GovernanceApp Services & Subscription Agreement

Effective Date: —

These Terms of Service ("Terms" or "Agreement") are entered into between Intellectus Universe Pte. Ltd. (UEN: 202556427R), a company incorporated in Singapore with its registered address at 12 Woodlands Square, #13-79, Woods Square, Singapore 737715 ("Service Provider", "IU", "we", "our" or "us"), and * ("Client", "you" or "your").

* Fields marked with an asterisk are mandatory.

By creating an account, clicking "I agree", signing below, or otherwise accessing or using GovernanceApp, you accept these Terms on behalf of yourself and, where applicable, your firm or organisation. If you do not agree, please do not use the Service.

1.About GovernanceApp

1.1GovernanceApp is an enterprise governance intelligence platform developed by IU that supports the end-to-end secretarial and governance workflow — including AI-assisted preparation of documents for board meeting, regulatory research, corporate drafting, engagement management, and a firm-wide Templates repository (hereinafter the "Service").

1.2The Service is hosted on reputable cloud infrastructure. Additional features and modules may be introduced, modified or withdrawn from time to time; we will give reasonable notice of any change that materially reduces the Service.

2.Free Trials & Discounts

2.1IU may, at its sole discretion, offer a free trial period, a promotional credit allowance, or a special discount to new sign-ups, existing clients, or any other group of users. Any such offer is discretionary, may vary between clients, and may be amended, extended or withdrawn by IU at any time without creating an entitlement for other clients.

2.2No subscription fees are payable during a free trial. There is no obligation to subscribe following completion of a trial.

3.Subscription, Credits & Payment

3.1Paid use of the Service is billed under the plan you select or that is assigned to your account (each a "Plan"), and is metered through a shared credit pool as described in your Plan and in-app billing dashboard.

3.2Fees are payable in advance for the applicable billing cycle and are processed through our payment provider. Except as required by law or as we expressly agree, fees are non-refundable.

3.3We may change Plan pricing or credit allowances for future billing cycles on reasonable prior notice. Changes will not apply retroactively to a period you have already paid for.

4.Licence to Use the Service

4.1Subject to your compliance with these Terms and payment of applicable fees, IU grants you a non-exclusive, non-transferable, revocable licence to access and use GovernanceApp — including the Templates — solely for your own or your firm's internal governance and business purposes.

4.2This licence does not permit you to resell, sublicense, redistribute, or otherwise make the Templates, or any other part of the Service available to any third party as a standalone product or service, whether for a fee or free of charge.

4.3You must not, and must not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, or architecture of the Service; (b) use the Service to build, train, or improve a competing product or service; or (c) systematically scrape, bulk-extract, or copy the Templates, or any contents of Knowledge, and Intelligence for use outside the Service.

5.AI Assistance — Human-in-the-Loop

5.1GovernanceApp uses artificial intelligence to assist — not replace — the professional judgment of qualified governance practitioners. The Service is a productivity tool, not a substitute for the human review, verification, and independent legal judgment that must remain part of every governance task you perform.

5.2AI-generated outputs may contain errors, omissions, or references to outdated laws, regulations, or sources. You must independently review, verify, and where appropriate have a qualified professional check any output before relying on it, filing it, sending it to a client or counterparty, or otherwise acting on it.

5.3You remain solely and fully responsible for all governance work, advice, filings, and other tasks you perform using the Service, and for exercising professional judgment consistent with your applicable professional and regulatory obligations. Nothing in the Service constitutes legal advice, and no attorney-client or equivalent professional relationship is created between you and IU.

6.Your Data, Confidentiality & Data Processing

6.1All documents, templates, precedents, work product, and other information you upload or generate through the Service remain your property. IU does not sell or commercially exploit your confidential information or that of your clients.

6.2IU processes personal data and other information you submit to the Service solely to provide, maintain, and improve the Service, in accordance with our Privacy Policy, Security Policy, and Annex A, which forms part of these Terms. Any processing of personal data in Client Materials uploaded by or on behalf of the Client shall also be governed by Annex A, and in the event of any inconsistency between these Terms and Annex A in relation to the processing of personal data, Annex A shall prevail solely to the extent necessary to give effect to the parties' data-processing obligations, and otherwise these Terms shall remain in full force. This includes appropriate technical and organisational measures to protect your data, use of vetted sub-processors where necessary to operate the Service, and deletion or return of your data on request following termination, subject to any retention we are required by law to maintain.

