Master Subscription Agreement

This Master Subscription Agreement (this "Agreement" or the “MSA”) is a binding agreement between TRUEWATCH TECHNOLOGY INC PTE. LTD. ("TrueWatch") and the entity or individual that accepts this Agreement or accesses or uses the Services (the “User” or “you”).

This Agreement governs the User’s purchase of, access to, and use of TrueWatch’s SaaS-based observability, monitoring, analytics, AI-enabled features, mobile applications, and related products and services (the “Services”).

For each User, this Agreement becomes binding from the earlier of: (a) the date the User accepts this Agreement, creates an account, submits an order, or accesses or uses the Services; or (b) the date of any Order Form referencing this Agreement.

If you use the Services on behalf of an entity or organization, “User” means that entity or organization, and you represent that you have authority to bind that User.

If you use the Services in your individual capacity, “User” means you personally, and you represent that you have legal capacity to enter into this Agreement.

If the User and TrueWatch enter into a separately signed written agreement for specific Services, that signed agreement governs those specific Services only to the extent expressly stated in that signed agreement. This Agreement continues to apply to usage, features, or Services not expressly covered by that signed agreement.

If you have any questions about this Agreement or the Services, please contact TrueWatch Support at (65) 6924-1094 or [email protected]

1. Services and Incorporated Terms

a. TrueWatch will provide the Services as described in this Agreement, the applicable Order Form and the Operational Guidelines. The Services may be provided on a subscription, prepaid, usage-based, marketplace, or other approved ordering basis.

b. The following terms form part of this Agreement and apply to their respective subject matter:

 i. TrueWatch AI Service Terms, for AI-enabled and agentic features;

 ii. Privacy Notice and, where applicable, the Data Processing Agreement or DPA, for Personal Data matters;

 iii. Payment and Billing Center Agreement, for billing, invoicing, payment, taxes, prepaid balance, credits, refunds, and Billing Center matters;

 iv. Service Level Agreement or SLA, for service levels and service credits; and

 v. Operational Guidelines and other TrueWatch Policies, for technical, operational, acceptable-use, service-specific, and platform rules.

If there is an inconsistency, the subject-specific terms prevail for their subject matter, unless this Agreement expressly states otherwise.

c. The Services are provided for informational and analytical purposes. They are not intended to be the sole basis for operational, security, compliance, financial, legal, or business decisions. The User remains responsible for evaluating all outputs and decisions made using the Services.

d. The Services may include AI-enabled features, including agentic capabilities, where made available by TrueWatch, may be made available through the TrueWatch Mobile or other service interfaces, subject to the TrueWatch AI Service Terms. The User remains solely responsible for configuring the Services, determining the data, instructions, permissions and parameters made available to the Services, evaluating outputs, and approving any decisions or actions taken based on the Services.

e. Subject to Applicable Laws, the Privacy Notice and, where applicable, the DPA, TrueWatch may use User Business Data solely as necessary to provide, operate, secure, support, maintain and improve the Services. TrueWatch may use Service Generated Data and Aggregated and De-identified Data for service improvement, analytics, security, operational and internal business purposes, provided such data does not reasonably identify the User or any individual.

f. TrueWatch may, but is not obligated to, review, monitor, modify, or remove submitted materials, using automated or manual means, to comply with Applicable Laws, protect the Services, or prevent misuse.

2. Availability

1. Service Availability

a. TrueWatch may update, modify, enhance, suspend, restrict or discontinue the Services or any feature from time to time for technical, operational, security, legal or business reasons. The Services are not guaranteed to be uninterrupted, continuous, secure or error-free.

b. If TrueWatch permanently discontinues the applicable Services and does not provide a substantially similar replacement, the User’s sole and exclusive remedy shall be a pro-rata refund of any prepaid fees or committed consumption actually received by TrueWatch for the unused portion of the discontinued Services.

2. SLA and Remedies

a. Any service availability commitments are set out exclusively in the applicable Service Level Agreement or SLA corresponding to the Support Plan purchased.

b. If the applicable SLA is not met, the User’s sole and exclusive remedy shall be the service credits specified in the SLA, capped at one hundred percent (100%) of the monthly service fee for the affected instance.

c. The SLA shall not apply to any unavailability or performance issues caused, in whole or in part, by the User systems, configurations, or integrations; third-party services or infrastructure; misuse of the Services or breach of this Agreement; or events beyond TrueWatch’s reasonable control.

d. The service credits set out in the SLA constitute the sole and exclusive remedy for any failure to meet the applicable service levels and shall not give rise to any additional rights, claims, or liabilities.

e. Unless expressly stated otherwise in the applicable SLA, service credits do not apply separately to the TrueWatch Mobile or to the delivery, timing or receipt of alerts, push notifications, collaboration notifications or other messages on the Device. Notifications may be delayed, interrupted or not received due to third-party services, network conditions, or Device or operating-system settings. The User should maintain appropriate monitoring and escalation arrangements and should not rely on TrueWatch Mobile notifications as its only way to receive or respond to alerts.

