KINOBI AI MASTER SUBSCRIPTION AND SERVICES AGREEMENT FOR ALL PRODUCTS AND SERVICES

MSA Version: January 02, 2026

This Master Subscription and Services Agreement (“Agreement”) is entered into between HelloMrKinobi Pte. Ltd. (Unique Entity No. 202023937Z), in Singapore and having its registered office at 7 Temasek Boulevard #12-07, Suntec Tower One, Singapore 038987 (“Kinobi AI”, “Kinobi”, “Supplier”, “Contractor”, “we”, “us”), and the entity identified in the applicable Order Form or specific agreement (“Customer”, “you”). Each a “Party”, collectively the “Parties”.

Table of Contents

1. Agreement Structure and Precedence
2. Definitions
3. Rights of Access and Use
4. Support and Services Level Agreements
5. Proprietary Rights
6. Personal Information Student Data
7. Information Security and Breach Notification
8. Fees, Taxes and Payment
9. Term, Termination and Survival
10. Warranties and Disclaimers
11. Limitation of Liability
12. Indemnification
13. Confidentiality
14. Miscellaneous Matters
15. Terms Applicable to Specific Products and Services

1. AGREEMENT STRUCTURE AND PRECEDENCE

1.1 Agreement Structure: This Agreement consists of: (a) any specific agreement, schedule, or statement of work executed between the Parties; (b) one or more Order Forms; (c) Schedule 1 – Service Level Agreement (“SLA”); (d) Schedule 2 –  Data Processing Addendum (“DPA”); (e) this Master Subscription and Services Agreement; and (f) Schedule 3 – Customer Support & Services Guide (the “Support Guide”) (informational only).

1.2 Order of Precedence: In the event of conflict: (a) specific agreement or schedule; (b) Order Form; (c) Schedule 2 – DPA (with respect to Personal Information matters); (d) Schedule 1 – SLA (with respect to service availability and credits); (e) this Agreement; and (f) Schedule 3 –  Support Guide.

2. DEFINITIONS

2.1 “SaaS Services”: Kinobi AI’s cloud-based software platforms made available on a software-as-a-service basis, including career management, employability, mentoring, internship, analytics, and related modules.

2.2 “Professional Services”: Implementation, configuration, onboarding, training, advisory, consulting, customisation, coding and development work, integration development, quality assurance and testing, project management, data migration, and other related professional or technical services provided by Kinobi AI, as expressly specified in an applicable Order Form, Statement of Work, or project plan.

2.3 “Support Services”: Technical support services provided in accordance with the Kinobi AI Customer Support Services Guide (the “Support Guide”), incorporated herein by reference.

2.4 “Hosting Services”: Cloud hosting, infrastructure, storage, and related services required to operate the SaaS Services.

2.5 “Authorized Users”: Individuals authorised by Customer to access and use the Services.

2.6 “Customer Data” or “Customer Property”: All data, content, text, documents, files, records, communications, images, and other materials submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer or its Authorized Users through the Services. Customer Property may include Personal Data / Personal Information.

2.7 “Kinobi Property”: The Services, platform, software, APIs, Documentation, designs, workflows, analytics models, algorithms, improvements, and all related intellectual property.

2.8 “Personal Data / Personal Information”: Information that identifies or relates to an identifiable individual, including “personal data” under GDPR and “personal data / personal information” under the Singapore PDPA and ISO/IEC 27018 (collectively, “PI”).

2.9 “Documentation”: User guides, technical documentation, operating instructions, API documentation, and other written or electronic materials describing the features, functionality, and use of the Services, as made available by Kinobi AI from time to time via its website, customer portal, or otherwise in writing.

2.10 “Annual Fees”: Annual SaaS Subscription Fees, Annual Hosting Fees, and Annual Maintenance and Support Fees, as specified in the applicable Order Form.

2.11 “Annual Hosting Fees”: Recurring annual fees payable for hosting and operation of the SaaS Services, as specified in the applicable Order Form.

2.12 “Annual Maintenance and Support Fees”: Recurring annual fees payable for maintenance, support, and servicing of the SaaS Services, as specified in the applicable Order Form.

2.13 “Annual SaaS Subscription Fees”: Recurring annual fees payable for access to and use of the SaaS Services, as specified in the applicable Order Form.

2.14 “Change Order”: Written document signed by both Parties describing an agreed modification to a Statement of Work, including changes to scope, fees, or timelines.