6.3Each party shall keep confidential any non-public information disclosed by the other in connection with the Service, and shall not disclose it except to personnel or contractors who need it to perform their obligations and who are bound by equivalent confidentiality obligations. This Clause 6 survives termination of this Agreement.

6.4You acknowledge that de-identified or aggregated usage insights, technical diagnostics, and product performance information may be used by IU for Service improvement, quality assurance, and research purposes, without including client-identifiable confidential information.

7.Intellectual Property

7.1IU and its licensors retain all right, title, and interest in and to the Service, including its software, models, design, Templates, Knowledge and Intelligence content supplied by IU, except for any Client-supplied content within them.

7.2You retain all right, title, and interest in your own documents, data, and work product uploaded to or generated through the Service.

8.Term, Suspension & Termination

8.1This Agreement commences on the Effective Date and continues for the term of your Plan, renewing automatically unless cancelled in accordance with your Plan's terms.

8.2Either party may terminate for convenience on written notice, or immediately if the other party materially breaches this Agreement and fails to remedy the breach within a reasonable period after notice. IU may also suspend or limit access to protect the Service, other users, or to comply with law.

8.3Any failure by you to pay any amounts due under this Agreement or your Plan when due shall constitute a material breach of this Agreement, and IU may suspend the Service or terminate this Agreement immediately.

8.4On termination, your right to access the Service ends. We will provide a reasonable opportunity to retrieve your data before deletion, except where you request earlier deletion or law requires otherwise.

9.Incorporation of Standard Terms

9.1The following ai2bundle.co policies are incorporated by reference and form an integral part of this Agreement:

• Terms of Service — www.ai2bundle.co/terms
• Privacy Policy — www.ai2bundle.co/privacy
• Security Policy — www.ai2bundle.co/security

9.2Where any provision of those general policies conflicts with a GovernanceApp-specific provision of this Agreement, this Agreement governs to the extent of the inconsistency, solely in relation to GovernanceApp.

10.Disclaimers & Exclusion and Limitation of Liability

10.1The Service is provided "as is" and "as available." IU does not warrant that AI-generated outputs will be accurate, complete, current, or fit for any particular purpose, or that the Service will be uninterrupted or error-free.

10.2To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of profits, revenue, or business opportunities, loss of data or information, loss of goodwill or reputation, business interruption, cost of substitute services, or any other intangible losses. This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

10.3For the avoidance of doubt, the Parties agree that all liability of the Service Provider arising out of or in connection with this Agreement shall be governed by, and subject to, the limitation and exclusion provisions set out in the Service Provider's Terms and Conditions, as applicable.

10.4Nothing in this Agreement excludes liability that cannot lawfully be excluded.

11.Good Faith & General

11.1The parties intend to cooperate constructively; should any issue arise, both parties will work together in good faith towards a practical resolution before pursuing formal dispute resolution.

11.2This Agreement, together with the policies incorporated under Clause 9 and your Plan, constitutes the entire agreement between the parties on this subject and supersedes prior discussions on the same subject. IU may update these Terms from time to time by posting the updated version and, where changes are material, giving reasonable notice; continued use after the effective date of an update constitutes acceptance. You may not assign this Agreement without IU's consent; IU may assign it in connection with a merger, acquisition, or sale of assets. If any provision is held unenforceable, the remainder continues in effect.

12.Governing Law & Dispute Resolution

12.1This Agreement is governed by the laws of Singapore.

12.2Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed incorporated by reference into this clause. The seat of arbitration shall be Singapore, the Tribunal shall consist of one (1) arbitrator, and the language of the arbitration shall be English.

13.Acceptance

13.1For self-service sign-ups, you accept this Agreement electronically by creating an account and/or checking the "I agree to the Terms of Service" box during registration, which is as valid and binding as a physical signature.

13.2For enterprise clients onboarded directly by IU, this Agreement may instead be countersigned below or executed as an e-signed copy provided at onboarding.

