FSX Terms & Conditions

1. DEFINITIONS 

1.1 “Affiliate” means with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities (but only if such person or entity meets these requirements). 

1.2 “Agreement” means this FSX Terms and Conditions Agreement, including any and all Order Forms agreed to by the Parties, referenced exhibits, and addendums hereto. 

1.3 “Subscription Fees” means the total subscription fee specified in an Order Form charged for the Subscription Term. 1.4 “Authorised User” means a Customer or its named individual or associate that is a Customer’s employee, representative, consultant, contractor, or agent (“Representatives”), authorised to use the FSX Service pursuant to a valid subscription or other right granted by Nexus, and has been supplied a user identification and password. 

1.5 “Business Day” means a day other than a Saturday, a Sunday or a public holiday in the location from where the FSX Services are provided or received. 

1.6 “Confidential Information” means this Agreement and all its Order Forms, any addendums hereto, Software Applications, software listings, documentation, technical information, data, drawings, benchmark tests, assessments, specifications, trade secrets, methodology, object code and machine-readable copies of software, source code copies of software, pricing, Customer Data and any other intellectual property or proprietary information supplied to one party (“Disclosing Party”) to the other party (“Receiving Party”),whether it is disclosed orally, in writing, in machine readable form or in any other forms, or obtained by the Receiving Party as a result of any visit to any establishment belonging to the Disclosing Party or discussion between the parties and/or their respective Representatives, regardless of whether or not it is marked as “confidential”. 

1.7 “Customer Data” means any electronic data or materials provided or submitted by Customer or Authorised Users to or through the Software Applications for processing, and the outputs and modifications to such data obtained from such processing, or information and materials obtained by Nexus by virtue of or in the course of performing this Agreement. 

1.8 “Improvements” means new features, functionality, enhancements, upgrades, updates, error corrections and bug fixes to the Software Applications made generally available by FSX, in its sole discretion, for no additional charge to Customer during the Subscription Term. 1.9 “FSX Service” means Software Applications (accessible by Authorised Users via supported web browsers through urls provided to the Customer from time to time) as ordered by the Customer under an Order Form, and Improvements, if any. 

1.10 “Order Form” means a document entered into by and between Nexus and Customer (including Affiliates of either party that enter into an Order Form) that references this Agreement and details of the FSX Services, the fees associated therewith, and any other transaction specific terms and conditions. 

1.11 “Professional Services” means the consulting, training, customisation, implementation, support and maintenance, or other professional services to be performed by Nexus (directly, or through an Affiliate and/or subcontractors) in relation to Customer’s use of FSX Service. 1.12 “Software Applications” means FSX software application that the Customer subscribes for the licence to use under the applicable Order Form. It is a cloud-based application with a pre-configured set of formulas, data hierarchies, actions, algorithms, machine learning pipelines, audit trails, dashboards and/or other elements that is specifically designed to be loaded into and interoperate with the FSX Service for processing Customer Data in support of an identified business process. 

1.14 “Subscription Term” means the subscription period(s) specified in an Order Form from the Order Start Date to the Order End Date (dates inclusive) during which Customer or Authorised Users may use the Software Applications subject to the terms of this Agreement. 1.15 “User Documentation” means user guides, operation manuals, specifications and other related information and documentation, whether in print or online media, to support Customer’s use of the FSX Service, as updated by Nexus from time to time. 

2. PROVISION OF THE FSX SERVICE 

2.1 The FSX Service shall be available to Customers as described in the Order Form(s) during the Subscription Term(s). The FSX Service includes the features and functionality of the Software Applications as ordered by the Customer in the relevant Order Form. The content, functionality, and user interface of the FSX Service may get updated from time to time. Provided that, the functionality of the FSX Service will not materially decrease during Customer’s Subscription Term. 

2.2 A non-exclusive, non-sublicensable, non-transferable, world-wide, non-assignable and revocable (as pursuant to this Agreement) right to access and use the FSX Service shall be granted to the Customer during the applicable Subscription Term, solely for Customer’s internal business purposes relating to the business processing of Customer Data. 

2.3 During the Subscription Term, the FSX Service shall be available to the Customer as specified in the Order Form, except for (i) planned downtime (of which FSX shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond FSX’s reasonable control, including an act of God, act of government, flood, fire, civil unrest, act of terror, earthquake, internet service provider failure or delay, denial of service attack etc. 