2.15 “Full-Time Equivalent” or “FTE”: Standard unit used to measure usage entitlement, where one (1) FTE represents one full-time individual, and part-time individuals may be counted as a fraction of an FTE as specified in the applicable Order Form.

2.16 “Named Authorised Users”: Individual users expressly authorised by Customer to access the SaaS Services, identified by unique login credentials, and subject to the usage limits specified in the applicable Order Form.

3. RIGHTS OF ACCESS AND USE

3.1 License Grant (SaaS Services): Subject to the terms of this Agreement and payment of applicable fees, Kinobi AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable term to access and use the SaaS Services solely for Customer’s internal business or institutional purposes, and only by Authorized Users.

3.2 Scope of Services: The Services may include, as specified in an applicable Order Form or Statement of Work:
(a) SaaS Services; (b) Professional Services; (c) Support Services; and (d) Hosting Services. All Services are provided solely as described in the applicable Documentation, Order Form, SLA, and support policies.

3.3 API Access License: Where application programming interfaces (“APIs”) are made available, Kinobi AI grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use such APIs solely to enable interoperability with Customer’s internal systems in connection with Customer’s authorised use of the Services.

3.4 API Usage Conditions: Customer shall use APIs strictly in accordance with Kinobi AI’s API documentation and usage guidelines as described in the applicable Documentation. Kinobi AI may impose reasonable technical, security, or usage limits, including rate limits, to protect system integrity and availability.

3.5 License Restrictions: Customer shall not, and shall not permit any third party to: (a) copy, modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or APIs, except to the extent expressly permitted by applicable law; (b) create derivative works of the Services or APIs; (c) sublicense, resell, lease, distribute, time-share, outsource, or otherwise make the Services available to unauthorised third parties; (d) access or use the Services or APIs for the purpose of developing or providing competing products or services; (e) interfere with or disrupt the integrity, performance, or security of the Services, APIs, or underlying infrastructure; or (f) use the Services or APIs in violation of applicable laws or regulations.

3.6 Authorized Users and Credentials: Customer is responsible for all activities conducted through its accounts and for maintaining the confidentiality of login credentials issued to Authorized Users.

3.7 Reservation of Rights: Except for the limited licenses expressly granted under this Agreement, no rights are granted to Customer. All rights, title, and interest in the Services, APIs, Documentation, Professional Services, and all related software, configurations, customisations, code, enhancements, and intellectual property remain with Kinobi AI, excluding Customer Data. To the extent any Professional Services deliverables are created specifically for Customer, Kinobi AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such deliverables solely in connection with Customer’s authorised use of the Services during the applicable term. Nothing in this Agreement restricts Kinobi AI from using general knowledge, skills, or experience gained in the course of providing the Services.

4. SUPPORT AND SERVICE LEVEL AGREEMENTS

4.1 Support Services: Kinobi AI shall provide support services (“Support Services”) for the SaaS Services in accordance with the Kinobi AI Customer Support & Services Guide (the “Support Guide”), as updated from time to time in accordance with this Agreement.

4.2 Scope of Support: Support Services may include issue diagnosis, error correction, workaround identification, technical assistance, and general usage guidance. Support Services do not include custom development, data entry, data correction, or services outside the scope expressly stated in an applicable Order Form, Statement of Work, or the Support Guide.

4.3 Service Level Agreement: Service availability commitments and Service Level Credits are governed exclusively by the Service Level Agreement (“SLA”), incorporated herein by reference.

4.4 Support Services: Incident severity classifications, target response times, support hours, escalation procedures, and communication channels are governed by the Customer Support & Services Guide (the “Support Guide”).

4.5 Service Level Credits: Any service level credits or service level compensation (“Service Level Credits” or “SLCs”) described in the SLA shall be Customer’s sole and exclusive financial remedy for Kinobi AI’s failure to meet the service levels specified in the SLA, subject to the conditions, exclusions, and caps set out therein.

4.6 Exclusions: Service levels, availability commitments, and response targets shall not apply to issues arising from: (a) Customer systems, networks, equipment, or third-party services or integrations; (b) Customer misuse, unauthorised modifications, or failure to follow Documentation or instructions; (c) Customer-requested third-party access or data sharing; (d) force majeure events; or (e) scheduled maintenance or emergency maintenance.