ANNEX A — Data Processing Agreement

This Data Processing Agreement ("DPA") is an integral part of Terms of Service (Services & Subscription Agreement) governing the Parties. Any words in capital letters are defined under this DPA or Terms of Service.

1.Recitals

1.1The Client has engaged the Service Provider to provide access to and use of the GovernanceApp and its related functionalities under the Terms of Service (hereafter "Principal Agreement").

1.2In connection with the Service, the Client may upload governance documents and other materials containing Personal Data.

1.3The Parties wish to set out their respective obligations in relation to the Processing of such Personal Data.

2.Definitions

2.1In this DPA, unless the context otherwise requires:

2.1.1Client Materials means any documents, files, data, instructions, content, or information uploaded, submitted, provided, or otherwise made available by or on behalf of the Client.

2.1.2Client Personal Data means Personal Data disclosed by or on behalf of the Client to the Service Provider, including Personal Data contained in Client Materials, output, metadata, logs, annotations, and derivatives generated in connection with the Service.

2.1.3PDPA means the Personal Data Protection Act 2012 of Singapore.

2.1.4Personal Data has the meaning given in the PDPA.

2.1.5Process or Processing means any operation performed on Personal Data, including access, use, collection, storage, organisation, retrieval, consultation, adaptation, disclosure, transmission, deletion, erasure, or destruction.

2.1.6Principal Agreement means the Terms of Service between the Parties governing the Service, including the Service Provider's Terms and Conditions and any applicable platform policies.

2.1.7Service means the service provided by the Service Provider under the Principal Agreement.

3.Status and purpose

3.1In rendering the Service to the Client, the Service Provider may process personal data contained in Client Materials uploaded by or on behalf of the Client, and shall act as a data intermediary to the extent of such processing under the PDPA.

3.2The Service Provider is not obliged to Process Client Personal Data except to the extent necessary to provide the Service, comply with applicable law, protect the Service Provider's rights, or exercise its rights under the Principal Agreement.

3.3The Client remains responsible for the lawfulness of its provision of Client Materials and its instructions to the Service Provider.

4.Instructions and permitted use

4.1The Service Provider shall Process Client Personal Data only:

• (a) in accordance with the Client's instructions;
• (b) as necessary to provide, maintain, secure, support, or improve the Service;
• (c) for account administration, billing, audit, fraud prevention, troubleshooting, legal compliance, and incident response; or
• (d) as required by law.

4.2The Service Provider may rely on any instruction it reasonably believes has been given by an authorised representative of the Client.

4.3The Service Provider is not responsible for verifying the legality, accuracy, completeness, or appropriateness of Client Materials or Client instructions.

5.Security and providers

5.1The Service Provider shall implement commercially reasonable administrative, physical, technical, and organisational measures designed to protect Client Personal Data against unauthorised access, disclosure, loss, misuse, destruction, or alteration.

5.2The Service Provider may use the sub-processors and other third-party providers set out in Schedule 1 or such other comparable providers as the Service Provider may determine from time to time.

5.3The Service Provider may use third-party infrastructure and service providers in connection with the Service and may replace or add comparable providers from time to time in its reasonable discretion.

6.Disclosure and transfers

6.1The Service Provider may disclose Client Personal Data to its personnel, contractors, sub-processors, and third-party service providers to the extent reasonably necessary for the provision, maintenance, support, security, or operation of the Service.

6.2The Service Provider shall not disclose Client Personal Data to any sub-processor or third-party service provider except to the extent such disclosure is reasonably necessary for the provision, maintenance, security, support, or improvement of the Service, or is otherwise authorised under this DPA, the Principal Agreement, or required by law.

6.3The Client consents to the transfer, storage, or processing of Client Personal Data outside Singapore where reasonably required for the Service or the Service Provider's infrastructure.

6.4The Service Provider may take such contractual, technical, or organisational measures as it considers appropriate in its reasonable discretion to support cross-border processing.

7.Access and correction

7.1The Service Provider shall provide reasonable assistance to the Client in relation to access or correction requests concerning Client Personal Data in its possession or control, subject to the Service Provider's operational capabilities and any applicable fees under the Principal Agreement.

7.2The Client shall provide sufficient information to identify the relevant data and to verify the authority of the request.