3. Security and Privacy

a. TrueWatch shall implement and maintain reasonable technical and organizational measures designed to protect the security of the Services, taking into account the nature of the Services and associated risks, as further described in the Privacy Notice and, where applicable, the DPA.

b. As between the parties, the User retains all rights, title and interest in User Business Data. To the extent User Business Data includes Personal Data, TrueWatch will process such Personal Data in accordance with the Privacy Notice and, where applicable, the DPA.

c. TrueWatch processes the User Business Data solely for the purpose of providing the Services, in accordance with this Agreement, applicable TrueWatch Policies, and the User’s instructions as configured within the Services. This may include processing data accessed, displayed, transmitted, logged, or generated through the web platform, mobile application, APIs, notifications, integrations, and related service interfaces.

d. TrueWatch will not:

 i. use the User Business Data for third-party marketing purposes without the User’s prior consent; or

 ii. attempt to re-identify the Aggregated and De-identified Data, except to validate the effectiveness of de-identification measures, where permitted or required by Applicable Laws, or where necessary to protect the Services.

e. The processing of Personal Data is further described in the TrueWatch Privacy Notice (https://www.TrueWatch.com/privacy-policy), and where applicable, the DPA, including for TrueWatch Mobile use, device information, crash logs, diagnostic data, usage data, push notification data, and similar technical data where applicable.

f. The User may access, manage, and delete the User Business Data through the Services.

g. Except as expressly required under the DPA or Applicable Laws, the User shall not conduct on-site audits or inspections of TrueWatch’s systems, infrastructure, or security measures. TrueWatch may provide relevant certifications, audit reports, or security documentation, such as SOC 2 or ISO reports, at its discretion.

h. The User acknowledges that the Services may involve processing of data across multiple jurisdictions. TrueWatch shall implement appropriate safeguards in accordance with applicable data protection laws, as set out in the Privacy Notice and, where applicable, the DPA.

4. Subscription, Billing and Renewal

1. Billing and Payment

a. TrueWatch provides billing through the Billing Center, where usage, charges, and statements are made available to the User.

b. Unless otherwise agreed in the Order Form, the Services operates on a prepaid, usage-based model. The User maintains the Prepaid Balance through recharges, and applicable fees are deducted based on actual usage, on a periodic basis, in accordance with the Pricing Page and the Payment and Billing Center Agreement.

c. Promotional Credits, discounts, or incentives are non-cash and non-transferable, and may be modified, withdrawn, forfeited, or applied in accordance with the applicable promotion terms and the Payment and Billing Center Agreement.

d. The Billing Center and all billing, invoicing, payment, tax, prepaid balance, credit and account-balance arrangements are governed by the Payment and Billing Center Agreement. In case of inconsistency, the Payment and Billing Center Agreement shall prevail for those matters.

e. Usage of the Services is measured by TrueWatch’s systems in accordance with the applicable metrics and methodologies set out in the Pricing Page or related documentation. Such measurements are final and binding for billing purposes, except in the case of manifest error and subject to the Payment and Billing Center Agreement.

2. Subscription and Access

a. The Services is activated upon acceptance of this Agreement. The service term begins upon activation, regardless of when the Services is first used.

b. The User may access and use the Services subject to maintaining sufficient Prepaid Balance or valid payment status. The User is responsible for configuring and using the Services.

3. Marketplace Billing (if applicable)

a. Where the Services is purchased through a third-party cloud marketplace, billing and payment are governed by the applicable marketplace terms. The User remains responsible for complying with such terms. Any billing, tax, refund, dispute, or settlement matters not governed by the marketplace terms shall be governed by the Payment and Billing Center Agreement.

b. Any outstanding charges must be settled within the applicable timeframe. Billing disputes must be raised in accordance with the Payment and Billing Center Agreement or applicable third-party marketplace terms.

4. Payment Obligations

a. Except as expressly provided in this Agreement, all fees paid are non-refundable and non-cancellable.

b. Suspension or termination of the Services does not relieve the User of its obligation to pay any outstanding fees.

5. Taxes and Invoicing

Fees may be subject to applicable Taxes, including GST, VAT, withholding tax, or other transaction taxes. Billing, invoicing, Taxes, withholding, gross-up, payment remittance, refunds, credits, and related payment matters are governed by the Payment and Billing Center Agreement. The User shall provide accurate and complete billing and tax information and remains responsible for applicable Taxes in accordance with the Payment and Billing Center Agreement.

6. Suspension for Non-Payment

a. If the User’s balance is insufficient or payment obligations are not met, TrueWatch may suspend or restrict access to the Services until payment is restored.

b. Where non-payment continues beyond fifteen (15) days, TrueWatch may take further actions, including suspension or termination of the Services, late-payment interest, recovery of collection and enforcement costs, or other measures permitted under this Agreement, the Payment and Billing Center Agreement and the Applicable Laws.

c. Restoration of access does not guarantee the availability or recoverability of any data.

7. Price Adjustment

a. TrueWatch may update the pricing of the Services from time to time at its discretion. TrueWatch may, where commercially possible, provide sixty (60) days’ prior notice of any pricing changes through the TrueWatch Website, email, in-platform notice, or other reasonable means. Any such changes shall apply from the effective date specified by TrueWatch and shall not affect any committed consumption already purchased prior to such effective date.

b. If the User does not agree to the revised pricing, the User must notify TrueWatch and cease using the affected Services before the effective date of the revised pricing. Continued use of the affected Services on or after the effective date shall constitute acceptance of the revised pricing.

8. Term and Renewal

a. The Services is provided on a subscription or usage basis for the service term specified in the applicable Order Form, or, where no fixed term is specified, on a continuous basis subject to this Agreement.

b. Unless otherwise stated in the Order Form, subscriptions shall automatically renew for successive periods equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

c. For prepaid or usage-based Services without a fixed term, the Services continues until terminated in accordance with this Agreement or until the User ceases use and exhausts any remaining balance.

d. Upon non-renewal or termination, all outstanding fees remain payable, and any unused Prepaid Balance, Promotional Credits, or other credits shall be handled in accordance with the Payment and Billing Center Agreement, and access to the Services may be suspended or terminated in accordance with this Agreement.