4.7 SaaS Services; Corrections, Updates and Upgrades: In addition to any Support Services provided under this Agreement, Kinobi AI shall make available to Customer, during the applicable term of the SaaS Services, Corrections, Updates, and Upgrades that are generally made available by Kinobi AI to its customers for the specific SaaS Services, modules, features, or editions licensed by Customer, at no additional charge, unless otherwise specified in an applicable Order Form. For clarity, Customer is not entitled to Corrections, Updates, or Upgrades relating to SaaS Services, modules, features, editions, or functionality not expressly licensed or purchased by Customer, or to any products, modules, or services marketed by Kinobi AI as separate offerings.

4.8 Definitions of Corrections, Updates and Upgrades: For purposes of this Agreement: (a) “Corrections” means fixes, patches, workarounds, or other modifications made by or on behalf of Kinobi AI to correct reproducible errors or non-conformities in the SaaS Services; (b) “Updates” means revisions or releases to the SaaS Services that correct errors and/or provide incremental functional improvements and that are generally made available to customers; (c) “Upgrades” means enhanced or modified versions of the SaaS Services that include additional functionality or improvements and that are commercially released by Kinobi AI, but not marketed as a separate product or solution.

4.9 Discretion and Availability: Kinobi AI retains sole discretion over the timing, method, and content of all Corrections, Updates, and Upgrades, provided that such changes do not materially reduce the overall functionality of the SaaS Services during an active Subscription Term.

4.10 Escalation and Communications: Support escalation contacts, account management arrangements, and communication protocols shall be specified in the applicable Order Form, Statement of Work, Support Guide, or otherwise communicated by Kinobi AI in writing.

5. PROPRIETARY RIGHTS

5.1 Customer Property: As between the Parties, all right, title, and interest in and to Customer Data and Customer Property shall remain with Customer. Customer Property may include Personal Data / Personal Information.

5.2 Kinobi AI Property: Subject to the limited licenses expressly granted under this Agreement, Kinobi AI and its licensors retain all right, title, and interest in and to the Services, SaaS Services, APIs, Hosting Services, Support Services, Professional Services, Documentation, platform architecture, software, source code, object code, configurations, customisations, workflows, methodologies, models, analytics, designs, and all related intellectual property (“Kinobi AI Property”). Kinobi AI Property includes all modifications, enhancements, improvements, updates, upgrades, derivative works, and developments thereof, whether created before or during the term of this Agreement.

5.3 License to Use Customer Property: During the term of this Agreement, Customer grants Kinobi AI and its affiliates and third-party service providers a limited, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Property solely to provide, support, secure, and improve the Services, and to comply with legal obligations. Customer acknowledges that Customer Property may be accessed and processed by Kinobi AI and its authorised personnel in jurisdictions outside the country from which the Customer Property was collected, subject to the Data Processing Addendum and applicable law.

5.4 Aggregated and De-identified Data: Kinobi AI may collect, generate, and use aggregated and/or de-identified data derived from Customer Property for analytics, benchmarking, reporting, and service improvement purposes, provided such data does not identify Customer or any individual, subject to the Data Processing Addendum and applicable law.

5.5 Professional Services Deliverables:  Except for Customer Property, all deliverables, configurations, customisations, scripts, integrations, and code developed by Kinobi AI in connection with Professional Services shall constitute Kinobi AI Property. To the extent any such deliverables are created specifically for Customer, Kinobi AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such deliverables solely in connection with Customer’s authorised use of the Services during the applicable term.

5.6 Content Restrictions: Customer shall not use the Services to store, transmit, display, or process any content that is unlawful, infringing, defamatory, obscene, hateful, discriminatory, malicious, or otherwise violates applicable law or third-party rights. Kinobi AI acts solely as a passive conduit for Customer Property and assumes no responsibility for the content submitted by Customer or its Authorized Users. Kinobi AI may remove or restrict access to Customer Property where it reasonably determines that such content violates this Agreement, poses a security risk, or may expose Kinobi AI to legal liability.

5.7 Third-Party Service Providers: Customer acknowledges that Kinobi AI may engage employees, affiliates, and third-party service providers to support the delivery of the Services. Such parties shall have access to Customer Property only to the extent necessary to perform their obligations and shall be subject to confidentiality and data protection obligations consistent with this Agreement and the Data Processing Addendum.

5.8 Customer-Requested Third-Party Access: Where Customer authorises a third party to access the Services or Customer Property (including via integrations or APIs), such access is provided at Customer’s sole discretion and risk. Kinobi AI is not responsible for the data handling practices, security, or compliance of such third parties.

