Bambu Build

Software Subscription and Services Agreement

[company name]

Bambu (Registered as Mangosteen BCC Pte. Ltd.)

Registered office:
EON Shenton
70 Shenton Way #18-15
Singapore 079118
www.bambu.co
Date:

Parties:

(1) MANGOSTEEN BCC PTE. LTD. incorporated in Singapore and whose registered office is at 70
Shenton Way #18-15, Singapore 079118 (“Bambu”)

(2) COMPANY NAME. incorporated in [country] and whose principal office is at [address] (the
“Client”)

This Software Subscription and Services Agreement (this “Agreement”) sets out the terms on which
Client is permitted to access and use the Bambu Platform Software, Deliverables (if any) and the
Services. This Agreement comprises: (i) Section A (Key Details), including this cover page and
the signature clause; (ii) Section B (General Terms and Conditions); and (iii) Section C (Support
Services).

Section A: Key Details

Item Detail
Commencement [insert agreement signing date].
Date

Initial Term 36 months from the Commencement Date.

Fees As stated in the Statement of Work dated _______ 2021.

Currency United States dollars (USD).

Payment Terms Monthly in arrears; 30 days from date of invoice.

Client Application [Example] [Robo-advisory] and [investment service] targeted

at investors based in [country/region].

Third Party Services [Company A] and [Company B] services to be separately

contracted by Client.

Signed:

SIGNED for and on behalf of SIGNED for and on behalf of COMPANY

MANGOSTEEN BCC PTE. LTD. by: by:

_______________________________ _________________________________
_______ ______
Authorised signatory Authorised signatory
_______________________________ _________________________________
_______ _______
Print Name / Title Print Name / Title

Section B: General Terms and Conditions

Bambu Build – Software Subscription and Services Agreement

2
These General Terms and Conditions (“GTC”) apply to Client’s access and use of the Bambu Platform
Software, Deliverables (if any) and the Services and form part of this Agreement.

1 Definitions

1.1 “Affiliate” means any entity, directly or indirectly controlled by, controlling, or under common
control with a party to the Agreement. If an entity ceases to meet these criteria, it shall cease to
be an Affiliate under these GTC.

1.2 “APIs” means Bambu’s proprietary application program interfaces and includes all associated
tools, elements, components and executables.

1.3 “Applicable Taxes” means the sales, use, consumption, goods and services, and value-added
taxes applicable to the Services, except taxes imposed on Bambu’s income.

1.4 “Authorized User” means any employee or contractor of Client or other individual or entity who is
authorized by Client to access and use the Services or who uses the Services under Client’s
account. Authorized Users must be identified by Client to Bambu.

1.5 “Bambu Platform Software” means Bambu’s proprietary software programs comprising the robo
advisory digital platform, including the front-end customer interface and journey, applicable APIs
(required to deliver the relevant functionality), the administrator dashboard, engine algorithms and
databases, and includes an Update to such software programs.

1.6 “Confidential Information” means any information disclosed by one party (the “Disclosing
Party”) to the other party (the “Receiving Party”) which: (i) is marked as proprietary by the
Disclosing Party; or (ii) the Receiving Party should reasonably understand to be confidential.
Confidential Information does not include information that: (a) is independently developed by the
Receiving Party, without reference to the Disclosing Party’s Confidential Information; (b) is
already in the Receiving Party’s possession prior to receipt from the Disclosing Party; (c) is
Content; or (d) is or becomes publicly available other than through violation of the Agreement.

1.7 “Covered Country” means each contracting party to The Patent Cooperation Treaty (currently
published at http://www.wipo.int/pct/en/).

1.8 “Client” means the party referenced in Section A.

1.9 “Client Application” means the Client application referenced in Section A.

1.10 “Client Content” means Client’s data uploaded, generated, stored, or transmitted by Client to
Bambu, as a part of Client’s use of the Services.

1.11 “Deliverables” means any deliverables provided by Bambu to Client, as specified in any
statement of work, change request or other order form.

1.12 “Documentation” means the manuals, specifications, and other materials describing the
functionality, features, and operating characteristics of the Bambu Platform Software (and any
Deliverables) and includes all written, electronic, online, and other documentation provided or
made available by Bambu to Client under this Agreement relating to the Services.