5. Account, Orders and Access

1. Account and Responsibility

a. The User must maintain a TrueWatch account to access and use the Services and shall ensure that all account information is accurate and kept up to date.

b. Access through TrueWatch Mobile is subject to the same account, access, security, and usage restrictions that apply to the Services. TrueWatch Mobile features may be limited and may not include all features available on the web platform.

c. The User is solely responsible for all activities conducted through its account and for maintaining the confidentiality and security of its login credentials. Any use of the Services through the User’s account is deemed authorized by the User.

2. Orders and Subscription

a. The User may subscribe to the Services through the TrueWatch Website, the Order Form, or other approved ordering methods. Each order specifies the applicable Services, scope, pricing (if any), and service term.

b. Once accepted or activated, an order may not be cancelled, reduced, or modified except as expressly permitted under this Agreement or with TrueWatch’s prior written approval.

c. Each order is governed by this Agreement. In the event of inconsistency, this Agreement prevails unless the order expressly states otherwise, in which case such deviation applies only to that order.

3. Account Integrity and Access

a. The User shall not create multiple accounts to circumvent billing, operational, or compliance controls, or misrepresent its identity or affiliation.

b. TrueWatch may suspend, reject, or consolidate accounts that are duplicative, misleading, or non-compliant with this Agreement.

c. Access to the Services is limited to the User and its authorized users. The User shall not provide access to third parties or resell, sublicense, or otherwise commercially exploit the Services without TrueWatch’s prior written approval.

6. User Responsibilities

1. General Responsibilities

a. The User shall use the Services in accordance with this Agreement, the TrueWatch Policies, and Applicable Laws. The User is responsible for all activities conducted through its account, including those of its authorized users, systems, and integrations.

b. The User shall ensure that its use of the Services does not interfere with the integrity or performance of the Services, compromise security, or violate the Applicable Laws or third-party rights.

c. The Services are not intended to be used to collect or store special category or sensitive personal data unless expressly permitted under Applicable Laws, the Privacy Notice and, where applicable, the DPA. The User is responsible for configuring appropriate masking, filtering, redaction and access controls.

2. Systems and Data Responsibility

a. The User retains full control over, and responsibility for, its systems, infrastructure, configurations, and all User Business Data, including its selection, collection, transmission, masking, and filtering.

b. The User is solely responsible for the accuracy, quality, legality, integrity, source, and content of the User Business Data, and for ensuring that such data is lawfully obtained, may be processed by TrueWatch in accordance with this Agreement, and does not violate Applicable Laws or third-party rights.

c. The User is also solely responsible for all decisions, actions, permissions, approvals and outcomes based on, arising from, or in connection with the Services, including any outputs, recommendations, remediations, automated workflows or agentic capabilities. All such actions operate under the User's exclusive control and are deemed fully authorized.

3. Access Security

The User shall implement appropriate safeguards for access credentials, the Device used to access the Services, active sessions, authentication methods, configurations, and integrations. Any loss, misuse, or unauthorized access resulting from failure to maintain such safeguards shall be borne by the User.

4. Compliance and Record Retention

The User shall comply with all applicable regulatory and operational requirements relating to its systems and data, including obligations to retain logs, records, or audit trails. Where required, the User shall maintain and produce such records to competent authorities upon lawful request.

5. Output Dependency and Limitations

The User acknowledges that outputs depend on factors outside TrueWatch’s control, including the data provided, User instructions, system configurations, filtering and masking settings, and third-party integrations, and that such factors may affect the accuracy, completeness, reliability, or usefulness of the outputs.

6. Acceptable Use and Prohibited Conduct

a. The User shall not use the Services in any manner that:

 i. violates Applicable Laws or third-party rights;

 ii. compromises the security, integrity, or availability of the Services or related systems; or

 iii. supports unlawful, harmful, or abusive activities, including misuse of system resources or transmission of malicious code.

b. The User shall not, directly or indirectly:

 i. permit unauthorized access to the Services;

 ii. attempt to gain unauthorized access to any systems or networks;

 iii. use the Services to develop or support competing products or services;

 iv. copy, modify, or create derivative works, except as permitted;

 v. reverse engineer, decompile, or attempt to extract source code, system prompts, model parameters, training data, or underlying components; or

 vi. circumvent usage limits, billing mechanisms, or applicable restrictions.

c. TrueWatch may suspend or restrict access to the Services where it reasonably determines a violation of this clause.

7. Export Control, Sanctions, and Anti-Corruption

a. The User represents and warrants that:

 i. it is not subject to, and shall not use the Services in violation of, any applicable export control or economic sanctions laws, including those of Singapore, the United Nations, the United States, and the European Union;

 ii. it shall not access or use the Services in or for the benefit of any jurisdiction, entity, or individual subject to such restrictions;

 iii. it has obtained all rights, permissions, authorizations, and consents necessary for the Services to access, process, monitor, interact with, or perform actions within such third-party systems on the User’s behalf; and

 iv. it shall comply with all applicable anti-corruption and anti-bribery laws, including those prohibiting the offering, giving, or receiving of any improper advantage in connection with this Agreement.

b. The User shall not use the Services in any manner that would cause TrueWatch to be in violation of any such laws. TrueWatch may suspend or terminate the Services immediately where required to comply with applicable laws or where it reasonably determines a breach of this clause.

8. Risk Allocation

The Services provides observability, analytics, and related capabilities, and may include AI-enabled features (including agentic capabilities). The User is responsible for its use of, and reliance on, the Services, including decisions, actions, configurations, and outcomes based on the Services.