5.9 Other Rights (Customer Reference): Customer grants Kinobi AI a limited, non-exclusive right to use Customer’s name, logo, and trademarks solely for the purpose of identifying Customer as a user of the Services in Kinobi AI’s marketing materials, customer lists, and proposals. Kinobi AI shall discontinue such use upon Customer’s reasonable written request.

6. PERSONAL INFORMATION AND STUDENT DATA

6.1 Definitions: “Personal Information” means any information relating to an identified or identifiable individual, including information defined as “personal data” or “personal information” under applicable data protection laws, including the Singapore Personal Data Protection Act 2012 (PDPA) and ISO/IEC 27018. “Student Data” means Personal Information that relates to an identifiable current or former student, mentee, learner, or participant, and that is submitted to, processed by, or generated through the Services on behalf of Customer.

6.2 Processing of Personal Information and Student Data: Kinobi AI shall process Personal Information and Student Data solely for the purposes of: (a) providing, operating, maintaining, and supporting the Services; (b) managing user access, authentication, and platform functionality; (c) ensuring security, integrity, availability, and compliance; and (d) complying with applicable legal obligations. Kinobi AI shall process Personal Information and Student Data only in accordance with this Agreement and the applicable Data Processing Addendum (“DPA”).

6.3 Confidentiality of Personal Information and Student Data: Kinobi AI shall treat all Personal Information and Student Data as confidential and shall not disclose such information to third parties except as permitted under this Agreement, the DPA, or as required by applicable law.

6.4 Authority and Responsibility of Customer: Customer represents and warrants that: (a) it has obtained all necessary rights, consents, notices, and lawful bases required to provide Personal Information and Student Data to Kinobi AI for processing under this Agreement; (b) its instructions to Kinobi AI comply with applicable data protection laws; and (c) it is solely responsible for the accuracy, quality, and legality of Personal Information and Student Data submitted to the Services.

6.5 Use of Aggregated and De-identified Data: Kinobi AI may collect and use aggregated and/or de-identified data derived from Personal Information and Student Data for analytics, benchmarking, service improvement, and reporting purposes, provided such data does not identify Customer or any individual. Aggregated or de-identified data shall not constitute Personal Information.

6.6 Kinobi AI Third-Party Service Providers Customer acknowledges that Kinobi AI may provide access to Personal Information and Student Data to its employees, affiliates, and third-party service providers who have a legitimate need to access such information for the purpose of delivering the Services. Kinobi AI shall ensure that such parties are subject to confidentiality and data protection obligations consistent with this Agreement and the DPA. Customer further acknowledges that Personal Information and Student Data may be processed in jurisdictions outside the country from which it was collected, subject to appropriate safeguards and the DPA.

6.7 Customer-Requested Third-Party Access: Where Customer, an Authorized User, or an end user authorises a third party to access Personal Information or Student Data through the Services (including via integrations or APIs), such access is granted at Customer’s sole discretion and risk. Kinobi AI is not responsible for the data handling practices, security measures, or compliance of such third parties.

6.8 Data Retention and Deletion: Upon termination or expiration of the Services, Kinobi AI shall delete or return Personal Information and Student Data in accordance with the DPA, except where retention is required by law or for legitimate backup, security, or compliance purposes. Aggregated or de-identified data may be retained by Kinobi AI.

6.9 Relationship to Data Processing Addendum: In the event of any conflict between this Section 6 and the DPA, the terms of the DPA shall prevail with respect to the processing of Personal Information and Student Data.

7. INFORMATION SECURITY AND BREACH NOTIFICATION

7.1 Information Security: Kinobi AI shall implement commercially reasonable administrative, technical, and organisational safeguards designed to protect Customer Property and Personal Information, including Student Data, against unauthorised access, use, or disclosure, in accordance with applicable law and the Data Processing Addendum.

7.2 Security Incidents and Notifications: In the event Kinobi AI has a reasonable, good faith belief that an unauthorised party has accessed or disclosed Personal Information, Kinobi AI shall notify Customer without undue delay, or within such other timeframe as required by applicable law, and shall use reasonable efforts to cooperate with Customer’s investigation of the incident.

7.3 Customer Security Responsibilities: Customer is responsible for maintaining appropriate administrative, technical, and physical safeguards for its systems, networks, credentials, and access to the Services, and for promptly notifying Kinobi AI of any unauthorised access or security vulnerabilities of which it becomes aware.

