GENERAL TERMS

WE, KUBEGRADE PTE. LTD., a company incorporated in Singapore (“Company”), own the copyright, rademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Company’s platform

and services, including Kubernetes lifecycle automation, infrastructure analysis, operational intelligence, integrations, software components, documentation and related technologies (collectively, the “Services”) that you (“Client” or “you”) have subscribed to or ordered via an order form, subscription agreement, invoice or other commercial agreement with the Company (“Order Form”). It is unlawful to access or utilise the Services in any way without a valid licence, subscription or contractual agreement with the Company. The Company is willing to license access to and use of the Services to you only on the condition that you accept all of these Terms and Conditions. Please read these Terms and Conditions carefully before accessing or using the Services. By submitting an Order Form to the Company, subscribing to the Company’s platform or services, creating an account, or otherwise accessing or using the Services, you agree to be bound by these Terms and Conditions. If you do not agree with these Terms and Conditions, the Company is unwilling to grant you any license to access or use the Services and you must not access or use the Services in any manner. By accessing, signing up for, or placing an order with Kubegrade, you confirm that you agree to and are bound by the terms contained in these Terms and Conditions. These terms apply to the entire website, platform, application interfaces, APIs, documentation and any communications between you and the Company, including email or other forms of communication. Under no circumstances shall the Company or its team be liable for any direct, indirect, special, incidental or consequential damages, including but not limited to loss of data, infrastructure disruption, system downtime, or loss of profits arising out of the use of, or inability to use, the materials or Services provided through the Company’s platform, even if the Company or an authorised representative has been advised of the possibility of such damages. If your use of materials from the Company’s site or Services results in the need for servicing, repair, recovery or correction of systems, clusters, infrastructure, software, equipment or data, you assume any costs thereof. The Company will not be responsible for any outcome that may occur during the course of usage of the Services, including but not limited to automated infrastructure recommendations, AI-generated operational insights, configuration analysis, upgrade planning or integration outcomes. The Company reserves the right to modify pricing, features, policies, or resource usage limits at any time. Privacy Policy For information regarding how the Company collects, processes and handles personal data and operational data in connection with the Services, please refer to the Company’s Privacy Policy available on the Company’s website.

2.LICENSE

In consideration of your agreement to be bound by these Terms and Conditions, the Company grants you a limited, revocable, non-exclusive, non-assignable, nonsublicensable, non-transferable, royalty-free, worldwide license to access and use the Services in accordance with these Terms and Conditions during the term of your subscription as specified in the applicable Order Form. This license is granted solely for your internal business purposes as the subscriber of the Services and is for your benefit only.

3.TERMS OF USE

You are permitted to access and use the Services subject to the following conditions:

1. the Services shall be accessed and used solely for legitimate internal business operations relating to your infrastructure, software platforms, and Kubernetes environments;
2. login credentials must not be shared or used by more than one individual authorised user. You shall notify the Company immediately if you believe that an unauthorised third party has accessed your account or if your account credentials or data have been compromised;
3. you shall access the Services only via systems, infrastructure, or devices under your control or authorised management;
4. your access and use of the Services shall not exceed the limits permitted under these Terms and Conditions or any applicable Order Form;
5. you shall not sub-license, assign, rent, lease or transfer the licence to access or use the Services;
6. you shall not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Services;
7. you shall not remove, obscure, modify or alter any proprietary rights notices, product identification markings or restrictions included in the Services;
8. prior to allowing access to the Services by your employees, contractors or agents, you must ensure that such individuals are informed of and comply with these Terms and Conditions;
9. you may not assign, transfer, subcontract or otherwise part with access to the Services or any rights or obligations under these Terms and Conditions without the prior written consent of the Company.

Termination of this Agreement shall not limit any of the Company’s rights or remedies at law or in equity in the event of breach by you of any obligation under
this Agreement.

4.DATA

In the course of providing the Services, the Company may collect operational telemetry, infrastructure metadata, system diagnostics, usage statistics, performance metrics, logs, configuration metadata and similar information relating to the operation of the Services and your interaction with them (“Data”).
This Data may include analytics generated through monitoring instrumentation, platform interactions, infrastructure metadata and operational insights derived from Kubernetes clusters or related systems connected to the Services. You represent and warrant that you own or have obtained all necessary rights, permissions and authorisations to provide the Data to the Company for the purpose of enabling the Company to deliver the Services. Nothing in these Terms restricts the Company’s right to collect operational telemetry or analytics relating to the functioning of the Services, provided that such data will not be disclosed in a form that identifies you or your authorised users except to the Company’s employees, contractors or service providers who are subject to confidentiality obligations.The Company will process and protect such Data in accordance with its Privacy Policy and applicable data protection laws.

5.PURPOSE

All purchases of the Services must be made for purposes integral to your internal business operations and are strictly for your own use. The Services may not be used by your subsidiaries, holding companies, affiliates, partners or third parties unless expressly permitted in the applicable Order Form.