3. USAGE RESTRICTIONS 

3.1 Customer agrees that, without prior notification to and permission by Nexus, it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: 

3.1.1 sell, licence, sublicense, transfer, assign, distribute or otherwise encumber any portion of the FSX Service or enable access to the FSX Service in a manner that allows anyone to access or use the FSX Service without an Authorised User Subscription or to commercially exploit the FSX Service; 

3.1.2 decompile, disassemble, or reverse engineer any portion of the FSX Service or attempt to discover any source code or underlying ideas or algorithms of FSX Service; 

3.1.3 copy, modify or create any derivative work based on the FSX Service or any proprietary or Confidential Information; 3.1.4 copy any features, functions or graphics of the FSX Service; 

3.1.5 use the FSX Service to provide processing services to third parties, commercial timesharing, rental or sharing arrangements, or on a “service bureau” basis or otherwise use or allow others to use the FSX Service for the benefit of any third party; 

3.1.6 provide, disclose, divulge or make available to, or permit use of the FSX Service by persons other than Customer’s employees or agents who have signed a confidentiality agreement consistent with the terms and provisions herein; 

3.1.7 send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts or agents; 3.1.8 interfere with or disrupt the integrity or performance of the FSX Service; 

3.1.9 combine FSX Service with Customer’s value add to create a commercially available Customer branded solution that Customer markets to its end user customers. 

3.2 Customers shall be responsible for the use of FSX Service by any User who accesses the FSX Service with Customer’s account credentials. Any use of the FSX Service in breach of the foregoing by Customer or Authorised Users that in Nexus’s judgement threatens the security, integrity, or availability of FSX Service, may result in immediate suspension of the subscription. Nexus will use commercially reasonable efforts under the circumstances to provide Customers with notice and an opportunity to remedy such violation or threat prior to any such suspension. 

4. CUSTOMER DATA PROTECTION 

4.1 During the Subscription Term, Nexus shall maintain reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. 

4.2 Nexus shall treat all Customer Data as confidential and use Customer Data solely for the purpose of providing and managing the FSX Service, or to prevent or address technical problems, in accordance with this Agreement or as instructed by the Customer. If FSX detects or becomes aware of a breach of its obligations under this Clause 4.2 resulting in unauthorised access to Customer Data, Nexus shall promptly report such breach to Customer and (without prejudice to other rights Customer may have under this Agreement or at law) take reasonable mitigation actions as Customer may require. Nexus shall use diligent efforts to perform a root cause assessment and remedy such breach in a timely manner. 

4.3 Customer has exclusive control and responsibility for determining the Customer Data submitted by the Customer to the FSX Service and is further responsible for the accuracy, quality, and legality of all Customer Data, and for the acts and omissions of Authorised Users in connection with this Agreement. Customers will use reasonable measures to prevent and will promptly notify FSX of any known or suspected unauthorised use of Authorised User access credentials. For clarity, Customer shall retain all ownership interests in Customer Data processed or converted by the FSX Service and has full right of usage of and ownership in the output generated by the FSX Service. 

5. DATA PRIVACY 

5.1 If Nexus receives data that falls within the scope of the relevant Data Protection Legislation and in respect of which Customer is primarily responsible and/or accountable under the relevant Data Protection Legislation (the “Customer Personal Data“) pursuant to or in connection with this Agreement, Nexus shall: 

5.1.1 only use such Customer Personal Data as strictly necessary for the performance of its obligations under this Agreement or as otherwise directed in writing by Customer and no further; 

5.1.2 comply with all instructions of Customer in relation to any such Customer Personal Data; and 

5.1.3 not otherwise process the Customer Personal Data in any way contrary to any applicable Data Protection Legislation. 5.2 Nexus shall implement strict and adequate security, technical and organisational measures against the unauthorised or unlawful processing of and the accidental loss or destruction of, or damage to, the Customer Personal Data. 

5.3 Nexus shall immediately notify Customer of any actual, potential or alleged breach of the provisions of this clause 5. 5.4 Nexus shall fully and effectively indemnify and keep indemnified Customer from and against, and agree to pay on demand, any and all losses incurred by or awarded against Customer as a result of any breach of this clause 5. Without prejudice to the foregoing or to any other rights or remedies of Customer in the event of any breach of this clause 5, Nexus undertakes to promptly remedy the breach (or the circumstances giving rise to the breach) without charge and at no additional cost to Customer. 