7.4 Regulatory and Third-Party Notifications: Unless otherwise required by applicable law, Customer, as the owner and controller of the Personal Information, shall be responsible for determining the timing, content, method, and cost of any notifications to affected individuals, regulatory authorities, or other third parties arising from a security incident.

8. FEES, TAXES AND PAYMENT

8.1 Fees: Customer shall pay all fees specified in the applicable Order Form or specific agreement (“Fees”). Fees are based on the Services licensed and are non-cancellable and non-refundable, except as expressly stated in this Agreement or required by applicable law.

8.2 Invoicing and Payment Terms: Unless otherwise specified in the applicable Order Form: (a) Fees shall be invoiced in advance; (b) payment is due within thirty (30) days from the invoice date; and (c) all payments shall be made in the currency specified in the invoice and without set-off or deduction.

8.3 Taxes: Fees are exclusive of all taxes, duties, levies, or similar governmental charges, including value-added tax, goods and services tax, sales tax, withholding tax, or other similar taxes (“Taxes”), except for taxes based on Kinobi AI’s net income. Customer shall be responsible for payment of all applicable Taxes associated with the Services. If Customer is required by law to withhold any Taxes, Customer shall gross up the payment so that Kinobi AI receives the full amount invoiced, unless otherwise required by applicable law or agreed in writing.

8.4 Late Payments and Suspension: Kinobi AI may, upon reasonable notice, suspend access to the Services if Customer fails to pay undisputed Fees when due, provided that Kinobi AI has made reasonable efforts to notify Customer of such non-payment. Suspension shall not relieve Customer of its obligation to pay outstanding Fees.

8.5 Fee Disputes: Customer shall notify Kinobi AI in writing of any good faith dispute regarding an invoice within fifteen (15) days of the invoice date, specifying the basis of the dispute. The Parties shall work in good faith to resolve the dispute promptly. Amounts not disputed shall be paid in accordance with this Section.

8.6 Changes to Fees: Fees for renewal terms or additional Services shall be as set out in the applicable Order Form or as mutually agreed in writing by the Parties. Except as expressly agreed, Kinobi AI shall not increase Fees during an active Subscription Term.

9. TERM, TERMINATION AND SURVIVAL

9.1 Term: This Agreement shall commence on the effective date specified in the applicable Order Form or specific agreement and shall continue for the initial term specified therein, unless earlier terminated in accordance with this Agreement. Thereafter, the Agreement may renew for successive renewal terms as specified in the applicable Order Form or by mutual written agreement of the Parties.

9.2 Termination for Convenience: Except as expressly stated in the applicable Order Form or specific agreement, neither Party may terminate this Agreement for convenience prior to the expiration of the then-current term.

9.3 Termination for Cause: Either Party may terminate this Agreement or the applicable Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Notwithstanding the foregoing, Kinobi AI may suspend or terminate access to the Services immediately upon written notice if: (a) Customer’s use of the Services poses a security risk, violates applicable law, or infringes third-party rights; (b) Customer materially violates the Rights of Access and Use or Content Restrictions; or (c) Customer fails to pay undisputed Fees after reasonable notice.

9.4 Effect of Termination or Expiration: Upon termination or expiration of this Agreement or any Order Form: (a) all rights and licenses granted to Customer shall immediately terminate; (b) Customer’s access to the Services shall cease; (c) all outstanding Fees shall become immediately due and payable; and (d) Personal Information and Customer Property shall be handled in accordance with the Data Processing Addendum. Termination shall not relieve Customer of its obligation to pay Fees accrued prior to the effective date of termination.

9.5 Suspension Distinguished from Termination: Any suspension of Services by Kinobi AI pursuant to this Agreement shall not constitute termination of this Agreement, and Customer’s payment obligations shall continue during any period of suspension.

9.6 Survival: The following provisions shall survive termination or expiration of this Agreement: Sections relating to Proprietary Rights, Personal Information and Student Data, Information Security and Breach Notification, Fees and Payment obligations accrued, Confidentiality, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and any other provisions which by their nature are intended to survive.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Authority: Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

10.2 Kinobi AI Warranties:  Kinobi AI represents and warrants that: (a) the SaaS Services, when used in accordance with the Documentation and this Agreement, will materially conform to the applicable Documentation during the applicable term; and (b) Professional Services, if any, will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s sole and exclusive remedy for breach of the warranties in this Section 10.2 shall be for Kinobi AI to use commercially reasonable efforts to correct the non-conforming Services or re-perform the applicable Professional Services, or, if Kinobi AI determines such remedy is not commercially reasonable, to terminate the affected Order Form and refund any prepaid Fees for the unused portion of the applicable term.