1.13 “End Users” means customers receiving services from Client via the Client Application.
Bambu Build – Software Subscription and Services Agreement
3
1.14 “Fees” means the fees payable by Client pursuant to this Agreement as specified in Section A.

1.15 “Infringement Claim” means claims, suits, actions, or proceedings brought against Client in a
court of competent jurisdiction in a Covered Country by a third party which allege an infringement
by the Services of a third party’s patent, copyright, or trade secret.

1.16 “Initial Term” means the initial term of this Agreement specified in Section A.

1.17 “Intellectual Property Rights” includes copyright, and all worldwide rights conferred under
statute, common law or equity in relation to inventions (including patents), registered and
unregistered trademarks and designs, circuit layouts, data and databases, confidential
information, know-how, and all other rights resulting from intellectual activity. “Intellectual
Property” has a consistent meaning, and includes any enhancement, modification or derivative
work of the Intellectual Property.

1.18 “Payment Terms” means the Fee payment terms specified in Section A.

1.19 “Professional Services” means any professional services such as Bambu Platform Software
customization, implementation or configuration services, user training or other similar services
provided by Bambu to Client pursuant to a statement of work, change request or other order form.
Professional Services under this Agreement do not include services provided by a third party
distributor or reseller that may provide services under a separate agreement between Client and
such third party.

1.20 “Services” means the Software Services, the Support Services and Professional Services (if any)
provided by Bambu to Client pursuant to this Agreement.

1.21 “Software Services” means Bambu’s provision of access to, and use of, the Bambu Platform
Software, Deliverables (if any) and Documentation by Client pursuant to this Agreement.

1.22 “Support Services” means the operational, maintenance and technical support services provided
by Bambu to Client, as described in Section C of this Agreement.

1.23 “Third Party Services” means the third party services specified in Section A and includes any
other software, systems, technology, data bases, data feeds or other products supplied by third
parties (whether disclosed or not) in connection with, or as part of, the Services.

1.24 “Update” means a new version of the Software Services released by Bambu intended to provide
bug fixes and resolve other technical issues without providing new features or additional
functionality.

2 Term of this Agreement

2.1 This Agreement will be effective on the Commencement Date and will continue in effect during
the period of the Initial Term, unless terminated in accordance with this Agreement.

2.2 After the Initial Term, this Agreement will automatically renew for one (1) year periods (each a
“Renewal Term”) unless either party provides the other party with at least sixty (60) days’ written
notice prior to the end of the Initial Term or the Renewal Term. Bambu may revise its Fees for the
following Renewal Term by providing Client with at least seventy-five (75) days’ written notice
prior to the end of the then-current Initial Term or Renewal Term.

Bambu Build – Software Subscription and Services Agreement

4
3 Services

3.1 Bambu will provide the Services to Client pursuant to the terms of this Agreement (including
these GTC).

3.2 As reasonably necessary to reflect changes in its business, technology and service offerings,
Bambu may change its rules of operation, policies, access procedures, software, the Services or
the Documentation. Bambu will provide notice of changes by posting information concerning the
changes via email or by notification directly through the Services (e.g. via the Client administrator
dashboard). If a change has a material adverse effect on Client’s use of the affected Services,
Bambu will: (i) give reasonable advance written notice identifying the reason for the change and
the expected impact prior to implementing such change; and (ii) consult with Client to identify
ways to mitigate the impact of any such change.

3.3 Client acknowledges that access to and use of any third party vendor’s software as part of the
Services may be subject to Client agreeing to third party terms applicable to such software.

3.4 Bambu may employ its Affiliates and third parties worldwide in the performance of the Services,
provided that Bambu shall remain primarily responsible to Client.

4 Client Responsibilities

4.1 Client is responsible for: (i) obtaining, installing, and maintaining the equipment, communication
lines and support services necessary to access the Services; and (ii) ensuring that its Internet or
telecommunications connections (if applicable), hardware, devices and software are secure and
compatible with the Services.

4.2 If Client elects to use a third party contractor to perform work interfacing with or configuring the
Services, Client must consult with Bambu prior to commencing such work. Client is solely
responsible for any work performed by, and any acts or omissions of, such third party contractor.