9. The TrueWatch Policies and the Operational Guidelines

The User shall comply with the TrueWatch Policies and the Operational Guidelines, as updated from time to time. The User is responsible for any consequences arising from non-compliance.

7. TrueWatch Role

1. Provision of the Services

TrueWatch shall provide the Services in accordance with this Agreement, the applicable Order Form, the Operational Guidelines, and the TrueWatch Policies.

2. Service Scope

a. TrueWatch provides observability, monitoring, and analytics capabilities based on data transmitted by or on behalf of the User.

b. TrueWatch does not operate, control, or manage the User’s systems, infrastructure, or environment, and does not determine or influence the purposes or means of the User’s processing of User Business Data. TrueWatch does not verify the accuracy, completeness, legality, or suitability of such data.

c. The Services may include AI-enabled features (including agentic capabilities), where made available by TrueWatch; however, TrueWatch does not operate, control, or manage the User's systems or environment, and the User remains solely responsible for its systems, configurations, permissions, integrations, and all actions taken in or through them.

3. No Monitoring Obligation

a. TrueWatch is not obligated to monitor, review, or validate User Business Data or the User’s use of the Services, including any reliance on outputs or execution of approved actions, and shall not be deemed to have knowledge of such data or use.

b. Nothing in this Agreement creates any duty for TrueWatch to supervise, control, or ensure the User’s compliance with Applicable Laws or third-party obligations.

4. Right to Suspend or Restrict

TrueWatch may suspend or restrict access to the Services where reasonably necessary to address security or technical issues, prevent misuse, comply with the Applicable Laws, or enforce this Agreement, including for non-payment or breach of the TrueWatch Policies or Operational Guidelines.

5. Service Data

TrueWatch may generate, use, and analyze the Service Generated Data and the Aggregated and De-identified Data to operate, maintain, secure, and improve the Services, and for internal business purposes, provided such data does not reasonably identify the User or any individual.

6. Third-Party Services

The Services may interoperate with or depend on third-party services, infrastructure, software development kits, app stores, notification providers, hosting providers, connectivity providers, and other service providers. TrueWatch is not responsible for the performance, availability, or security of such third-party services, except to the extent required by Applicable Laws or expressly stated in the DPA.

7. Compliance with the Applicable Laws

TrueWatch will comply with Applicable Laws in providing the Services.

8. No Expanded Responsibility

Nothing in this Agreement assigns to TrueWatch any responsibility for the User’s systems, data, operations, approvals, actions, configurations, or decisions beyond what is expressly stated.

8. Billing, Payment and Enforcement

1. Suspension and Delinquency

a. If the User’s account balance (including any applicable Credit Limit) is insufficient or exhausted, TrueWatch may suspend or restrict access to the Services until sufficient funds are restored or payment is made.

b. If the account remains suspended or any payable amount remains unpaid for more than fifteen (15) days, the account may be classified as delinquent. In such case, TrueWatch may, at its discretion:

 i. suspend or terminate access to the Services;

 ii. issue a termination notice and terminate the Services;

 iii. apply late-payment interest on any overdue amount at the rate of 1.5% per month, calculated daily and compounded monthly, or the maximum lawful rate, whichever is lower, from the payment due date until paid in full, in accordance with the Payment and Billing Center Agreement;

 iv. recover reasonable collection and enforcement costs in accordance with the Payment and Billing Center Agreement;

 v. restrict access to, delete, or otherwise manage the User Business Data in accordance with this Agreement, system retention policies, the TrueWatch Policies, and/or the Applicable Laws; and

 vi. take further actions as permitted under the Applicable Laws.

c. Restoration of access following recharge does not guarantee the availability, integrity, or recoverability of any data previously stored in the Services.

2. Marketplace and Postpaid Settlement

a. Where applicable, charges incurred prior to cancellation will be communicated to the User via the registered email, in-platform notification, TrueWatch Mobile notification, or other reasonable electronic notice, together with a breakdown of such charges.

b. The User may raise billing queries in accordance with the Payment and Billing Center Agreement or applicable third-party marketplace terms. Any unpaid charges shall be settled within the applicable timeframe, unless otherwise governed by applicable third-party marketplace terms.

c. TrueWatch reserves the right to apply late payment charges, initiate collection actions, or pursue remedies under this Agreement, the TrueWatch Policies, and/or the Applicable Laws, subject to any applicable marketplace terms.

3. Payment Obligations

Except as expressly provided in this Agreement, all fees are non-refundable and non-cancellable. Suspension or termination of the Services does not relieve the User of its obligation to pay any outstanding fees.

9. Disclaimer and Warranties

a. The Services is provided on an “AS IS”, “AS AVAILABLE”, and “WITH ALL FAULTS” basis.

To the fullest extent permitted by the Applicable Laws, TrueWatch disclaims all representations and warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or arising from course of dealing, usage, or trade practice.

b. Without limiting the foregoing, TrueWatch does not warrant that the Services will be uninterrupted, error-free, secure, or free from bias, defects, nor that any defects will be corrected within any specific timeframe.

c. The Services may include AI-enabled features, including agentic capabilities), where made available by TrueWatch. TrueWatch does not warrant that any AI-enabled feature, output, recommendation, report, remediation, workflow, decision, or action generated, suggested, or facilitated by the Services will be accurate, complete, reliable, secure, uninterrupted, error-free, suitable for the User’s purposes, or free from bias, hallucinations, defects, vulnerabilities, false positives, false negatives, or other limitations. The User remains solely responsible for validating all outputs and for all decisions, approvals, actions, omissions, configurations, permissions, and outcomes arising from or relating to the User’s use of the Services, including any AI-enabled or agentic features.