10.3 Customer Warranties: Customer represents and warrants that: (a) it has all necessary rights, permissions, and lawful bases to provide Customer Property and Personal Information to Kinobi AI for processing in accordance with this Agreement; (b) its use of the Services will comply with this Agreement and all applicable laws and regulations; and (c) Customer Property and Customer’s use of the Services will not infringe or misappropriate the intellectual property or other rights of any third party.

10.4 Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, SUPPORT SERVICES, AND ANY RELATED DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KINOBI AI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR AVAILABILITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. KINOBI AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10.5 No Legal, Academic, or Professional Advice: Customer acknowledges that the Services provide tools and platforms for career, mentoring, and employability management and do not constitute legal, academic, employment, financial, or professional advice. Customer is solely responsible for decisions made based on its use of the Services.

11. LIMITATION OF LIABILITY 

11.1 Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KINOBI AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF KINOBI AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap:  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KINOBI AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO KINOBI AI UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This limitation shall apply in the aggregate across all claims, causes of action, and Order Forms.

11.3 Mandatory Carve-Outs: Nothing in this Agreement excludes or limits any liability to the extent such liability cannot be excluded or limited under applicable law. Customer’s payment obligations under this Agreement shall not be subject to any limitation of liability.

11.4 Independent Application: The limitations and exclusions of liability set forth in this Section 11 shall apply notwithstanding any failure of essential purpose of any limited remedy and shall apply regardless of the form or cause of action, whether in contract, tort, statute, or otherwise.

12. INDEMNIFICATION

12.1 Indemnification by Kinobi AI:Kinobi AI shall indemnify, defend, and hold harmless Customer and its officers, directors, and employees from and against any third-party claim, demand, action, or proceeding (“Claim”) alleging that the SaaS Services, when used in accordance with this Agreement and the Documentation, infringe or misappropriate any intellectual property right of such third party. Kinobi AI shall have no obligation under this Section 12.1 to the extent a Claim arises from: (a) Customer Property or Customer-provided content; (b) Customer’s use of the Services in violation of this Agreement, the Documentation, or applicable law; (c) modifications to the Services not made by or on behalf of Kinobi AI; (d) combination of the Services with products, services, or software not provided by Kinobi AI; or (e) use of any version of the Services other than the then-current, unmodified version made available by Kinobi AI.

12.2 Remedies: If the Services become, or in Kinobi AI’s reasonable opinion are likely to become, the subject of an infringement Claim, Kinobi AI may, at its option and expense: (a) procure the right for Customer to continue using the affected Services; (b) modify or replace the affected Services so that they are non-infringing while materially preserving functionality; or (c) terminate the affected Order Form and refund any prepaid Fees for the unused portion of the applicable term.This Section 12 states Customer’s sole and exclusive remedy, and Kinobi AI’s entire liability, for intellectual property infringement Claims.

12.3 Indemnification by Customer: Customer shall indemnify, defend, and hold harmless Kinobi AI and its officers, directors, and employees from and against any Claim arising out of or relating to: (a) Customer Property, including any Personal Information provided by or on behalf of Customer; (b) Customer’s or any Authorized User’s use of the Services in violation of this Agreement, the Documentation, or applicable law; (c) Customer’s breach of its representations or warranties under this Agreement; (d) Customer-requested third-party access to, or integrations with, the Services; or (e) Customer’s failure to obtain required consents or provide required notices under applicable data protection or other laws.

12.4 Indemnification Procedure:  The indemnified Party shall: (a) promptly notify the indemnifying Party of any Claim (provided that failure to do so shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced); (b) grant the indemnifying Party sole control over the defence and settlement of the Claim; and (c) provide reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party shall not settle any Claim in a manner that admits liability or imposes obligations on the indemnified Party without the indemnified Party’s prior written consent, which shall not be unreasonably withheld.

12.5 Liability Alignment: The indemnification obligations under this Section 12 are subject to the limitations and exclusions of liability set forth in Section 11, except to the extent liability cannot be limited or excluded under applicable law.

13. CONFIDENTIALITY

13.1 Confidential Information: “Confidential Information” means any non-public information disclosed by or on behalf of one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, 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. Confidential Information includes, without limitation, business, financial, technical, operational, security, product, pricing, and contractual information, as well as Customer Property and Personal Information.