6. SUBSCRIPTION FEE AND PAYMENT 

6.1 In consideration of the rights granted herein, Customer shall pay the Subscription Fees as specified in the applicable Order Form. Nexus may increase the Subscription Fees upon any subsequent or additional renewal term. Unless otherwise set forth in the applicable Order Form, Customer agrees to pay the applicable Subscription Fees within thirty (30) days of the date of the applicable invoice. In addition to any other remedies, Nexus may have hereunder or at law, any payments more than thirty (30) days after the date of the invoice will be subject to a late payment fee of 15% per year, or the maximum rate allowed by law, whichever is lower. This Agreement and Customer’s access to the FSX Service may be suspended or terminated if Customer’s account falls into arrears for more than 90 days. Such suspension or termination will not relieve Customer’s obligation to pay amounts due. Payment obligations are non-cancellable during the Subscription Term and fees paid are non-refundable in any circumstances. 

6.2 Unless otherwise set forth in an applicable Order Form, all amounts due hereunder shall be paid in United States Dollars (USD). All amounts payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts that may be assessed by any governmental entity or levied under relevant legislation as a result of the provision of the FSX Services by Nexus to Customer. 

7. TERM AND TERMINATION 

7.1 This Agreement commences on the order start date under the applicable Order Form and continues until all subscriptions hereunder have expired or have been terminated. The term of each subscription shall be specified in the applicable Order Form. 7.2 Without prejudice to any other rights that the parties may have, a party (“Non-defaulting Party”) may terminate this Agreement (together with all Order Forms) by providing written notice to the other party (“Defaulting Party”) in any of the following events: 

7.2.1 if the Defaulting Party materially breaches any of the provisions of this Agreement. Upon notice from the Non-defaulting Party to the Defaulting Party specifying details of the breach, the Defaulting Party will be given thirty (30) days to cure the breach; if the breach is not cured within thirty (30) days, then the Non-defaulting Party shall be entitled to terminate this Agreement with immediate effect; 7.2.2 the Defaulting Party (i) suspends or ceases business or becomes insolvent or admits in writing its inability to pay its debts when due or (ii) enters into liquidation proceedings. 

7.3 Customer agrees that following thirty (30) days after the termination of this Agreement, or expiration of any Order Form (“Disengagement Period”), Nexus may immediately deactivate Customer’s account(s) associated with the Agreement or applicable Order Form(s). During the Disengagement Period, Nexus will make Customer Data available to Customer for export or download as provided in the User Documentation. After such Disengagement period, Nexus will have no obligation to maintain or provide any Customer Data and will thereafter decide to delete or destroy all copies of Customer Data from FSX platform or otherwise in its possession or control, unless legally prohibited. 

7.4 Upon expiration or termination of this Agreement, Nexus’s obligation to provide the FSX Service, and Customer’s right to access or use the FSX Service shall terminate immediately. 

8. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP 

8.1 By Nexus. Nexus owns and will continue to own all right, title and interest, including all related Intellectual Property Rights, in and to the FSX Service. No rights are granted to Customer hereunder other than as expressly set forth herein. Nexus shall at all times retain full and unequivocal ownership of all Software Applications, including any documentation, derivative versions and any copies thereof and all configurations of the Software Applications created or developed during the term of this Agreement. 

8.2 By Customer. Customer allows Nexus a worldwide, non-exclusive licence to host, copy, process, transmit and display Customer Data as reasonably necessary for Nexus to provide the FSX Service in accordance with this Agreement. Customer owns all right, title and interest, including all related Intellectual Property Rights, in and to the Customer Data and any deliverables generated by the FSX Service in specific to the Customer. 

8.3 Customer acknowledges that the Nexus name, logo and the product names associated with the FSX Service are trademarks of Nexus, and no licence to such marks is granted herein. Customer grants to Nexus a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual licence to incorporate and use, commercialise and distribute with the FSX Service any suggestions, recommendations or other feedback specifically relating to the FSX Service as Customer in its discretion may elect to provide and to create derivate works of the same or any customizations, if any. 