d. The User acknowledges that:

 i. the Services is complex technology tools and may contain biases, hallucinations, limitations, delays, errors, or inaccuracies; and

 ii. such limitations or defects do not, in themselves, constitute a breach of this Agreement.

e. TrueWatch does not warrant or guarantee that the Services will detect, prevent, or identify all incidents, anomalies, errors, security issues, or compliance matters. TrueWatch does not guarantee any specific operational, business, financial, regulatory, or technical outcome resulting from the use of the Services.

f. TrueWatch does not warrant the compatibility, reliability, or performance of the Services with the User’s systems, infrastructure, or environment. The User is responsible for ensuring compatibility with its own systems.

g. TrueWatch does not warrant that any access, interaction, monitoring, or actions performed within any third-party system, platform, application, website, or service through the Services will be permitted by, compatible with, or compliant with such third party’s terms, policies, technical controls, or access restrictions.

h. No communication, information, recommendation, analysis, report, output, remediation, workflow, decision, or action provided or generated by TrueWatch or the Services, including through any AI-enabled or agentic features, constitutes legal, regulatory, compliance, financial, security, engineering, or other professional advice. Alerts, notifications, dashboards, reports, recommendations and other outputs provided through the Services are supplemental tools and should not be relied upon as the User's sole means of monitoring its systems, incidents or security environment. The User is solely responsible for obtaining independent professional advice where appropriate. Nothing provided by TrueWatch or the Services creates any duty for TrueWatch to supervise, control, manage, approve, or verify the User’s systems, operations, security, compliance, incident response, decisions, or actions.

10. Liability and SLA Remedies

1. Service Availability and SLA Remedies

a. Service availability, if applicable, shall be governed exclusively by the SLA corresponding to the Support Plan purchased.

b. Only where service availability falls below the thresholds defined in the SLA shall the applicable service level be deemed not met.

c. In such event, the User’s sole and exclusive remedy shall be the service credits specified in the SLA, capped at one hundred percent (100%) of the monthly service fee for the affected instance.

2. Exclusion of Certain Damages

a. To the fullest extent permitted by the Applicable Laws, TrueWatch and its Affiliates shall not be liable under any legal or equitable theory, including contract, tort (including negligence), strict liability, or otherwise, for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, business opportunities, anticipated savings, loss, corruption, or inaccessibility of data, or business interruption or system failure, even if advised of the possibility of such damages.

b. The foregoing exclusions and limitations apply to all claims arising from or relating to the Services, including any AI-enabled features, agentic capabilities, outputs, recommendations, reports, remediations, workflows, decisions, actions, omissions, inaccuracies, delays, false positives, false negatives, hallucinations, or other limitations of the Services.

3. Limitation of Liability

c. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by Applicable Laws, TrueWatch’s total aggregate liability arising out of or relating to this Agreement or the Services, regardless of the legal theory, shall not exceed the net fees actually received by TrueWatch from the User for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

d. The foregoing limitation is cumulative and not per incident.

4. Indemnification

The User shall indemnify, defend, and hold harmless TrueWatch and its Affiliates from and against any and all third-party claims, demands, actions, investigations, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

a. the User’s breach of this Agreement, the TrueWatch Policies, or the Applicable Laws;

b. the User’s use of the Services, including the User’s authorization, instruction, or use of any AI-enabled or agentic features, configurations, permissions, integrations, connected systems, any User Business Data transmitted, processed, or made available through the Services, and any access to or use of third-party systems through the Services, including any allegation that such use violates Applicable Laws, contractual restrictions, terms of service, usage policies, or access controls imposed by any third party; or

c. any claim that the User Business Data or the User’s use of the Services infringes or violates any third-party rights.

5. User Breach and Enforcement Rights

a. If the User breaches this Agreement, the TrueWatch Policies, or Applicable Laws, or where TrueWatch reasonably determines that the User’s use of the Services is unlawful or in violation of this Agreement, TrueWatch may take one or more of the following measures:

 i. restrict or suspend access to the Services;

 ii. terminate the Services and/or this Agreement;

 iii. take legal action; and/or

 iv. take any other reasonable measures necessary to protect TrueWatch, its systems, or other users.

b. The User shall be responsible for any losses incurred by TrueWatch arising from such breach or misuse.

11. Suspension, Termination and Enforcement

1. Suspension and Termination by TrueWatch

a. TrueWatch may suspend or terminate the Services, in whole or in part, immediately upon written notice (including electronic notice), if:

 i. the User commits a material or serious breach of this Agreement, including violations of the Applicable Laws, and/or the TrueWatch Policies; or

 ii. the User breaches any billing, payment, or credit obligations under this Agreement, the Payment and Billing Center Agreement, or applicable billing policies.

b. TrueWatch may terminate the Services, at its discretion, upon reasonable prior notice for business, operational, or risk management reasons, including where such termination relates to product changes, service discontinuation, commercial considerations, or internal policy decisions.

2. Operational, Security, and Legal Suspension

a. TrueWatch may suspend or terminate the Services, in whole or in part, with or without prior notice where reasonably necessary to:

 i. protect the security, integrity, or availability of the Services;

 ii. prevent harm to TrueWatch, its systems, or other users; or

 iii. comply with the Applicable Laws or regulatory obligations.

b. TrueWatch may restore the Services once the relevant issue is resolved, but does not guarantee continuity or availability.

3. Termination by User

The User may terminate the Services in accordance with this Agreement and applicable billing terms, including as set out in the Payment and Billing Center Agreement. Termination does not cancel any committed consumption, non-cancellable subscription, usage charges, or payment obligations already incurred.