4.3 Use of the Services may require Client to create an administrator account for a Client
administrator. The Services may enable the Client administrator to provision and register Client’s
Authorized Users to access and use the Services. Client is responsible for keeping Authorized
User registration information accurate, complete and up to date.

4.4 Client shall be responsible for: (i) acts or omissions by its Authorized Users; (ii) maintaining the
confidentiality of access credentials (including usernames, passwords, and keys) used by Client
or its Authorized Users; (iii) ensuring compliance with this Agreement by each Authorized User;
(iv) ensuring compliance with any agreements between Client and End Users (for clarity,
including any privacy policy or statement); and (v) ensuring compliance with applicable local,
state and national laws and regulations in connection with the use of the Services or End User
data, including those related to financial and investment advice, export compliance, data privacy,
international communications and the transmission of data.

4.5 Bambu may suspend the Services without liability to Bambu in order to comply with applicable
law, or to prevent damage to Bambu or its other clients and customers. Upon written notice to
Client, Bambu may require Client’s assistance in verifying usage of the Services in compliance
with the terms of the Agreement.

Bambu Build – Software Subscription and Services Agreement

5
5 Restrictions on Use

5.1 Notwithstanding anything to the contrary, Client will only use the Services for Client’s internal
business purposes as part of the Client Application. Only Client’s Authorized Users may access
and use the Services.

5.2 Client shall not: (i) resell the Services to third parties without Bambu’s prior express written
agreement; (ii) create multiple free accounts under different or fake identities or otherwise that
enables Client to exceed any usage limits associated with the Service; (iii) disclose to any third
party the results of any benchmarking testing or comparative or competitive analyses of the
Services done by or on behalf of Client; or (iv) modify, reverse engineer, decompile, create
derivative works based on, or otherwise attempt to discover the source code, object code, or
underlying structure, ideas, or algorithms of the Software Services or any third party vendor’s
software that are included in the Services.

5.3 Client acknowledges that: (i) it does not have any rights to Software Services or to any third party
vendors’ software that are included in the Services, other than the use and access thereof as part
of receiving the Services; and (ii) it does not receive any title, license, rights or ownership in or to
any of the foregoing.

5.4 Bambu’s acceptance and onboarding of Client should not be interpreted as an advice or opinion
of Bambu as to the legality of the Client Application (or other Client products and services) and of
Client’s intended use of the Services. Client is and remains solely responsible to ensure the
Client Application (and other Client products and services) offered and/or sold are compliant with
the applicable laws in its country of origin and the countries its customers are based in. Client
warrants by signing this Agreement that it has made inquiries into the rules applying to the Client
Application (and other Client products and services) and the relevant applicable laws in advance
of providing the Client Application (and other Client products and services).

5.5 If Bambu in its reasonable discretion determines that there is a significant risk that the Client
Application (and other Client products and services) are not, or are no longer, compliant with
applicable laws, Bambu has the right to terminate the Services and this Agreement.

6 Intellectual Property; Client Content

6.1 Bambu alone owns all right, title and interest, including all related Intellectual Property Rights, in
and to (i) the Bambu Platform Software, (ii) the Deliverables (if any), (iii) the Services, (iv) the
Documentation, and (v) any suggestions, ideas, requests, feedback, recommendations or other
information provided by Client or any other party relating to the foregoing (“Feedback”), and
Bambu reserves all rights to use, modify and allow others to use such materials. Client hereby
makes all assignments necessary to achieve such ownership of any Feedback. Client may not
remove Bambu’s copyright or other proprietary notices from the Documentation or any part of the
Services.

6.2 As between Client and Bambu, Client Content belongs to Client, and Bambu makes no claim to
any right of ownership in the Client Content. Client represents and warrants to Bambu that Client
is the owner of all rights to the Client Content, or that Client has the right to reproduce, distribute
and transfer the Client Content for the purposes of this Agreement.

6.3 Bambu will store and safeguard Client Content in accordance with the administrative, technical,
and physical security controls and procedures as defined in this Agreement. Client remains solely
responsible for the Client Content and for ensuring that the Client Content complies with this
Agreement and with all legal and regulatory obligations applicable to the Client Content. Only to

Bambu Build – Software Subscription and Services Agreement

6
 the extent necessary for Bambu to perform its obligations under this Agreement, Clients grants
Bambu the right to use, copy, process, rename, publish or display Client Content.
Notwithstanding the foregoing, if any portion of the Client Content contains material that is
harmful to Bambu’s systems or the Client Content (for example a virus), Bambu reserves the right
to act without Client’s consent to protect Bambu’s systems and the Client Content.

