo Services may experience interruptions due to various reasons, including maintenance, repairs, upgrades, or technical issues. We continuously strive to improve our Services, which may involve expanding, adding, or removing features, functionalities, and support for certain devices and platforms. We reserve the right to discontinue or modify any part of our Services at our discretion.

Events beyond our control, such as natural disasters or other force majeure events, may affect our Services. If we decide to discontinue all of our Services, we will provide advance notice as required by law or reasonable advance notice when possible. However, in urgent situations involving abuse prevention, legal compliance, or safety and security concerns, we may act without prior notice.

We may modify, suspend, or terminate your access to our Services at any time for any reason, including violations of our Terms or if your actions create potential harm or legal exposure for Niyeo, our users, or others. We may also disable or delete inactive accounts. Certain provisions of our Terms, including those related to licenses, disclaimers, liability limitations, indemnification, dispute resolution, and service availability, will remain in effect even after your relationship with Niyeo ends.

## Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NIYEO, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (COLLECTIVELY "NIYEO PARTIES") WILL NOT BE LIABLE TO YOU, WHETHER YOU ARE AN INDIVIDUAL OR A BUSINESS USER, FOR ANY LOST PROFITS, CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OUR TERMS, NIYEO, OR OUR SERVICES, REGARDLESS OF THE CAUSE (INCLUDING NEGLIGENCE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF THE NIYEO PARTIES FOR ANY CLAIM ARISING FROM OR RELATING TO OUR TERMS, NIYEO, OR OUR SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS TO USE OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THESE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, THE LIABILITY OF THE NIYEO PARTIES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU AGREE TO WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

## Indemnification

To the maximum extent permitted by applicable law, you (whether an individual user, business, organization, or institution) agree to defend, indemnify, and hold harmless Niyeo, its subsidiaries, affiliates, directors, officers, employees, partners, and agents (collectively "Niyeo Parties") from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way connected with any third-party claims against the Niyeo Parties related to your actions ("Claim"). This includes, but is not limited to, Claims related to your access to or use of Niyeo Services, including information provided in connection therewith; your breach or alleged breach of these Terms or applicable law; and any misrepresentation made by you. Niyeo reserves the right to solely control, and you agree to fully cooperate in, the defense or settlement of any Claim.

## Partners

Partners who resell or integrate Niyeo Services ("Partner Services") are subject to the following terms: Partners shall be solely responsible for all fees associated with Partner Services, including those incurred by their end-users. Niyeo's liability for Partner Services shall be limited to $1000 USD. Partners agree to indemnify and hold Niyeo harmless against any claims arising from Partner Services. Partners must comply with all applicable laws and Niyeo Services Terms and Policies. Niyeo reserves the right to terminate Partner access with 30 days' notice, or immediately for any material breach. These terms are in addition to all other applicable provisions herein.

## Fees, Taxes, Invoicing, and Payment

### Fees
You agree to pay Niyeo for access to the Niyeo products and services according to the list prices and pricing rules set forth in our Price Sheet, and we will invoice you under each of your Niyeo accounts. Niyeo data will be the sole basis for invoices that we issue to you. We have the right to update the Price Sheet on a monthly basis, and changes to list prices and pricing rules will take effect the first day of the calendar month following such changes to the Price Sheet. Fees under this Agreement may be invoiced and must be paid in USD, unless we support invoicing and receiving payment in your local currency. Fees will be settled in full in accordance with your payment method as set forth below. Any late payments are subject to a service charge equal to 4.0% per month of the amount due or the maximum amount allowed by law, whichever is less.

#### Tax
The amounts we charge you may be subject to and include applicable taxes and levies, including withholding taxes. You are responsible for bearing and remitting any taxes that apply to your transactions. You will indemnify and hold us harmless from and against any claim arising out your failure to do so.

#### Service providers
Service providers who use Niyeo to deliver services to their own customer are solely responsible for payments of any fees to Niyeo associated with their use of the Niyeo products and services. Niyeo will bill and invoice you for your business customer’s (“Client”) access and usage of the Niyeo products and services.

#### Payment Methods

You agree to settle fees by providing a funding instrument and confirm that you are authorized to use that funding instrument. When you fund a transaction you authorise us and our payment processors to charge the full amount to the funding instrument. You authorize us to store and collect transaction information related to your use of the Niyeo products and services. Your funding instrument will be charged for usage of the Niyeo products and services.

### Marketplace

In any instance where Niyeo receives payments on behalf of Business Customers, Niyeo may remit such payments to the Business Customer at its discretion. Niyeo reserves the right to verify, deduct fees, and withhold funds as needed. Business Customers are responsible for conversion costs and additional information requests related to Niyeo. Niyeo may rectify errors through future payment deductions. Use of Niyeo's payment services constitutes agreement to these terms and any method-specific terms.

#### Credit
Niyeo is under no obligation to provide you with a line of credit. Niyeo may, based on our sole discretion, and upon a successful credit application, extend a line of credit to you. This line of credit may be withdrawn at any time, without prior notice, at our sole discretion. A invoice will be issued to you on a monthly basis. You wil pay all fees due under this Agreement. All fees are due within 30 days following the invoice date. You agree that we may obtain your business credit report from a credit bureau during the term of this Agreement.

