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Version : 1.0, Last Updated on : 28 May 2021




TERMS OF USE

IQAX APPLICATIONS



The following terms and conditions (these “Terms”, together with the Service
Contract, any Service Form(s) (including any Special Terms), the Data Protection
Addendum and the Privacy Policy, being the “Agreement”) shall govern your use
and receipt of the Services. By placing an order or using the Services, you
agree to these Terms. IQAX may amend these Terms from time to time as set out in
paragraph 13 below. Any Special Terms shall prevail over these Terms to the
extent of any inconsistency but no further.



1. SERVICES


1.1 The Services provided by IQAX to you are those set out in the applicable
Service Form(s).

1.2 Subject to paragraph 1.4 IQAX shall provide the Services to you with
commercially reasonable care and skill, subject to your compliance with the
Agreement.

1.3 IQAX hereby grants to you, during the term of the Agreement, a limited,
non-exclusive, non-transferable, non-sub-licensable, personal and revocable (in
accordance with the Agreement) licence to access and use the Services as set out
in the applicable Service Form(s) in accordance with the Agreement.

1.4 IQAX may provide you with a free trial of the Services for a limited period
of time as set out in the applicable Service Form(s). IQAX may, in its sole
discretion and at any time, on notice to you suspend or terminate any free trial
of the Services it provides to you. Your use of the Services during any such
trial period must be in accordance with the Agreement. You acknowledge and agree
that during any such trial period the Services are provided to you by IQAX “as
is” and, subject to paragraph 7.1 below, IQAX shall not be liable for any loss,
whether direct or indirect, arising out of or in connection with your receipt of
the Services during such trial period.

1.5 You must designate on each Service Form an account administrator and contact
person who shall be responsible for managing your accounts and nominating and
appointing any persons authorised to use and/or access the Services (together
with the account administrator and contact person, “Your Users”). The following
categories of persons shall be permitted to be Your Users: (i) your current
employees, contracted individuals, officers and directors; and (ii) your
customers who have entered into a written agreement pursuant to which they agree
to be bound by the relevant terms of the Agreement (including, without
limitation, with respect to conditions of authorised use, confidentiality and
compliance with Applicable Law). You shall be responsible for Your Users’ access
to and use of the Services and shall ensure Your Users comply at all times with
the terms of the Agreement governing such access and use. You must only use the
Services for your own business purposes and you may not allow any third parties
to access or use the Services except as expressly permitted by the Agreement.
You shall ensure that no more users access or use the Services than are
permitted by the applicable Service Form(s). For the avoidance of doubt, Your
Users shall be permitted to share any tracking information (including, without
limitation, tracking links) generated by the IQAX Applications with third
parties and this shall not count towards the number of users permitted to use or
access the Services by the applicable Service Forms(s), provided that IQAX shall
be permitted to require such third parties to accept, by means of a popup
window, the Terms before granting them access to the relevant tracking
information generated by the IQAX Applications.

1.6 IQAX may, in its sole discretion, at any time and without notice, modify any
of the Services provided that such modification does not have a material adverse
effect on the functionality of the Services.

1.7 You shall not, and shall procure that Your Users shall not, interfere with,
reverse engineer (whether by decompiling, disassembling or otherwise except to
the extent that it is not possible to prohibit such acts pursuant to Applicable
Law), gain unauthorised access to or otherwise make unauthorised use of IQAX’s
systems (including but not limited to the IQAX Platform).

1.8 IQAX and/or its representatives may, on 30 days’ notice to you, at IQAX’s
own cost audit your receipt and use of the Services to establish your and Your
Users’ compliance with the terms of the Agreement. You shall provide, and
procure that Your Users provide, all access, information and assistance
reasonably requested by IQAX in respect of such audit.

1.9 IQAX may, at its sole discretion, limit, suspend or terminate your or Your
Users’ use of and/or access to the Services or any part thereof, to preserve the
security and integrity of IQAX’s systems or if there has been, or IQAX
reasonably believes that there has been or is reasonably likely to be, any
unauthorised use of the Services or a breach of this Agreement by you or Your
Users.


2. CHARGES AND PAYMENT


2.1 You shall pay all fees, charges, costs and expenses set out in the
applicable Service Form(s) in the currency(ies) specified in the applicable
Service Form(s).

2.2 Unless otherwise agreed in writing, all amounts owed by you to IQAX under
the Agreement shall be due and payable within 30 days of receipt of an invoice
by such means as IQAX may specify from time to time. If IQAX has not received
payment from you within 30 days after the due date, without prejudice to any
other rights and remedies it may have: (i) IQAX may disable your and Your Users’
access to all or part of the Services; (ii) IQAX shall be under no obligation to
provide any or all of the Services to you while the amounts concerned remain
unpaid; and (iii) interest shall accrue on a daily basis on such unpaid amounts
at an annual rate as may be specified in the applicable Service Form(s) and, in
all other cases, at an annual rate equal to 4% over the then current best
lending rate of The Hongkong and Shanghai Banking Corporation Limited or (in the
event that such rate is not available) such other rate as IQAX may reasonably
specify from time to time (or, if that amount is higher than the maximum rate
prescribed by Applicable Law, the maximum rate prescribed by Applicable Law
shall apply), commencing on the due date and continuing until fully paid.

