CONDITIONS GOVERNING USE OF DATA ALLIANCE PLATFORM

1 Definitions

1.1 In these Conditions the following terms shall (unless the context otherwise requires) have the meanings set out opposite them below respectively:

Buyer

an Other User to whom the Customer sells data;

Sentient Data Alliance Platform

has the meaning ascribed in Condition 2.1;

Fees

has the meaning ascribed in Condition 3.1;

Membership Fee

has the meaning ascribed in Condition 3.1(a);

Non-Refundable Balance

has the meaning ascribed in Condition 4.1(a);

Other User

means any user of the Data Alliance Platform other than the Customer;

Sale Balance

has the meaning ascribed in Condition 4.1(b);

Seller

an Other User from whom the Customer purchases data;

Smart Contract

a contract entered into between the Customer and an Other User using the facility described in Condition 2.1(b);

Total Balance

the moneys in the Non-Refundable Balance and the Sale Balance;

User

the Customer or an Other User;

User Account

has the meaning ascribed in Condition 4.1.

1.2 References to a “Condition” shall be refence to condition in these Conditions.

2 Data Alliance Platform

2.1 Sentient.io operates a marketplace platform (“Data Alliance Platform”) which:

(a) allows the Customer and any Other User to list, sell and purchase data; and

(b) provides a blockchain based facility for the Customer and an Other User to enter into secure contracts for transactions.

2.2 Sentient.io grants to the Customer access to the Data Alliance Platform to enable the Customer to offer, sell and buy data securely.

3 Fees

3.1 The Customer agrees to pay Sentient.io the following fee (“ Fees”):

(a) a membership fee of $25,000 Singapore Dollars per year (“ Membership Fee”); and

(b) a commission on each transaction in which the Customer sells data, amount to 15% of the value of the transaction, subject to a minimum of $500 Singapore Dollars per transaction.

3.2 Sentient.io may change the Fees from time to time by notifying the Customer in the manner set out in Condition 10.

3.3 Where Sentient.io terminates this Agreement pursuant to Condition 9.2, Sentient.io will refund the Customer a portion of the Membership Fee according to the remaining number of months paid for. Where the Customer terminates this Agreement pursuant to Condition 9.2, there will be no refund of the Membership Fee.

4 User Account

4.1 Sentient.io shall maintain an account (“User Account”) with the Customer, which will be separated into two balances:

(a) amounts deposited by the Customer and such bonus amounts as Sentient.io may from time to time award to the Customer (“ Non-Refundable Balance”); and

(b) amounts received by the Customer from a Buyer (“ Sale Balance”).

4.2 An amount deposited into the Non-Refundable Balance will expire 12 months from the date of deposit.

4.3 All amounts payable by the Customer to Sentient.io or a Seller will first be deducted from the Non-Refundable Balance and thereafter the Sale Balance. Amounts deducted from the Non-Refundable Balance will be made from the earliest of the Non-Refundable Balance to expire.

4.4 The Bonus Credit shall be deducted only for the payment of the Membership Fee and/or API usage. Amounts deducted from the Non-Refundable Balance for the payment of the Membership Fee and/or API usage will be made first from the Bonus Credit, then the earliest of the remaining Non-Refundable Balance to expire.

4.5 The Non-Refundable Balance shall on no account be refunded by Sentient.io to the Customer. Any amounts in the Non-Refundable Balance which has expired shall be forfeited by Sentient.io. Save as provided in Condition 4.6, the Non-Refundable Balance shall be forfeited in the event of termination howsoever arising.

4.6 Notwithstanding Condition 4.5, where Sentient.io terminates this Agreement pursuant to Condition 9.2, the Non-Refundable Balance may be refunded to the Customer.

4.7 The Customer shall maintain a Total Balance which is sufficient for the payment of the Membership Fee and the amount payable to a Seller.' Where the amount in the Total Balance is insufficient for the payment of the Membership Fee, said User Account shall be suspended. During suspension, the Customer will not be able to utilise the Data Alliance Platform to list, view, buy, or sell data.