13.2 Confidentiality Obligations: The Receiving Party shall: (a) use the Confidential Information solely for purposes of performing under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, affiliates, or service providers who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

13.3 Exclusions: Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.

13.4 Compelled Disclosure: The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permitted, it gives the Disclosing Party prompt notice of such requirement and reasonably cooperates with efforts to seek protective treatment.

13.5 Remedies: Each Party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy, and that the Disclosing Party may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

13.6 Survival: The confidentiality obligations under this Section 13 shall survive termination or expiration of this Agreement for a period of three (3) years. Notwithstanding the foregoing, confidentiality obligations relating to Personal Information shall survive for so long as required under applicable law.

14. MISCELLANEOUS MATTERS

14.1 Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

14.2 Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall first be resolved through good faith discussions between the Parties. If the dispute is not resolved within thirty (30) days, it shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in force at the time. The arbitration shall be conducted in English by a single arbitrator seated in Singapore. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.3 Modification and Waiver:  No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorised representatives of both Parties. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

14.4 Assignment: Customer may not assign or transfer this Agreement, in whole or in part, without Kinobi AI’s prior written consent, except in connection with a merger or sale of substantially all of Customer’s assets. Kinobi AI may assign this Agreement to an affiliate or in connection with a merger, reorganisation, or sale of substantially all of its assets upon written notice.

14.5 Notices: All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by recognised courier, or sent by registered or certified mail to the addresses specified in the applicable Order Form or such other address as a Party may designate by notice.

14.6 Export Control: Customer shall comply with all applicable export control and sanctions laws and regulations and shall not export, re-export, or transfer the Services or Confidential Information in violation of such laws.

14.7 Force Majeure: Neither Party shall be liable for failure or delay in performance (except for payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, acts of government, war, terrorism, labour disputes, internet or telecommunications failures, or failure of third-party service providers.

14.8 Independent Contractors: The Parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or employment relationship.

14.9 Entire Agreement: This Agreement, together with any applicable Order Forms, Services Guides, and referenced documents, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or communications.

14.10 Order of Precedence: In the event of a conflict, the following order of precedence shall apply: (1) the specific agreement executed between the Parties (if any); (2) the applicable Order Form; (3) this Master Agreement; and (4) any Services Guides or policies referenced herein.

14.11 Right to Audit: Upon reasonable prior written notice and no more than once per calendar year, Kinobi AI may audit Customer’s use of the Services solely to verify compliance with this Agreement. Any such audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Customer’s operations.

15. TERMS APPLICABLE TO SPECIFIC PRODUCTS AND SERVICES

15.1 Kinobi AI Career & Internship Management System

15.1.1 Scope of Use: The Kinobi AI Career & Internship Management System enables Customer to manage career services operations, including employer engagement, job and internship postings, student applications, career events, reporting, and related workflows. Customer shall use the Kinobi AI Career & Internship Management System solely for its internal career development, employability, and internship administration purposes and in accordance with this Agreement and the Documentation.

15.1.2 Authorized Users and Named Authorized Users:  “Authorized Users” means individuals authorised by Customer to access and use the Kinobi AI Career & Internship Management System, which may include Customer’s employees, administrators, career officers, and students, as applicable to the licensed modules. Unless otherwise specified in the applicable Order Form, Authorized Users may include an unlimited number of users, provided that total usage remains within the licensed FTE limits. Alumni access is excluded by default and shall only be permitted if expressly stated in the applicable Order Form. “Named Authorized Users” means Authorized Users who are uniquely identified by an individual user account and login credentials. Each Named Authorized User account is personal to the individual and may not be shared among multiple users.

15.1.3 Pricing Metric and Hierarchy: Unless otherwise expressly stated in the applicable Order Form, Fees for the Kinobi AI Career & Internship Management System shall be determined based on the following order of precedence: Full-Time Equivalent Users (“FTEs”); if FTE-based pricing is not specified, Named Authorized Users; or such other pricing metric as expressly set out in the applicable Order Form.

15.1.4 Definition of FTE: For purposes of this Agreement, “FTE” (Full-Time Equivalent) means an enrolled or registered student of Customer, calculated as follows unless otherwise specified in the applicable Order Form: each full-time student counts as 1.0 FTE; each part-time student counts as 0.5 FTE; students enrolled in short-term, modular, executive, or non-degree programmes may be counted on a pro-rata basis as specified in the Order Form.

Unless otherwise stated, FTE calculations exclude alumni, prospective students, applicants who are not enrolled, and external users.