8.4 Use of Aggregate Information. Nexus may collect, and aggregate data derived from the operation of the FSX Service (“Aggregated Data”) and may use such Aggregated Data for purposes of performing its obligations under this Agreement, monitoring performance of the FSX Service, and improving the FSX Service. Nexus’s use of Aggregated Data will not reveal any Customer Data, Customer Confidential Information, or personally identifiable information of the Customer and Authorised Users. 

9. INDEMNIFICATION FOR INFRINGEMENT 

9.1 Nexus represents and warrants that (i) it is fully and legally entitled to licence the FSX Service and (ii) the FSX Service shall not infringe any issued patent, copyright, trade secret or other proprietary right of any third party or cause damages to any third party. Nexus shall, at its expense, defend or settle any claim, action or allegation brought against Customer to the extent it is based on a claim that the FSX Service infringes any issued patent, copyright, trade secret or other proprietary right of any third party or causes damages to any third party and shall pay any final judgement awarded against Customer as a result of any such claim, action or allegation, provided that (i) Customer gives prompt written notice to Nexus of any such claim, action or allegation of infringement; (ii) Nexus has the sole and exclusive right to defend any such claim, action, or allegation and make settlements thereof at its own discretion; and (iii) Customer gives Nexus such assistance and information as Nexus may reasonably require to settle or oppose such claims. 

9.2 In the event any such infringement, claim, action, or allegation is brought or threatened, Nexus may, at its sole option and expense: 9.2.1 Procure for Customer the right to continue use of the FSX Service or the infringing portion thereof; 

9.2.2 Modify, amend or replace the FSX Service or infringing part thereof with other software having substantially the same or better capabilities; 9.2.3 If neither of the foregoing is reasonably available to Nexus, terminate the FSX Service, in which case Nexus’s sole liability shall be to refund to Customer a prorated amount of prepaid fees for the FSX Service applicable to the remaining period in the then current Subscription Term. 

10. WARRANTY AND LIMITATION OF LIABILITY 

10.1 Nexus warrants that, during the Subscription Term, Nexus shall perform its obligations and the FSX Service will perform materially in accordance with the applicable User Documentation, and FSX will not materially decrease the functionality of FSX Service. In the event of a breach of the foregoing warranty, Nexus will use diligent efforts to perform a root cause assessment and remedy such breach in a timely manner. 10.2 Nexus warrants that, to the best of its knowledge, the FSX Service is free from, and Nexus will not knowingly introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm. 

10.3 Except as warranted on clauses 9.1 and 9.2, all other representations and warranties, express, implied, statutory, or otherwise, including any implied warranty of merchantability and fitness for a particular purpose are hereby disclaimed to the maximum extent permitted by applicable law. FSX Services are provided ‘as is’ exclusive of any warranties whatsoever. In no event will Nexus be liable for any loss of profits, loss of use, business interruption, loss of data, any delay or delivery failures or other damages resulting from problems inherent in the use of internet, cost of cover, or indirect, special, incidental or consequential damages of any kind in connection with or arising out of the FSX Service and Nexus’s maximum aggregate liability whether in contract, tort or any other form of liability shall not be greater than the Subscription Fee paid by the Customer to Nexus for the last 12 months under the relevant Order Form to which the cause of action relates. 

10.4 No employee, agent, representative or affiliate of Nexus has authority to bind Nexus to any oral representations or warranty concerning the FSX Service. Any written representation or warranty not expressly contained in this Agreement will be void and unenforceable. 

11. CONFIDENTIALITY 

11.1 Each party acknowledges that the Confidential Information constitutes valuable trade secrets, and each party agrees that it shall use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent. Each party agrees to exercise due care in protecting the Confidential Information from unauthorised use and disclosure. However, neither party bears any responsibility for safeguarding any information that it can document in writing (i) is in the public domain through no fault of its own, (ii) was properly known to it, without 

restriction, prior to disclosure by disclosing party, (iii) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (iv) is independently developed by receiving party without use or reference to disclosing party’s Confidential Information or (v) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, the Receiving Party provides to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure. 

11.2 In the event of actual or threatened breach of the provisions of clause 11.1, the non-breaching party will be entitled to immediate injunctive and other equitable relief. 