6.4 With respect to Client Content, any applicable data retention period and/or any data return
service provided with the Services, as well as any fees payable by Client therefor, will be
specified in this Agreement. Bambu shall have no obligation to retain or delete Client Content or
to return Client Content to Client except as provided in this Agreement.

7 Data Protection

7.1 Bambu will provide the Services in accordance with privacy and data protection laws, to the
extent applicable to Bambu. Bambu’s Privacy Policy is located at http://www.bambu.co/. Before
any End User engages with the Client Application in a manner that uses the Services, Client
warrants and will ensure that it provides all notices and obtains all consents required under
applicable law to enable Bambu to process End User data in accordance with Bambu’s privacy
policy.

7.2 To the extent that Bambu processes personal data on behalf of Client in performing the Services:
(i) Bambu shall implement reasonable and appropriate technical and organizational measures
designed to protect personal data against unauthorized or unlawful processing; and (ii) Bambu
shall not collect, sell or use such personal data except as necessary to perform the Services, or
as otherwise permitted by the applicable laws.

7.3 Client acknowledges that, notwithstanding the security precautions deployed by Bambu, the use
of, or connection to, the Internet provides the opportunity for unauthorized third parties to
circumvent such precautions and illegally gain access to the Software Services, Client Content
and End User data. Bambu cannot and does not guarantee the privacy, security, integrity or
authenticity of any information transmitted over or stored in any system connected to or
accessible via the Internet or otherwise or that any such security precautions will be adequate or
sufficient.

7.4 To the extent that Bambu requires personal data to provide the Services, Client will provide
personal data only to the extent reasonably required. Client is responsible for implementing and
maintaining privacy protections and security measures for components that Client provides or
controls, as well as complying with its obligations under this Agreement or otherwise required by
law.

8 Termination

8.1 For cause. A party may terminate this Agreement for material breach by the other party if the
other party fails to cure such breach within 30 days after written notice. For material breaches
relating to the rights granted or restrictions in Sections 4 (Client Responsibilities), 5 (Restrictions
on Use) or 13 (Confidentiality), no such cure period will be granted and such termination may be
immediate. Except in the event of a material breach or as specifically provided in these GTC or in
this Agreement, neither party will be permitted to terminate this Agreement prior to the end of the
Initial Term specified in Section A or any Renewal Term.

8.2 Actions upon termination. Upon any termination of this Agreement, Client will immediately either
deliver to Bambu or destroy all copies of (i) Documentation, and (ii) any of Bambu’s third party
vendor’s software that is included in the Services, which are in Client’s possession or control.

Bambu Build – Software Subscription and Services Agreement

7
8.3 Survival. The following provisions of these GTC shall survive termination or expiration of this
Agreement Sections: 5 (Restrictions on Use); 6 (Intellectual Property; Client Content); 9 (Fees,
Payment and Taxes); 10 (Warranties); 11 (Infringement Indemnity); 12 (Limitation of Liability); 13
(Confidentiality); and any provisions that by their nature should survive termination.

9 Fees, Payment Terms and Taxes

9.1 Client shall pay Bambu the Fees (and other charges) specified in Section A.

9.2 Fees are exclusive of any Applicable Taxes or import duties due as a result of amounts paid to
Bambu or the performance of the Services.

9.3 Bambu will submit monthly invoices for ongoing provision of the Services and payments are due
30 days from the date of invoice. Fees and other charges owed by Client not paid when due shall
accrue interest at the lesser of one and one-half percent (1.5%) per month or the highest rate
permitted by law. Client shall bear all of Bambu’s costs of collection of overdue fees, including
reasonable attorneys’ fees. All Client payments made are non-refundable, non-cancellable, and
not subject to set-off.

9.4 If an invoice remains unpaid following at least 10 days written notice by Bambu, Bambu may
(reserving all other legal remedies and rights) suspend the Services or, following 30 days’ written
notice by Bambu, terminate the Agreement.