Any customer, with a line of credit or without a line of credit, will be invoiced on a monthly basis. You will pay all fees due under this Agreement, in full and cleared funds as directed by us. All fees are due within 30 days following the invoice date.

#### Third Party Fees
If your payment fails, or results in any fees, overdraft fees or charges from your bank or financial institution or any third party that you use in order to make transactions, you are solely responsible for those fees.

#### Suspension
Without affecting our other rights under this Agreement, if you do not pay any fees by the due date, we may suspend all or part of your access to Niyeo products and services until you make payment in full. We will send you a notice of the suspension through electronic means.


## Modifying and Terminating our Services

Niyeo may modify, suspend, or terminate your access to our Services at any time for any reason, including if we determine that you have violated these Terms, received excessive negative feedback, or created potential harm or legal exposure for Niyeo, our users, or others. You may choose to discontinue using or terminate the Services at any time.

For users in the European Union or United Kingdom within the scope of our Platform Regulation obligations, we will provide 30 days' prior notice of termination with relevant reasons, unless legal or regulatory obligations require faster termination or you have repeatedly breached these Terms. You may contact us at [email protected] to clarify the reasons for termination or suspension. If we resolve the issue in your favor, we will reinstate our Services within a reasonable time.

Upon termination, we will remove your account profile and retain associated data for up to 90 days. This data may remain in our backup storage for a limited time afterward. You must promptly stop using our Services, uninstall and destroy all Niyeo-provided software copies, and delete any user information obtained in breach of these Terms.

You may terminate these Terms at any time by providing written notice. Certain provisions will survive termination, including those related to Third-Party Services, Rights, Feedback, Availability, Disclaimer, Limitation of Liability, Indemnification, Confidential Information, Publicity, Legal Compliance, Governing Law and Venue, Amendment, Assignment, Severability, Miscellaneous, and Notices.

We continually strive to improve our Services, which may involve expanding, adding, or removing features and functionalities. Our Services may experience interruptions due to maintenance, repairs, upgrades, or network failures. We may discontinue some or all of our Services, including certain features and platform support, at any time. Events beyond our control, such as natural disasters, may also affect our Services.

We may disable or delete your account if it remains inactive after registration or for an extended period. The following provisions will survive any termination of your relationship with Niyeo: Licenses, Disclaimers and Release, Limitation of Liability, Indemnification, Dispute Resolution, Availability of Our Services, Other, and any applicable arbitration provisions.

## Legal Compliance

Our Services are not intended for distribution to or use in any country where such distribution or use would violate local law. We reserve the right to limit our Services in any country at any time, to the extent permissible by applicable law. Company will comply with all applicable export control and trade sanctions laws ("Export Laws"), including but not limited to those of the United States, European Union, Singapore, and Japan. Company will not, directly or indirectly, export, re-export, provide, or otherwise transfer our Services: (a) to any individual, entity, or country prohibited by Export Laws; (b) to any individual or entity, or anyone owned or controlled by any individual or entity, on U.S., E.U., Singaporean, Japanese, or other government restricted parties lists; or (c) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons, or missile technology applications, without the required government authorizations. Company will not use or download our Services: (i) if it is located, or owned or controlled by anyone located, in a restricted country; (ii) if it is currently listed, or owned or controlled by anyone listed, on any U.S., E.U., Singaporean, Japanese, or other government restricted parties list; (iii) for the benefit or on behalf of a restricted country or anyone listed on any U.S., E.U., Singaporean, Japanese, or other government restricted parties list; or (iv) for any purpose prohibited by Export Laws. Company will not disguise its location through IP proxying or other methods. Company acknowledges that export control regulations may differ between jurisdictions and agrees to comply with the most stringent applicable regulations.


## Confidential Information

Communications with you may contain Niyeo confidential information, including materials marked confidential or reasonably considered as such under the circumstances. You agree not to disclose this information to any third party without our prior written consent. Niyeo confidential information excludes information you independently developed, information rightfully given to you without confidentiality obligations, or information that becomes public through no fault of your own. You may disclose Niyeo confidential information when legally compelled, provided you give us reasonable prior notice unless prohibited by court order.

## Publicity

Company shall not issue any press release, make any public announcement, or otherwise disclose any information regarding these Terms of Service or Company's relationship with Niyeo without Niyeo's prior written consent. In the event of any user, media, or governmental inquiries related to the Services or this Agreement received by either party, Company agrees to promptly notify Niyeo and cooperate in good faith to respond to such inquiries in accordance with Niyeo's reasonable instructions. Niyeo reserves the right to respond to any such inquiries at its sole discretion.