12. MISCELLANEOUS 

12.1 Notices. All notices required or permitted under this Agreement shall be in writing and will be effective upon (i) personal delivery, (ii) the next business day after being sent by a nationally recognized overnight courier, (iii) the next business day after sending by confirmed facsimile, or (iv) except for notices pertaining to an indemnifiable claim, the next business day after sending by email. 

12.2 Force Majeure. Non-performance of either party of its obligations under this Agreement, excluding payment obligations, will be excused to the extent that performance is rendered impossible by war, riot, natural disaster, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. If the Force Majeure Event lasts for a period of more than 30 days, either party may terminate this Agreement and the Company shall provide the Client with a pro-rata refund of the monies paid by the Client for services that have not been rendered. 

12.3 Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed to be deemed a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action. 

12.4 Survivability. Clauses on Intellectual Property Rights and ownership, Payment obligations, Limitation of Liability and Confidentiality shall survive expiration or termination of this Agreement and any Order Form until the parties have completely fulfilled their respective obligations, except for Confidentiality which shall survive expiration or termination of this Agreement and the applicable Order Form for three (3) years thereafter. Such provisions shall be binding to each party and their successors. Both parties recognize and acknowledge that the breach of such provisions shall cause irreparable injury inadequately compensable in damages and that; accordingly, the other party may seek injunctive relief against a breach or threatened breach of the provisions contained in each paragraph, in addition to any other legal remedies under this Agreement. 12.5 Severance. If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 

12.6 Assignment. Neither Party to this Agreement may assign, sell or transfer its rights or obligations under this Agreement to any other firm or entity without first obtaining the written permission of the other party hereto; except that either party may assign all of its rights and obligations under this Agreement without the other party’s consent to an Affiliate or to a successor-in-interest to its business related to this Agreement (including a successor by way of merger, acquisition, sale of all or substantially all assets, or change of control). 

12.7 Entire Agreement. This Agreement (including the Order Forms and any addenda hereto signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. 

12.8 Standard Terms of Customer. No terms, provisions or conditions of any purchase order, acknowledgement, or other business form that Customer may use in connection with the provision of this Agreement hereunder will (i) have any effect on the rights, duties, or obligations of the parties hereunder, or (ii) otherwise modify, amend, or add language to this Agreement, regardless of any failure of Nexus to object to such terms, provisions, or conditions. 

12.9 Modification of Agreement. This Agreement may be modified or changed only by a written addendum signed by the duly authorised representatives of each party. 

12.10 Marketing. Customer hereby grants Nexus the right to use the name and service marks of Customer in its marketing materials or other oral, electronic, or written promotions, which shall include naming Customer as a client of Nexus and describing how FSX has benefited its operations. In doing so, Nexus shall inform and allow Customers to review the use of its name and service marks in such marketing materials. In addition, Customer hereby grants Nexus the right to display its logo (or other identifying information) and a hyperlink to Customer’s website on the homepage of Nexus’s website. In doing so, Nexus shall inform and allow Customer to review the use of its logo and hyperlink on Customer website. Nexus may elect to issue a press release or case study related to this Agreement. In doing so, any release shall be approved by Customer and such approval shall not be unreasonably withheld. 

12.11 Applicable Law. This Agreement will be interpreted and construed in pursuant to the laws of Singapore without regard to conflicts of laws and provisions. The parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 12.12 Applicable Language. The language of the arbitration shall be English. Notwithstanding any of the foregoing, the parties shall have the right to seek injunctive relief in the courts of Singapore. The parties agree that the official language of this Agreement and any related documents is English. In the event of a conflict between a non-English version of Agreement or any related documents (even if prepared or executed in that language), then the official English translation shall prevail. 

¹ The website www.nexusfrontier.tech (“Website”) and the software application (“Nexus FSX”) is operated by Nexus Frontier Tech (Asia) Pte. Ltd. [Company Registration No. 201938397R], a company incorporated in Singapore with its registered address at 6 Battery Rd, #03-68, The Work Project @ Six Battery Road Singapore 049909. Nexus FSX is the brand name used by Nexus Frontier Tech (Asia) Pte. Ltd. under which all the services mentioned in this document are provided. Nexus Frontier Tech (Asia) Pte. Ltd. owns and retains all rights and interest in Nexus FSX, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with Nexus FSX.