10 Warranties

10.1 Client acknowledges that the Services provided by Bambu under this Agreement, including the
use of the Bambu Platform Software and Deliverables (if any) by Client, are provided on an “as-
is” basis, and, unless expressly agreed in writing, Bambu shall have no obligation to modify
and/or customize the Bambu Platform Software or Software Services for any of Client’s specific
requirements.

10.2 Client acknowledges that complex software is never wholly free from defects, errors and bugs,
and Bambu gives no warranty or representation that the Services will be wholly free from such
defects, errors and bugs. From time-to-time, Client may experience downtime and errors in the
operation, functionality or performance of the Software Services.

10.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND

DOCUMENTATION ARE PROVIDED WITHOUT EXPRESS OR IMPLIED WARRANTIES OR
CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, BAMBU DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR
PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF
DEALING. BAMBU DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE OR
WILL OPERATE WITHOUT INTERRUPTION. CLIENT ASSUMES THE RESPONSIBILITY TO
TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGES TO ITS CONTENT OR OPERATIONS
WHICH COULD BE CAUSED BY SERVICES DEFECTS, INTERRUPTIONS, OR
MALFUNCTIONS.

10.4 In connection with the Services, Bambu may use or provide access to Third Party Services. To
the maximum extent permitted by law, (i) Bambu does not give any warranty in relation to Third
Party Services, including any warranty as to features, performance or fitness for purpose of such
services; and (ii) Bambu shall not be liable for any claim, action or breach arising in relation to
Third Party Products. Nothing in this clause affects or limits the operation of any other provisions
of these GTC.

Bambu Build – Software Subscription and Services Agreement

8
11 Infringement Claims

11.1 If the Services become, or in Bambu’s opinion may become, the subject of an Infringement Claim,
Bambu will, at no expense to Client: (i) obtain a right for Client to continue using the Services; (ii)
modify the Services so they become non-infringing but still provide substantially the same
functionality as the infringing Services; or (iii) terminate the Services and refund the unused
portion of any prepaid fees received by Bambu from Client. Bambu’s entire liability and Client’s
sole and exclusive remedy with respect to any Infringement Claim shall be limited to the remedies
set forth in this Section 11.

11.2 Client shall defend, indemnify and hold harmless Bambu, its Affiliates, directors and employees
from any damages, losses, claims and expenses arising from any claim or other legal action
related to: (i) Client’s or any Authorized User’s infringement of any person’s Intellectual Property
Rights or other legal rights; (ii) Client Content which Bambu uses, processes and/or manages in
connection with the Services; (iii) Client’s or any Authorized User’s use of the Services; (iv)
Client’s or any Authorized User’s breach of this Agreement; (v) Client’s breach of any agreements
it has with any End User; and (vi) Client’s or any Authorized User’s breach of any applicable laws
or regulations.

12 Limitation of Liability

12.1 EXCLUSION OF DAMAGES. BAMBU AND ITS AFFILIATES ARE NOT LIABLE TO CLIENT OR
TO ANY OTHER PARTY FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, AGGRAVATED, EXEMPLARY, OR PUNITIVE DAMAGES; OR (B) ANY
LOST SALES, LOST REVENUE, LOST PROFITS, LOST OR CORRUPTED DATA, OR
REPROCUREMENT AMOUNT; OR (C) FORCE MAJEURE UNDER SECTION 14.9 BELOW.

12.2 LIMITATION OF LIABILITY. THE LIABILITY OF BAMBU AND ITS AFFILIATES WILL NOT
EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF FEES INVOICED BY BAMBU TO
CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE
EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE,
SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)). CLIENT
RELEASES BAMBU FROM ALL OBLIGATIONS, LIABILITIES, CLAIMS, OR DEMANDS
RELATING TO THE SERVICES AND THIS AGREEMENT IN EXCESS OF THE LIMITATION
PROVIDED FOR IN THIS SECTION.