4. Effects of Suspension or Termination

a. Upon suspension or termination:

 i. the User’s right to access and use the Services shall promptly cease; and

 ii. TrueWatch may restrict access to, delete, or otherwise manage the User Business Data in accordance with this Agreement, system retention policies, and the Applicable Laws.

b. The User is solely responsible for exporting or backing up its data prior to suspension or termination.

c. TrueWatch does not guarantee the availability, integrity, or recoverability of any data following suspension or termination.

5. Changes to the Services

a. TrueWatch may modify, update, or discontinue any part of the Services, including features, specifications, pricing, or billing models, for technical, operational, legal, or business reasons.

b. Where practicable, TrueWatch will provide advance notice of material changes, unless immediate action is required. Such changes do not constitute a breach of this Agreement.

6. Enforcement Rights

a. Where the User breaches this Agreement, the TrueWatch Policies, or Applicable Laws, or where TrueWatch reasonably determines misuse, TrueWatch may take any necessary action to protect its systems or users, including suspension, termination, restriction of access, or legal action.

b. The User is responsible for any losses incurred by TrueWatch arising from such breach or misuse.

12. Data Retention and Deletion

a. The User retains full responsibility for the legality, accuracy, integrity, and use of the User Business Data, including the lawful basis for its collection and processing.

b. TrueWatch does not control, monitor, or determine the content of the User Business Data and does not verify its accuracy, completeness, or compliance with the Applicable Laws.

c. TrueWatch retains all rights in the Services and the Service Generated Data, and may generate and use such data, including the Aggregated and De-identified Data, to operate, maintain, secure, and improve the Services, and for internal analytics and business purposes, provided that such data does not reasonably identify the User or any individual.

d. The User may access, manage, export, and delete User Business Data through the Services, subject to available functionality and payment of all outstanding amounts. Upon expiry or termination of the Services, TrueWatch will make User Business Data stored through the Services available for retrieval for up to thirty (30) days, subject to full payment of all outstanding amounts and unless otherwise required by Applicable Laws, the DPA, the Privacy Notice, or the TrueWatch Policies. After that period, TrueWatch may delete or make unavailable any remaining User Business Data without further notice.

e. The retrieval period applies only to User Business Data held by TrueWatch within the Services. The User remains responsible for any copies stored outside TrueWatch’s possession or control, including on user devices or in the User’s own systems.

f. Where termination results from the User’s breach, non-payment, delinquency, or misuse, TrueWatch may delete or make unavailable User Business Data earlier, but may, where technically and commercially practicable, allow retrieval for up to seven (7) days. The User is responsible for exporting or backing up User Business Data before expiry, termination, suspension, or deletion.

g. Notwithstanding the foregoing, TrueWatch may retain or delete data:

 i. as required by the Applicable Laws;

 ii. for legitimate business purposes including enforcement of this Agreement; or

 iii. in connection with suspension, delinquency, or termination of the account.

h. The User acknowledges that data deletion, modification, or service suspension may result in permanent loss or inaccessibility of data, and TrueWatch shall not be responsible for such loss except to the extent required by the Applicable Laws.

13. Intellectual Property Rights

1. Ownership

a. Each Party retains all rights in its intellectual property. TrueWatch retains all rights in and to the Services, including all underlying technology, software, designs, methodologies, and any modifications, enhancements, or derivative works.

b. Except as expressly stated in this Agreement, no rights are granted to the User.

2. Restrictions

The User shall not, and shall not permit any third party to:

a. copy, modify, or create derivative works of the Services;

b. reverse engineer, decompile, or attempt to extract source code;

c. access or use the Services to develop or support a competing product.

3. User Data and Responsibility

a. The User represents that it has all necessary rights to use and submit User Business Data and that such use does not infringe third-party rights.

b. The User is solely responsible for any claims arising from User Business Data or its use of the Services.

4. IP Claims and Indemnity

a. The User shall defend, indemnify, and hold harmless TrueWatch and its Affiliates from any third-party claims arising from the User Business Data, or the User’s use of the Services in breach of this Agreement.

b. TrueWatch has no obligation to defend such claims but may provide assistance at its discretion, at the User’s cost.

c. TrueWatch shall defend the User against any third-party claim alleging that the Services, as provided by TrueWatch and used in accordance with this Agreement, directly infringe such third party’s intellectual property rights, and shall indemnify the User for any damages finally awarded by a court of competent jurisdiction or agreed in settlement by TrueWatch, provided that:

 i. the User promptly notifies TrueWatch of the claim;

 ii. TrueWatch has sole control of the defence and settlement;

 iii. the User shall not admit liability, settle, or compromise any such claim without TrueWatch’s prior written consent; and

 iv. the User provides reasonable cooperation.

TrueWatch shall not be liable for any settlement, admission, or compromise made by the User without such consent.

d. This clause shall not apply to claims arising from:

 i. the User Business Data;

 ii. modifications not made by TrueWatch;

 iii. use of the Services in combination with third-party products or services not provided by TrueWatch; or

 iv. use of the Services in breach of this Agreement.

e. If any third-party claim alleges that the Services infringes intellectual property rights, TrueWatch may, at its option:

 i. modify or replace the affected portion of the Services; or

 ii. terminate the affected Services.

f. This clause sets out the User’s sole and exclusive remedy, and TrueWatch’s entire liability, for any intellectual property infringement claims.

5. Disclaimers

TrueWatch makes no representation or warranty that the Services is error-free or will not infringe third-party intellectual property rights.

6. Survival

This Clause shall survive termination, expiry, or annulment of the Agreement.