6.ACCESS

The Company reserves the right, at its sole discretion, to deny access to the Services or any part thereof without notice where a user breaches these Terms and Conditions or engages in conduct that threatens the integrity, security or reliability of the Services.

7.THIRD PARTY ACCESS

The Services may operate with or rely on integrations and systems provided by third parties (“Third-Party Services”), including but not limited to cloud platforms, CI/CD systems, infrastructure tooling, Git repositories, monitoring platforms, and infrastructure-as-code systems. The Company is not responsible for the operation, reliability or availability of such Third-Party Services. You are responsible for obtaining all necessary permissions, licenses and rights required to allow the Services to access such Third-Party Services. Any exchange of data or interaction between you and a third-party provider is solely between you and that third party and governed by that third party’s terms.

8.PAYMENTS

Fees for access to the Services are described in the applicable Order Form or invoice.
Unless otherwise stated, fees are payable in United States Dollars and are exclusive of taxes, bank charges, remittance fees and currency conversion costs. Invoices are issued in accordance with the billing schedule specified in the Order Form. Subscription fees are payable in advance and are due within thirty (30) days
of the invoice date unless otherwise specified. All payment obligations are non-cancelable and fees paid are non-refundable unless expressly stated otherwise in the Order Form.

9.EXCLUSION

The Company does not warrant that:

1. access to the Services will be uninterrupted, secure or error-free;
2. the Services or their outputs will be completely accurate, complete or reliable;
3. the Services will meet your specific operational requirements;
4. the Services will detect or prevent all infrastructure issues, security risks, misconfigurations or operational failures.

All warranties not expressly stated in these Terms are disclaimed to the maximum
extent permitted by law.

10.LIMITATION

To the fullest extent permitted by law, the Company shall not be liable for any
damages arising from:

1. inaccuracies, errors or omissions in the Services or related documentation;
2. the unavailability or disruption of the Services;
3. delays in service delivery;
4. infrastructure misconfiguration or operational failures resulting from recommendations or analysis generated through the Services;
5. any programs, configurations or data created or stored using the Services.

11.MAXIMUM LIABILITY

The Company’s maximum liability arising out of or relating to the Services shall not exceed the total subscription fees paid by you to the Company during the twelve (12) months preceding the event giving rise to the claim. The Company shall not be liable for indirect, incidental, special, consequential or punitive damages including loss of profits, loss of data, infrastructure downtime or business interruption.

12.TEMPORARY SUSPENSION

The Company may temporarily suspend access to the Services if:
(a) your usage poses a security risk to the Services or other customers;
(b) your usage violates applicable laws or these Terms;
(c) you fail to pay applicable fees.
The Company will use commercially reasonable efforts to notify you of such
suspension

13.TERMINATION

Your license to access the Services shall automatically terminate if you breach these Terms, fail to pay subscription fees, or cease using the Services. Upon termination you must immediately cease using the Services and delete all associated credentials and access mechanisms.

14.VARIATION

The Company may revise these Terms at any time. Continued use of the Services constitutes acceptance of any updated Terms.

15.SEVERABILITY

If any provision of these Terms is deemed unenforceable, the remaining provisions shall remain in full force and effect.

16.WAIVER

Failure by the Company to enforce any provision shall not constitute a waiver of its rights.

17.WAIVER

You agree to defend, indemnify and hold harmless the Company and its officers,employees and agents against claims arising from your use of the Services or your data.

18.SECURITY

The Company implements industry-standard security practices designed to protect the confidentiality and integrity of operational data processed through the Services.

19.CONFIDENTIALITY

Confidential Information means any information disclosed by either party that is marked confidential or reasonably understood to be confidential.

20.NON-DISCLOSURE

Each party agrees not to disclose Confidential Information except to personnel who require access to perform obligations under this Agreement.

21.PERMITTED DISCLOSURE

Disclosure is permitted if the information is publicly known, independently developed, or required by law.

22.INTELLECTUAL PROPERTY

All rights, title and interest in the Services, including software, algorithms, AI models, architecture, documentation, user interfaces, and underlying technologies remain the exclusive property of the Company.

23.RELATIONSHIP

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

24.MARKETING

The Company may identify you as a customer and display your name and logo in marketing materials unless otherwise agreed in writing.

25. FORCE MAJEURE

The Company shall not be liable for failure to perform due to events beyond its reasonable control.

26. LAW AND JURISDICTION

These Terms shall be governed by the laws of Singapore. Any disputes shall be subject to the exclusive jurisdiction of the courts of Singapore.

27. INTERPRETATION

References to “Company” include its officers, employees and agents. References to “Client” include your authorised personnel.

28. ENTIRE AGREEMENT

These Terms together with the Order Form constitute the entire agreement between the parties.

29. NOTICE

All notices shall be deemed duly given when delivered via email or through the Services platform.