12.3 DISCLAIMER. THE LIMITATIONS IN THIS SECTION APPLY IN REGARD TO ANY AND ALL
CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, IN
TORT, EQUITY, AT LAW, STRICT PRODUCT LIABILITY, OR OTHERWISE, INCLUDING
CLAIMS OF NEGLIGENCE, BREACH OF CONTRACT OR WARRANTY, REGARDLESS OF
THE FORM OF ACTION, EVEN IF: (A) BAMBU IS ADVISED IN ADVANCE OF THE
POSSIBILITY OF THE DAMAGES IN QUESTION; (B) SUCH DAMAGES WERE
FORESEEABLE; OR (C) CLIENT’S REMEDIES FAIL IN THEIR ESSENTIAL PURPOSE. IF THE
APPLICATION OF THIS SECTION 12 IS LIMITED BY LAW, THE LIABILITY OF BAMBU AND
ITS AFFILIATES WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THE REMEDIES
SPECIFIED IN THIS AGREEMENT ARE EXCLUSIVE.

12.4 Notwithstanding use of the Services, Client is remains ultimately responsible for all trading
strategies, portfolio construction and other investment recommendations made to End Users and
Bambu shall have no responsibility in such regard. Bambu is not regulated by the U.S. Securities
and Exchange Commission, Monetary Authority of Singapore nor any other financial regulatory
body. Bambu does not itself, and will not, offer or provide any financial advice or carry on any
other regulated activities (including such activities as defined in the Financial Advisers Act (Cap
110) 2007 (Singapore)).

Bambu Build – Software Subscription and Services Agreement

9
13 Confidentiality

13.1 Each Disclosing Party may disclose to the Receiving Party Confidential Information pursuant to
this Agreement. Each Receiving Party agrees, for the term of this Agreement and for three (3)
years after such term, to hold Disclosing Party’s Confidential Information in strict confidence, not
to disclose such Confidential Information to third parties (other than to Affiliates and to
professional advisers who are bound by appropriate written obligations of confidentiality) unless
authorized to do so by Disclosing Party, and not to use such Confidential Information for any
purpose except as expressly permitted hereunder. Each Receiving Party agrees to take
reasonable steps to protect Disclosing Party’s Confidential Information from being disclosed,
distributed or used in violation of the provisions of this Section. The foregoing prohibition on
disclosure of Confidential Information shall not apply to any information that: (i) is or becomes a
part of the public domain through no act or omission of Receiving Party; (ii) was in Receiving
Party’s lawful possession without confidentiality obligation prior to the disclosure and had not
been obtained by Receiving Party either directly or indirectly from Disclosing Party; (iii) is lawfully
disclosed to Receiving Party by a third party without restriction on disclosure; (iv) is independently
developed by Receiving Party or its employees or agents without use of Disclosing Party’s
Confidential Information; or (v) is required to be disclosed by Receiving Party as a matter of law
or by order of a court or by a regulatory body, provided that Receiving Party promptly notifies
Disclosing Party (where lawfully permitted to do so) so that Disclosing Party may intervene to
contest such disclosure requirement and/or seek a protective order or waive compliance with this
Section. Each Receiving Party is responsible for any actions of its Affiliates, employees and
agents in breach of this Section.

14 General

14.1 Authority. Each party warrants it has all necessary authority, power and capacity to enter into and
perform this Agreement and that all necessary actions have been taken to enter into it properly
and lawfully.

14.2 Entire agreement and order of precedence. This Agreement represents the entire agreement of
the parties, and supersedes any prior or current understandings, whether written or oral with
respect to the subject matter of this Agreement. In the event of a conflict between the
components of this Agreement, Section A will prevail over these GTC and Section B. These GTC
will prevail over Section B.

14.3 Amendment, waiver. Any amendment of this Agreement must be in writing and signed by both
parties. Neither party will be deemed to have waived any of its rights under this Agreement by
lapse of time or by any statement or representation other than by a written waiver by a duly
authorized representative. No waiver constitutes a waiver of any prior or subsequent breach.

14.4 Governing law; time limit. The Agreement is governed by the laws of Delaware. The parties
consent to the exercise of exclusive jurisdiction by the courts in Delaware for any claim relating to
this Agreement. No action, regardless of form, arising from this Agreement or any Services
provided or to be provided hereunder may be brought by either party more than two (2) years
after the cause of action has accrued, except that an action for non-payment may be brought at
any time.

14.5 Relationship of the parties. The relationship of the parties created by this Agreement is that of
independent contractor and not that of employer/employee, principal/agent, partnership, joint
venture or representative of the other. Neither party is authorized to make any representation,
contract or commitment on behalf of the other party.