15.1.5 User Limits and Compliance: Customer may provision and manage an unlimited number of Authorized Users within the licensed FTE entitlement specified in the applicable Order Form. If Customer’s actual FTE count materially exceeds the licensed FTE entitlement, Customer shall promptly notify Kinobi AI and purchase additional capacity as mutually agreed. Kinobi AI’s audit rights under this Agreement apply solely to verifying compliance with licensed FTE limits.

15.1.6 Storage and Data Capacity: Storage capacity and data retention limits applicable to the Kinobi AI Career & Internship Management System, if any, shall be as specified in the applicable Order Form or Services Guide. Exceeding any stated limits may result in additional fees.

15.1.7 No Employment or Placement Guarantee: Customer acknowledges that the Kinobi AI Career & Internship Management System is a management and facilitation platform only. Kinobi AI does not guarantee employment outcomes, internship placements, job offers, employer conduct, or the accuracy or quality of third-party job or internship postings. All decisions regarding student participation, employer engagement, and placement outcomes remain the sole responsibility of Customer.

15.1.8 Reporting and Analytics: Reports, analytics, and dashboards provided through the Kinobi AI Career & Internship Management System are generated based on data input by Customer and Authorized Users and are provided for informational purposes only.

15.2 Kinobi AI Mentoring Management System

15.2.1 Scope of Use: The Kinobi AI Mentoring Management System enables Customer to design, administer, and manage mentoring programmes, including mentor and mentee onboarding, matching, communications, session tracking, programme analytics, and related workflows. Customer shall use the Kinobi AI Mentoring Management System solely for its internal mentoring, coaching, employability, leadership development, or community engagement programmes and in accordance with this Agreement and the Documentation.

15.2.2 Authorized Users and Named Authorized Users: “Authorized Users” means individuals authorised by Customer to access and use the Kinobi AI Mentoring Management System, which may include Customer’s employees, administrators, students, alumni, mentors, mentees, or other programme participants, as applicable to the licensed modules. “Named Authorized Users” means Authorized Users who are uniquely identified by an individual user account and login credentials. Each Named Authorized User account is personal to the individual and may not be shared among multiple users. Unless otherwise specified in the applicable Order Form, Authorized Users may include an unlimited number of users, provided that total usage remains within the licensed pricing metric.

15.2.3 Pricing Metric and Hierarchy: Unless otherwise expressly stated in the applicable Order Form, Fees for the Kinobi AI Mentoring Management System shall be determined based on the following order of precedence: Named Authorized Users; if Named Authorized User–based pricing is not specified, Full-Time Equivalent Users (“FTEs”), where the mentoring programme is student-based; or such other pricing metric as expressly set out in the applicable Order Form.

15.2.4 Definition of FTE (Mentoring Context): Where FTE-based pricing applies to the Kinobi AI Mentoring Management System, “FTE” shall be calculated in accordance with Section 15.1.4, unless otherwise specified in the applicable Order Form. Unless expressly stated, FTE calculations apply to mentees only and exclude mentors, alumni mentors, external volunteers, and Customer staff.

15.2.5 User Limits and Compliance: Customer may provision and manage an unlimited number of Authorized Users within the licensed pricing entitlement specified in the applicable Order Form. If Customer’s actual usage materially exceeds the licensed entitlement (including Named Authorized Users or FTEs, as applicable), Customer shall promptly notify Kinobi AI and purchase additional capacity as mutually agreed. Kinobi AI’s audit rights under this Agreement apply solely to verifying compliance with the applicable pricing metric.

15.2.6 External and Alumni Participants: Unless otherwise stated in the applicable Order Form, the Kinobi AI Mentoring Management System may be used to support mentoring relationships involving external mentors, alumni, or volunteers, provided that such participants access the Services solely for mentoring purposes and do not use the Services for commercial or competitive activities. Kinobi AI shall have no responsibility for the conduct, availability, suitability, or actions of external mentors or participants.

15.2.7 No Outcome or Relationship Guarantee: Customer acknowledges that the Kinobi AI Mentoring Management System is a facilitation and programme management platform only. Kinobi AI does not guarantee mentoring outcomes, participant engagement levels, relationship quality, career advancement, or programme success. All mentoring relationships and outcomes are managed and overseen solely by Customer.

15.2.8 Reporting and Analytics: Reports, analytics, and dashboards provided through the Kinobi AI Mentoring Management System are generated based on data input by Customer and Authorized Users and are provided for informational and programme evaluation purposes only.