14. Confidentiality

1. Definition

“Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement, whether in oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Obligations

The Receiving Party shall:

a. use Confidential Information only for purposes of this Agreement; and

b. protect the Confidential Information using at least reasonable care, and no less than the care it uses to protect its own confidential information of a similar nature.

3. Permitted Disclosure

The Receiving Party may disclose the Confidential Information only to its Affiliates, employees, personnel, and advisers on a need-to-know basis, provided they are bound by equivalent confidentiality obligations. The Receiving Party remains responsible for their compliance.

4. Exclusions

The Confidential Information does not include information that the Receiving Party can demonstrate:

a. is or becomes publicly available without breach of this Agreement;

b. was lawfully known to the Receiving Party prior to disclosure;

c. is lawfully obtained from a third party without restriction; or

d. is independently developed without use of or reference to the Confidential Information.

5. Compelled Disclosure

The Receiving Party may disclose the Confidential Information to the extent required by the Applicable Laws or a valid order of a court or regulatory authority, provided that (to the extent legally permitted) it gives prior notice to the Disclosing Party and limits the disclosure to what is strictly required.

6. Return or Deletion

Upon termination of this Agreement or upon written request, the Receiving Party shall return or delete the Disclosing Party’s Confidential Information, unless retention is required by the Applicable Laws or for legitimate compliance, audit, or enforcement purposes.

7. Security and Breach Notification

Each Party shall take reasonable measures to protect Confidential Information from unauthorized access, use, or disclosure. In the event of any unauthorized access or disclosure, the Receiving Party shall promptly notify the Disclosing Party and cooperate in good faith to mitigate the impact.

8. Survival

The obligations under this Clause shall survive for a period of two (2) years from the date of disclosure of the relevant Confidential Information. Notwithstanding the foregoing, with respect to any Confidential Information that constitutes a trade secret under the Applicable Laws, such obligations shall survive for so long as such information retains its trade secret status.

15. Notices

a. The User shall provide and maintain accurate and up-to-date contact information, including email, contact number, mailing address, and account-based communication channels (including in-platform notifications), all of which constitute valid contact methods under this Agreement.

b. TrueWatch may send notices through one or more of your registered contact methods. Such notices may affect the User’s rights and obligations, and the User is responsible for reviewing them promptly.

c. Notices shall be deemed delivered as follows:

 i. Electronically, upon successful transmission (including email, SMS, system, or in-platform notifications); and

 ii. By post, on the fifth (5th) calendar day after dispatch, unless returned as undeliverable.

d. The User bears all risks arising from inaccurate, incomplete, or outdated contact information, including any failure or delay in receiving notices.

e. Failure to review notices does not relieve the User of its obligations under this Agreement.

16. Force Majeure Event

a. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by the Force Majeure Event or other unforeseen events that make performance impossible, unnecessary, or commercially impracticable. Such delay or failure shall not constitute a breach of this Agreement.

b. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

c. For the avoidance of doubt, a Force Majeure Event shall not relieve the User of its obligation to pay any fees that are due and payable under this Agreement.

d. The affected party shall notify the other party in writing as soon as reasonably practicable, and in any event no later than fifteen (15) days after becoming aware of the Force Majeure Event, providing reasonable details of the event and its expected impact

17. Governing Law and Dispute Resolution

a. This Agreement shall be governed by and construed in accordance with the laws of Singapore.

b. If any dispute, controversy, or claim arising out of or in connection with this Agreement (“Dispute”), arises, the parties shall first attempt to resolve the Dispute through good faith negotiations. Either party may give written notice of the Dispute to the other party.

c. If the Dispute is not resolved within sixty (60) calendar days from the date of such notice, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules for the time being in force, which rules are deemed incorporated by reference in this Clause. The tribunal shall consist of one (1) arbitrator. The seat of arbitration shall be Singapore, and the arbitration shall be conducted in English. The arbitral award shall be final and binding on the parties.

d. Notwithstanding the foregoing, and without prejudice to the arbitration agreement above, TrueWatch may seek:

 i. interim, injunctive, or conservatory relief; or

 ii. enforcement of payment or undisputed debt obligations, including after any internal set-off or account adjustment,

in any court of competent jurisdiction, to the extent necessary to protect its rights.

18. Publicity

a. Unless otherwise agreed in writing, TrueWatch may identify the User as a customer of the Services and use the User’s name and logo for reasonable marketing and promotional purposes, including on its website and in customer lists.

b. The User may request in writing that such use be discontinued, and TrueWatch shall comply within a reasonable period.

19. Miscellaneous

a. Section headings are for convenience only and do not affect interpretation.

b. This Agreement, together with any referenced policies and documents, constitutes the entire agreement between the parties for online access to the Services, unless the User has entered into a separately signed agreement with TrueWatch governing the same Services. Any additional or conflicting terms proposed by the User shall not apply unless expressly agreed in writing by TrueWatch.

c. In the event of any inconsistency, this Agreement shall prevail, except that applicable specific terms shall prevail for their respective subject matter, including the Payment and Billing Center Agreement for billing, invoicing, payment, tax, prepaid balance, credit and Billing Center account management matters, the TrueWatch AI Service Terms for AI features, the DPA and Privacy Notice for Personal Data matters, and the applicable SLA for service levels.

d. TrueWatch may update this Agreement upon prior notice. Continued use of the Services after the effective date of the update constitutes acceptance.

e. TrueWatch may assign or transfer this Agreement, in whole or in part, upon notice to the User, to an Affiliate, or any successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets.

f. The User shall not assign, transfer, novate, or otherwise dispose of this Agreement, in whole or in part, without TrueWatch’s prior written consent.

g. Any waiver must be in writing and shall not constitute a waiver of any subsequent breach.

h. If any provision is held invalid or unenforceable, it shall be modified or severed to the minimum extent necessary, without affecting the remaining provisions.

i. Provisions which by their nature are intended to survive shall remain in effect, including those relating to payment, liability, indemnity, confidentiality, and dispute resolution.

j. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.

k. Except as otherwise provided in this Agreement, any amendment must be in writing and agreed by both parties.