Bambu Build – Software Subscription and Services Agreement

10
14.6 Services Statistics. Client agrees that Bambu may gather and utilize statistical information
gathered in connection with the Services and the data processed by the Services, including
Google analytics (the “Services Statistics”), however, Bambu will only utilize the Services
Statistics: (i) in a manner that will not identify Client as the source thereof; (ii) in a form where the
data is anonymized; and (iii) in compliance with all applicable laws and regulations.

14.7 Assignment. There are no third-party beneficiaries to this Agreement. Client may not assign or
otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without
the prior written consent of Bambu. Any assignment in breach of this Section is null and void.
Bambu may assign its rights and obligations under this Agreement to an Affiliate upon written
notice to Client. Except to the extent identified in this Section, this Agreement will be binding upon
and inure to the benefit of the respective successors and assigns of the parties.

14.8 Force Majeure. Bambu does not control the flow of data to or from the Services. Rather, such
flow depends in large part on the performance of Internet services and technology provided or
controlled by third parties and the public Internet infrastructure, as well as on other events beyond
Bambu’s control. At times, the action or inaction of parties or systems not controlled by Bambu or
other events beyond Bambu’s control can impair, disrupt or delay Bambu’s ability to provide the
Services or Client’s ability to access the Services. Notwithstanding anything to the contrary in this
Agreement, Bambu disclaims, and Client shall not hold Bambu responsible for, any and all liability
resulting from or related to such actions or events, including acts of God, acts of governmental
authority, unavailability of third party communication facilities or energy sources, fires,
transportation delays, or any cause beyond the reasonable control of Bambu (collectively “Force
Majeure”).

14.9 Notices. All notices must be in writing and given by nationally recognized courier service, or
electronic transmission and addressed to the law department at the address specified in Section
A (as updated from time to time by either party giving notice to the other in writing) and will be
effective upon receipt.

14.10 Publicity. Bambu may include Client’s name (and logo) in a list of Bambu customers, whether
online or in promotional materials. Bambu is permitted, with Client’s review and approval, to
publicize Bambu’s involvement in the Client Application, without disclosing any content or details
beyond the nature of the contractual relationship. Upon Bambu’s request, (i) Client agrees to
prominently place Bambu’s brand logo or equivalent material on the Client Application (or
equivalent site), as applicable, to indicate the application or software is powered by Bambu; and
(ii) Client shall cooperate with Bambu in the development of a case study describing Client’s use
of the Services. The resulting case study will be reviewed and agreed upon by Client.

14.11 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
contrary to law, the provision shall be modified by the court and interpreted so as best to
accomplish the objectives of the original provision to the fullest extent permitted by law, and the
remaining provisions of this Agreement shall remain in effect.

14.12 No third party rights. No person or entity who is not a party to this Agreement shall have any right
under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or other similar laws
to enforce any term of this Agreement, regardless of whether such person or entity has been
identified by name, as a member of a class or as answering a particular description.

14.13 Governing language. This Agreement shall be prepared and interpreted in the English language.
Any translation of this Agreement into another language is for the purpose of convenience only.
Any inconsistency arising due to translation into another language or a difference of interpretation
between two or more languages, will be resolved in favour of the English language version.

Bambu Build – Software Subscription and Services Agreement

11
Bambu Build – Software Subscription and Services Agreement
12
Section C: Support Services
Bambu will not provide Support Services to individual End Users, and End Users will be directed by Client to
contact its customer service team to report problems and issues with the Software Services. Bambu
shall not be obliged to provide the support services set out in this Section C to the extent the Defect(s)
are due to use of the Software Services by Client not in accordance with this Agreement (including the
terms of this Section C).

1. Definitions

For the purposes of this Section C, the following terms have the meanings given below:

(a) “Defects” means any failures, errors or bugs in the Software Services, but excludes any failures, errors or
bugs due to: (i) legacy, host or third party software failure and/or wrong configuration; (ii) middleware,
messaging, connectivity, communication, interface; (iii) infrastructure hardware and/or software failure
and/or wrong configuration; (iv) Client workstation hardware and/or software failure and/or wrong
configuration; (v) application server hardware and/or software failure and/or wrong configuration; (vi)
database management system, hardware and/or software failure and/or wrong configuration; (vii) network
failure and/or its wrong configuration; or (viii) security hardware and/or software failure and/or wrong
configuration.