5 Provisions Governing all Transactions undertaken by the Customer

The following provisions apply to all listings and transactions between the Customer and an Other User conducted through the Data Alliance Platform:

(a) The role played by Sentient.io is limited to broker relationship between the Customer and the Other User. Sentient.io makes no representations whatsoever with respect to the Other User including, without limitation, that the Other User will fulfil his obligations under the Smart Contract.

(b) The permissibility and consequences of cancellation at various stages of the Smart Contract are set out below:

Stage of Process

Cancellation

Where Smart Contract has been initiated but has not been accepted by the Customer or Seller (as the case may be)

Cancellation allowed with no penalty.

Smart Contract accepted by the Customer or Seller (as the case may be), and data has not been transferred to the Customer or Buyer (as the case may be)

Cancellation allowed. The User that elects to cancel the Smart Contract shall pay 10% of the transaction value to the other User as a penalty and also pay the minimum amount specified in Condition 3.1(b) to Sentient.io.

Where data has been sent to the Customer or Buyer (as the case may be)

No cancellation possible.

(c) Upon conclusion of a Smart Contract, the only party with whom the Customer enters into a legally binding contract is the Buyer or Seller, as the case may be. Sentient.io is, and will at no time, be a party to a Smart Contract and shall at no time be liable to the Customer for any breach by the Other User of the Smart Contract. In its role as broker, Sentient.io shall be privy to the details of the Smart Contract, including but not limited to any discount and the nature of the data being sold.

(d) Sentient.io has no control and makes no warranty:

(i) as to the existence, quality, safety or legality of the data sold;

(ii) as to the truth or accuracy of Other Users' content or listings; or

(iii) that the Customer will succeed in selling or buying data on the Data Alliance Platform.

(e) Nothing in the Smart Contract shall be capable of effecting any change in Sentient.io’s rights against, and obligations to, the Customer.

(f) A listing may not be immediately searchable by keyword or category and exact listing durations are not guaranteed. The appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

(i) the location, search query, browsing site, and history of the User conducting the search;

(ii) data location, listing format, price, terms of service, end time, history, and relevance to the User’s query;

(iii) the history, including listing practices, ratings, policy compliance, feedback, and defect rate of the User making a listing; and

(iv) number of listings matching a User’s query;

Accordingly, a listing may not appear in some search and browse results regardless of the sort order chosen.

6 Listing and Selling

The following provisions apply to any listing for the sale, and the sale to an Other User, by the Customer of data on the Data Alliance Platform:

(a) The Customer is responsible for the accuracy, content and legality of the listing and data offered, in particular warrants to Sentient.io and a Buyer that:

(i) that the data listed complies with the Personal Data Protection Act 2012;

(ii) that the Customer has the requisite authority and rights to sell the data listed, including but not limited to the right to usage and right to disclosure.

(b) The Customer shall indemnify and hold harmless from any claim or demand, including legal fees on the full indemnity basis, made by any third party the following:

(i) without prejudice to the generality of Condition 8.2, Sentient.io (and its affiliates and subsidiaries, and their respective officers, directors, employees and agents) due to or arising from the sale of data by the Customer to a Buyer or the use of that data by the Buyer;

(ii) the Buyer if the Customer was prohibited by any applicable law to sell data to the Buyer, save where such prohibition arises due to the peculiar circumstances of the Buyer.

7 Purchasing

The following provisions apply to a purchase of data by the Customer from an Other User on the Data Alliance Platform:

(a) The Customer is responsible for reading the full item listing before making a bid or commitment to buy.

(b) The Customer shall ensure that its User Account has sufficient funds to pay for a Smart Contract.

(c) The Customer shall use the data purchased in a manner permitted by law and only for its own purposes and undertakes not to share, distribute or resell the data in its original or derivative form.