8.Retention and deletion

8.1The Service Provider may retain Client Personal Data for as long as reasonably necessary for the Service, security, audit, dispute management, backup, legal compliance, or as otherwise set out in the Principal Agreement or its policies.

8.2Upon termination of the Service or the Client's written request, the Service Provider may delete or anonymise Client Personal Data within a reasonable period, subject to backup cycles, legal retention requirements, and technical limitations.

8.3Where the Service Provider is required to delete Client Personal Data, it shall do so in accordance with its standard retention and overwrite processes, subject to any applicable legal retention requirements and technical limitations.

9.Breach notification

9.1The Service Provider shall notify the Client without undue delay after becoming aware of a confirmed material security incident affecting Client Personal Data, to the extent required by applicable law.

9.2The Service Provider's notification obligations are limited to information reasonably available at the time and may be updated as further facts become known.

9.3The Service Provider may investigate and remediate the incident in its discretion and may withhold details to the extent necessary for security, law enforcement, legal privilege, or incident containment.

10.Client warranties and obligations

10.1The Client shall ensure that its use of the Service and provision of Client Materials complies with applicable law.

10.2The Client represents and warrants that it is lawfully entitled to provide Client Materials to the Service Provider and to instruct the Service Provider to Process Client Personal Data for the purposes of the Service, and that all notices, consents, and other legal bases required for such Processing have been obtained or made by the Client.

10.3The Client shall not upload to the platform any material that it does not have the right to provide to the Service Provider.

10.4The Client remains solely responsible for the accuracy, quality, legality, and appropriateness of Client Materials and the conclusions it draws from any output.

11.Third-party terms

11.1The Client acknowledges that the Service may involve third-party providers and that the Client may be subject to relevant third-party terms, policies, or usage restrictions notified by the Service Provider or made available through the Platform.

11.2The Client shall comply with such third-party terms to the extent they apply to the Client's use of the Service.

11.3This DPA governs the Parties' respective obligations concerning Client Personal Data, but does not amend any separate agreement between the Service Provider and its third-party vendors.

12.Limitation of liability

12.1For the avoidance of doubt, the Parties agree that all liability of the Service Provider arising out of or in connection with this DPA shall be governed by, and subject to, the limitation and exclusion provisions set out in the Principal Agreement and/or the Service Provider's Terms and Conditions, as applicable.

12.2Nothing in this DPA shall be construed as expanding the Service Provider's liability beyond that expressly assumed under those documents.

13.Indemnity

13.1The Client shall indemnify and keep indemnified the Service Provider and its officers, employees, contractors, and agents against all losses, liabilities, claims, damages, costs, and expenses arising from:

• (a) the Client's breach of this DPA;
• (b) the Client's unlawful or unauthorised provision of Client Materials;
• (c) any claim that the Service Provider's Processing of Client Personal Data in accordance with the Client's instructions infringes third-party rights or applicable law; or
• (d) the Client's misuse of the Service.

14.Governing law and dispute resolution

14.1This DPA is governed by the laws of Singapore.

14.2Any dispute arising out of or in connection with this DPA, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed incorporated by reference into this clause. The seat of arbitration shall be Singapore, the Tribunal shall consist of one (1) arbitrator, and the language of the arbitration shall be English.

SCHEDULE 1 — Third-Party Infrastructure and Service Providers

Sub-processor	Purpose	Location
Anthropic, PBC	AI provider	United States
AssemblyAI, Inc.	AI provider	United States
Cloudflare, Inc.	Cloud infrastructure and hosting	Asia-Pacific (Singapore)
Google LLC	Cloud services and integrations	Region of the client’s own account
ILOVEPDF, S.L.	Document processing	European Economic Area
Microsoft Corporation	Cloud services and integrations	Region of the client’s own account
OpenAI, LLC	AI provider	United States
OpenRouter, Inc.	AI provider	United States
OpenSanctions Datenbanken GmbH	Compliance screening services	Germany
Perplexity AI, Inc.	AI provider	United States
Resend, Inc.	Email delivery	United States
Squarespace, Inc.	Website and domain services	United States
Stripe, Inc.	Payment processing	United States
Zoom Communications, Inc.	Meeting services and integrations	United States