(b) “Fix” or “Permanent Fix” means a permanent solution that addresses a specific Incident.

(c) “Incident” or “Fault” means Defects which result from instructions which are not recognised by the
Bambu’s systems or that violate business rules, or result from network, hardware or software failures that
do not include planned maintenance or known or existing Defects.

(d) “Operation Support Document” means Bambu’s operation support document made available to Client
via email or online.

(e) “Problem” means the root cause of one or more Incidents.

(f) “Response” means an acknowledgement by phone call, email or other means of the receipt of an
Incident, including a description of the issue and service affected, steps to reproduce, a description of the
impact to users and contact information.

(g) “Restore” means the restoration of the Software Services to the point where the service is available and
functioning in accordance with the service levels outlined in this Section C, either through a Fix or a
Workaround.

(h) “Workaround” or “Interim Fix” means a solution that restores the Software Services to the required
service level but does not fix the problem permanently.

2. Availability and Access to Database

(a) Bambu will use commercially reasonable efforts to make all Software Services available 24 hours a day, 7
days a week, except for scheduled maintenance between 6pm and 7pm SGT on the first Tuesday of
every month.

(b) Bambu is responsible for supporting the Software Services and ensuring the Software Services are
running on the servers in accordance with the service levels outlined in this Section C. Hardware is
explicitly out-of-scope for the Support Services. As the solution is planned to be hosted in a cloud
environment, the availability of the hardware is the sole responsibility of the cloud provider.

3. No Service Credits. Availability targets, Incident Response targets and Incident Restoration targets set
out in this Section C are guidelines only to be achieved by Service Provider using commercially

Bambu Build – Software Subscription and Services Agreement

13
 reasonable efforts. Failure on the part of Service Provider to achieve such targets will not result in an
obligation to provide service credits or fee refunds to Client.

4. Maintenance and Automatic Upgrades. Bambu will provide, at no additional cost to Client: (a) automatic
product Updates of the Software Services and (b) maintenance Updates of the Software Services. Other
than in exceptional circumstances (for example, in an emergency response to a security threat), Updates
will occur during notified maintenance periods only. The content and timing of release of any Upgrade is at
the sole discretion of Bambu.

5. Reports. Bambu will give to Client monthly electronic or other written reports and updates of its service
level performance, including without limitation, its Response, resolution, Restoration and availability
metrics as measured against the requirements herein.

Severity Description Example Target Progress Target Time Target

Response Report Work Time to
Time Interval around Restore
1: Critical Problems that Outage of severe impact causing 15 mins Hourly 4 hours 8 hours
render the an adverse effect on Client's
application business with high financial
unusable. implication, with no immediate to
bare minimal work around
available to restore normal
operations.
i.e. System/Platform is
unavailable
2: High Problems Problem of significant business 30 mins Every 8 hours 16 hours
severely impact and has potentially a high 2 hours
affecting system Client impact, where a work
usage. around is available to restore the
functionality.
i.e. Function is unavailable
3: Medium Problems that Situation of reduced functionality, 45 mins Every 48 hours 72 hours
do not but does not cause any 12 hours
significantly detrimental effect to the Client’s
impair the normal business operations.
functioning of i.e. System is slow
the system and
do not
significantly
affect service to
users.
4: Low Problems with ● Issues that has no direct 48 hours Every 24 120 hours 168 hours
no impact to impact to system’s DBH hours or via
system functionality and mostly schedule
functionality. tagged as request (service deployme
and change) nt
i.e. UI/UX font change or
misspelled word
● Support request, covering any
technical request for
information or documentation.

Resolution times may be extended where the Fix is particularly complex and/or requires joint, special or
integrated testing.

6. Incident Reporting
Incidents must be reported by Client in accordance with the procedures set out in this Section C and the
Operation Support Document.

Phone +65 9171 8628 This will be primarily used for urgent and critical incidents and/or matters
that would require immediate attention.
Email [email protected] This is a dedicated email created as the main contact to document any of
support related communication.

Bambu Build – Software Subscription and Services Agreement

14