20. Definition

a. “Account Data” means the User information relating to the User or its authorized users provided to TrueWatch for the creation, administration, or management of TrueWatch account, including names, billing contact details, username and email address. The User is responsible for ensuring that such information is accurate and up to date, and shall not include special category or sensitive personal data unless expressly permitted under the Applicable Laws and this Agreement. Account Data will be processed in accordance with TrueWatch’s Privacy Notice, available at https://www.TrueWatch.com/privacy-policy;

b. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting rights or the ability to direct management or policies;

1. “Aggregated and De-identified Data” means the Service Generated Data that has been aggregated and/or de-identified such that it does not reasonably identify the User or any individual;

2. “Agreement” means this Master Subscription Agreement, together with any Order Form referencing it, and any documents expressly incorporated by reference;

3. “Applicable Data Protection Laws” means data protection or privacy laws and regulations directly applicable to the parties’ processing of personal data, including Singapore’s Personal Data Protection Act and other relevant data protection laws in applicable jurisdictions;

4. “Applicable Laws” means all applicable laws and regulations of any competent governmental or regulatory authority, whether in Singapore or elsewhere, whether having the force of law or not (including any intergovernmental agreement between the governments or regulatory authorities of two or more jurisdictions or otherwise);

5. “Billing Center” means the billing and settlement platform provided by TrueWatch, accessible via https://docs.truewatch.com/billing-center/ and https://bill.truewatch.com/, which enables User to manage billing accounts, payments, and usage charges;

6. “Billing Plans and Invoices” means the pricing structure, billing methods, and invoicing details for the Services, including usage-based charges and billing records, as made available through the Billing Center;

7. “Data Processing Agreement” or “DPA” means the data processing agreement, data processing addendum, or other data processing terms applicable to the Services, as referenced by the TrueWatch Policies, available at https://docs.truewatch.com/truewatch-agreements/data-access/ and as may be updated from time to time;

8. "Device" means any mobile phone, tablet, personal computer, or other hardware used to access or use the Services, including where the TrueWatch Mobile is installed or used;

9. “Force Majeure” means any event or circumstance that is beyond the reasonable control of the Parties and could not reasonably have been foreseen at the time of conclusion of this Agreement, including acts of God, war, whether declared or not, extensive military mobilisation, riot, act of terrorism, sabotage or piracy, currency or trade restriction, embargo, sanction, act of authority, whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, nationalisation, plague, epidemic, pandemic, prolonged breakdown of transport, telecommunications, information systems or energy supply, failures caused by non-TrueWatch applications, denial-of-service or similar malicious activities, boycott, strike, lock-out, or changes to provisions or policies of third parties related to the Services;

10. “Operational Guidelines” means any service instructions, technical specifications, usage procedures, operational documentation, policies, or other materials relating to the Services, as made available by TrueWatch on the TrueWatch Website, TrueWatch Mobile, or otherwise provided to the User from time to time, as may be updated;

11. “Payment and Billing Center Agreement” means the billing, invoicing, payment, tax, prepaid balance, credit arrangement and Billing Center account management terms applicable to the Services, as referenced by the TrueWatch Policies, available at https://docs.truewatch.com/truewatch-agreements/center-service/, and as may be updated from time to time;

12. “Personal Data” means the definition set forth in the Applicable Data Protection Law;

13. “Pricing Page” means the web page(s) made available by TrueWatch that set out the pricing and related information for the Services, as updated from time to time, including https://www.truewatch.com/pricing;

14. “Process” and “Processing” means any operation or set of operations performed on Personal Data, including collection, recording, storage, use, disclosure, transmission, transfer, retrieval, consultation, making available, alteration, combination, or deletion;

15. “Order Form” means any order, request, transaction, or order form submitted by the User for the Services, whether on a subscription basis or pay-as-you-go basis, through the TrueWatch Website, or any other ordering process authorized by TrueWatch;

16. “Services” means the SaaS-based observability, monitoring, analytics, and related technology platform provided by TrueWatch, made available as hosted services through the TrueWatch Website, TrueWatch Mobile, APIs, or other interfaces or access methods made available or authorized by TrueWatch from time to time, including any features, functionalities, integrations, APIs, documentation, AI-enabled features (including agentic capabilities, where made available by TrueWatch), notifications, updates, and enhancements, designed to support the monitoring and analysis of cloud infrastructure, cloud-native environments, systems, applications, and business operations;

17. “Service Generated Data” means data generated by or derived from the operation of the Services, including telemetry, usage data, service logs, mobile application diagnostic data, crash data, device information, notification-related data, and technical metadata;

18. “TrueWatch Mobile” means any mobile application made available by or on behalf of TrueWatch for accessing or using the Services, including any iOS or Android application.

19. “TrueWatch Policies” means any terms, conditions, policies, notices, service descriptions, operational guidelines, service-specific terms, and other documents or terms relating to the Services, whether made available on the TrueWatch Website or otherwise provided by TrueWatch, as may be updated from time to time. The TrueWatch Policies shall apply as updated and made available;

20. “TrueWatch Website” means https://www.truewatch.com;

21. “User Business Data” means any data submitted, transmitted, or made available by or on behalf of the User through the Services.