Effective Date: January 17, 2026

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between Protocol Asia Pte Ltd, trading as Protocol Singapore ("Protocol," "we," "us," or "our"), and you ("Client," "User," or "you") concerning your access to and use of the Protocol SaaS platform, website, and related services (collectively, the "Services").

By accessing, registering for, or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you must not use the Services.

2. Services and License

Provision of Services: Protocol provides a cloud-based marketing automation and CRM platform. We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your internal business purposes during your subscription term, subject to these Terms and your selected subscription plan.

Modifications: We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We shall not be liable to you or any third party for any such modification, suspension, or discontinuance.

3. User Account and Responsibilities

Account Security: You are responsible for maintaining the confidentiality of your login credentials. You are fully responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

Compliance with Laws: You agree to use the Services only for lawful purposes and in compliance with all applicable Singapore laws and regulations, including but not limited to the Personal Data Protection Act 2012 (PDPA) and the Spam Control Act.

Prohibited Use: You shall not use the Services to send unsolicited commercial electronic messages (spam), store or transmit infringing, libelous, or otherwise unlawful material, or store or transmit material in violation of third-party privacy rights. You shall not interfere with or disrupt the integrity or performance of the Services.

4. Fees and Payment

Subscription Fees: You agree to pay all fees specified in your selected subscription plan. Fees are stated in Singapore Dollars (SGD) unless otherwise noted and are exclusive of any applicable taxes.

Payment Terms: Fees are billed in advance on a monthly or annual basis, depending on your plan. You authorize us to charge your provided payment method for all applicable fees. Subscription fees are non-refundable except as required by law.

Third-Party Charges: You acknowledge that your use of certain features, such as SMS, WhatsApp messaging, or paid advertising integration, may incur separate charges from third-party providers (e.g., Meta, Twilio, Google). You are solely responsible for all such third-party charges.

5. Client Data and Intellectual Property

Client Data: You retain all rights, title, and interest in and to the data, information, and material you input into the Services ("Client Data"). You grant Protocol a worldwide, limited license to access, host, copy, transmit, and display Client Data solely as necessary for us to provide the Services in accordance with these Terms.

Data Compliance: You represent and warrant that you have obtained all necessary rights, consents, and permissions to collect, use, and provide the Client Data to us for the purposes contemplated by these Terms. You are solely responsible for the accuracy, quality, integrity, and legality of your Client Data.

Protocol IP: All rights, title, and interest in and to the Services, including our website, software, platform architecture, documentation, and any related intellectual property, belong exclusively to Protocol and its licensors. No rights are granted to you other than as expressly set forth herein.

6. Confidentiality

Each party agrees to protect the confidentiality of the other party’s proprietary and confidential information with the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.

7. Disclaimers and Limitation of Liability

Disclaimer of Warranties: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROTOCOL, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES¹, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Indemnification

You agree to indemnify, defend, and hold harmless Protocol SG, its officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to: (a) your violation of these Terms; (b) your use of the Services; (c) your Client Data; or (d) your violation of any third-party rights, including intellectual property or privacy rights.

9. Term and Termination

Term: These Terms shall remain in effect until terminated by either party.

Termination for Convenience: You may terminate your subscription at the end of your current billing cycle by providing notice through the platform or contacting support.

Termination for Cause: We may terminate or suspend your access to the Services immediately, without prior notice or liability, if you breach any provision of these Terms.

Effect of Termination: Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) for the time being in force. The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.

11. General Provisions

Entire Agreement: These Terms constitute the entire agreement between you and us regarding the use of the Services and supersede all prior or contemporaneous written or oral understandings and agreements.

Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.²

Changes to Terms: We reserve the right t³o revise these Terms at any time by posting an updated version on our website. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.