(d) The Customer shall indemnify and hold harmless from any claim or demand, including legal fees on the full indemnity basis, made by any third party the following:

(i) without prejudice to the generality of Condition 8.2, Sentient.io (and its affiliates and subsidiaries, and their respective officers, directors, employees and agents) due to or arising from the purchase of data by the Customer from a Seller or the use of that data by the Customer; and

(ii) the Seller due to or arising out of the Customer’s unlawful use of the data, save where the unlawfulness of the use was due to the inability of the Seller to sell the data to the Customer.

8 Release and Indemnity

8.1 In the event that the Customer has a Dispute with one or more Other Users, the Customer agrees to release Sentient.io (and its affiliates and subsidiaries, and their respective officers, directors, employees and agents) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, the Customer expressly waives any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which the Customer may know or suspect to exist in the Customer’s favour at the time of agreeing to this release.

8.2 The Customer shall indemnify and hold Sentient.io (and its affiliates and subsidiaries, and their respective officers, directors, employees and agents) harmless from any claim or demand, including legal fees on the full indemnity basis, made by any third party due to or arising out of the Customer’s

(a) use (including but not limited to improper use) of the Data Alliance Platform;

(b) breach of these Conditions; or

(c) the Customer’s breach of any law or the rights of a third party in its use of the Data Alliance Platform.

9 Duration and Termination

9.1 This Agreement shall commence from the date hereof and, unless terminated in accordance with Condition 9.4, continue in force for as long as the Customer holds an account with Data Alliance Platform.

9.2 Either Party may terminate this Agreement by giving the other Party not less than 3 months notice in writing.

9.3 Either Party may terminate this Agreement at any time if the other Party:

(a) commits any material breach of any of its obligations under these Conditions and shall fail to remedy such breach (if capable of remedy) within fourteen (14) days after being given notice by the first Party to do so; notwithstanding the foregoing, if the second Party need more time to remedy such breach (if capable of remedy), it may seek the written consent of the first Party to an extension of time before the expiry of the aforementioned fourteen (14) day period, such consent not to be unreasonably withheld;

(b) goes into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation with the consent of all Parties such consent not to be unreasonably withheld); or

(c) shall have an administrator appointed or if a receiver, administrative receiver or manager shall be appointed over any part its assets or undertakings.

9.4 Termination of this Agreement (howsoever arising) shall be without prejudice to all other rights and claims of each Party against the other.

10 Notices

Any notice to be given by any Party shall be in writing and shall be deemed duly given if sent to the addressee by e-mail at the email address provided by the Customer at the time of registration.

11 Miscellaneous

11.1 Nothing in these Conditions shall be deemed to constitute a partnership between the Parties nor constitute any Party the agent of any other Party or otherwise entitle any Party to have authority to bind any other Party for any purpose whatsoever.

11.2 This Agreement constitutes the entire Agreement between the Parties in relation to the subject matter hereof and supersedes all prior agreements and understandings whether oral or written with respect thereto and no variation of this Deed shall be effective unless reduced to writing and signed by each of the Parties.

11.3 A Buyer shall be entitled to the benefit of, and enforce the provisions of, Condition 6. A Seller shall be entitled to the benefit of, and enforce the provisions of, Condition 7. Save as hereinbefore provided, a person who is not a party to these Conditions has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of these Conditions.

11.4 The rights and remedies contained in these Conditions are cumulative and not exclusive of any rights or remedies provided by law.

11.5 This Agreement shall be governed by, and construed in all respects in accordance with the laws of Singapore. Any dispute, whether contractual or not, arising out of or in connection with these Conditions (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, which rules are deemed to be incorporated by reference in this Condition 11.6. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. The foregoing submissions shall not affect the right of any Party to take proceedings in any other jurisdiction nor shall the taking of proceedings in any jurisdiction preclude any Party from taking proceedings in any other jurisdiction.