## Assignment

Niyeo reserves the right to freely assign all of its rights and obligations under these Terms of Service to any of its affiliates, or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise. In such cases, Niyeo may transfer User's information to any of its affiliates, successor entities, or new owners. This right applies to all Niyeo Services and to all users, including business users in the European Union, users in the United States, and users in other regions. Users shall not transfer or assign any of their rights or obligations under these Terms of Service to any third party without Niyeo's prior written consent. Any attempted assignment or transfer by Users without such consent shall be null and void. In the event of an assignment by Niyeo, these Terms will continue to govern the user's relationship with the third-party assignee. For users in the European Union, Niyeo will provide notice of such assignment in accordance with applicable laws. For users in the United States and other regions, Niyeo will notify users of the assignment. If a user does not agree to such an assignment, they must stop using Niyeo Services and delete their account after being notified of the assignment. Niyeo's rights and remedies under these Terms of Service are cumulative and not exclusive of any rights or remedies provided by law.

## Amendment

Niyeo reserves the right to amend or update these Terms of Service, including all incorporated policies and documents, at any time. Any changes to these Terms of Service will become effective immediately upon publication, unless otherwise required by applicable law. In cases where advance notice is mandated by law, Niyeo will provide sufficient notice prior to implementing such changes. The continued use of Niyeo Services by any user, whether an individual or a business entity, following the publication of changes constitutes acceptance of the amended Terms of Service. If a user does not agree with the amended Terms of Service, they must discontinue use of Niyeo Services and delete their account. Users are encouraged to review these Terms of Service periodically.

These Terms of Service are written in English (United States), and while translated versions may be provided for convenience, the English version shall prevail in case of any discrepancies. Any modifications or waivers to these Terms of Service proposed by users require Niyeo's explicit consent.

Niyeo will provide notice of material amendments to these Terms of Service as appropriate and update the "Effective Date" at the top of this document. By continuing to use Niyeo Services, users acknowledge and accept the amended Terms of Service. While Niyeo hopes users will continue to use its Services, those who do not agree with the amended Terms must cease using the Services and delete their accounts.

## Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed from these Terms of Service. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms of Service, which shall remain in full force and effect. This severability provision applies to all users of Niyeo Services, including individuals and business entities, regardless of their location or jurisdiction.

## Miscellaneous

The section headings in these Terms are for convenience only and have no legal effect. These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version conflicts with the English version, the English version controls.

Terms such as "including" are to be construed without limitation. Nothing in these Terms will prevent Niyeo from complying with applicable laws. These Terms do not establish any agency, partnership, or joint venture between you and Niyeo, nor do they give any third-party beneficiary rights.

Niyeo's failure to enforce any provision of these Terms will not be considered a waiver. Unless otherwise stated in a separate, mutually executed agreement between you and Niyeo, these Terms constitute the entire agreement between you and Niyeo regarding the Services and supersede any prior agreements.

Niyeo reserves the right to designate certain Services as governed by separate terms in the future. Niyeo may limit its Services in any country or territory where distribution or use would violate local law.

You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws. You will not export, re-export, provide, or transfer the Services to prohibited individuals, entities, or countries, or for any purpose prohibited by export laws, including nuclear, chemical, or biological weapons, or missile technology applications without required government authorizations.

Niyeo may freely assign its rights and obligations under these Terms to any affiliate or in connection with a merger, acquisition, restructuring, or sale of assets. In such cases, these Terms will continue to govern your relationship with the third party. You may not transfer any of your rights or obligations under these Terms without Niyeo's prior written consent.

If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be severed without affecting the validity and enforceability of the remaining provisions.

Niyeo appreciates feedback about its Services but has no obligation to provide compensation for such feedback and may use it without restriction.

These Terms do not limit any consumer legal rights that cannot be waived by contract in certain jurisdictions.

## Governing Law

If you are a non-business resident in a territory within the European Region, the laws of your  territory will apply to any Claim you have against us that arises out of or relates to these Terms or our Services, and you may resolve your Claim in any competent court in your country or territory that has jurisdiction over the Claim. In all other cases, you agree that the Claim must be resolved in a competent court in California that has jurisdiction over the Claim and that the laws of California will govern these Terms and any Claim, without regard to conflict of law provisions.

If you are a business, company or organization the governing law of this agreement will be that of the State of California.

If you are a non-business resident user located in the United States or Canada, you agree that any claim or cause of action you have against Niyeo relating to, arising out of, or in any way in connection with our Terms or our Services, and for any claim or cause of action that Niyeo files against you, you and Niyeo agree that any such claim or cause of action will be resolved exclusively by arbitration or otherwise in the United States District Court for the Northern District of California or a state court located in San Mateo County in California, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or cause of action, and the laws of the State of California will govern any such claim or cause of action without regard to conflict of law provisions. Without prejudice to the foregoing, you agree that, in our sole discretion, we may elect to resolve any Dispute we have with you that is not subject to arbitration in any competent court in the country in which you reside that has jurisdiction over the Dispute.

You agree to that to resolve any dispute you must bring any Claims or any commencement of arbitration within one year after the dispute first arose; otherwise, such dispute is permanently barred. This means that if we or you do not bring a Claim (including commencing an arbitration) within one year after the dispute first arose, then the arbitration will be dismissed because it was started too late.

## Notices

Written notices to Niyeo may be addressed as follows:

Apance Pte Ltd
ATTN: Niyeo Legal Team
68 Circular Road, #02-01
Singapore 049422