2.3 Any amount stated in the Agreement to be payable in respect of any supply of
services under the Agreement (including the charges for the Services) shall be
exclusive of any amounts in respect of sales, customs or other duty, tax or levy
imposed by an authority which shall be added to IQAX’s invoice(s) at the
appropriate rate. Any payment to be made under the Agreement shall be made in
full, free and clear of any set-off, restriction, condition or counterclaim and
without any deduction or withholding for or on account of tax, save as required
by Applicable Law. To the extent any deduction or withholding for or on account
of tax is required to be made by Applicable Law, you shall pay to the IQAX such
sum as will, after the deduction or withholding has been made, leave the IQAX
with the same amount as it would have been entitled to receive in the absence of
any such requirement to make a deduction or withholding.


3. YOUR DATA


3.1 As between you and IQAX, you shall own all right, title and interest in and
to all of Your Data and you shall have sole responsibility for the legality,
reliability, integrity, accuracy and quality of all of Your Data.

3.2 You hereby grant to IQAX and its sub-contractors a royalty-free,
irrevocable, perpetual, non-exclusive, worldwide, sub-licensable right to
access, store and use Your Data to provide and maintain the Services and improve
the security, performance and functionality of the IQAX Platform. You undertake,
represent, warrant that you have the necessary rights and permissions to grant
this licence and to Post Your Data using the IQAX Platform.

3.3 You shall indemnify IQAX and its affiliates and its and their respective
directors, officers, contractors, employees and agents and keep all of the
foregoing fully and effectively indemnified against any claim of alleged or
actual infringement of any Intellectual Property Rights or any other rights
owned by a third party, or any breach of Applicable Law, in each case arising
out of or in connection with (i) you Posting Your Data; or (ii) to the extent
resulting from you Posting Your Data, you or Your Users using the IQAX Platform
or the Services or IQAX or its sub-contractors operating the IQAX Platform or
providing the Services.

3.4 IQAX shall delete Your Data from the IQAX Platform upon expiry or
termination of the Agreement or the relevant Services and upon your written
request within 180 days, except to the extent that: (i) Your Data forms part of
a blockchain transaction on the IQAX Platform; or (ii) IQAX retains Your Data in
accordance with Applicable Law or IQAX’s retention policies (including in system
backups).

3.5 All use by you and Your Users shall be subject to IQAX’s privacy policy as
updated from time to time, which can be found here:
https://www.iqax.com/pss.htm. You also agree to the terms of the Data Protection
Addendum, as updated from time to time, which can be found here:
https://www.iqax.com/dpa.htm and shall form part of these Terms and the
Agreement.

3.6 You agree not to Post using the IQAX Platform: (i) any viruses, trojan
horses or other malware; or (ii) any information or data that is in any way
illegal, offensive, abusive, violent or incites hatred or violence, defamatory,
discriminatory, deceptive or otherwise inappropriate or that infringes or makes
unauthorised use of any rights of a third party or breaches the privacy of any
individual.

3.7 IQAX may, from time to time, disclose or delete Your Data to comply with
lawful requests from a court of competent jurisdiction or relevant governmental
authority.


4. TERM AND TERMINATION


4.1 The relevant Service Form(s) shall set out the commencement and end dates
(including any applicable renewal periods) for IQAX’s provision of the Services
to you.

4.2 IQAX may terminate the Agreement in whole or in part immediately on notice
to you if you are in material breach of the Agreement and such material breach,
if capable of remedy, has not been remedied to IQAX’s reasonable satisfaction
within 20 Business Days of you receiving notice from IQAX to remedy the breach.
Non-payment of any amount due and payable under the Agreement by you shall
constitute a material breach.

4.3 You may terminate the Agreement in whole (but not in part) immediately on
notice to IQAX if IQAX is in material breach of the Agreement and such material
breach has not, if capable of remedy, been remedied by IQAX within 20 Business
Days of being notified of the breach by you.

4.4 IQAX may (except to the extent prohibited by Applicable Law) terminate the
Agreement in whole or in part immediately on notice to you if you experience an
Insolvency Event.

4.5 You may terminate the Agreement on 20 Business Days’ notice to IQAX if the
continued receipt of the Service has, or is reasonably likely to have, a
material adverse impact on you arising due to a change in Applicable Law or any
modifications to the Services by IQAX, provided that you agree to pay all
outstanding charges due to be paid by you under the applicable Service Form(s)
for the remainder of the term and any charges already paid by you shall not be
refunded.

4.6 IQAX may, at any time, elect to discontinue or cease operating the IQAX
Platform or any part thereof, in which case IQAX may, by providing not less than
30 days’ notice to you, terminate the relevant Service(s), provided that IQAX
shall refund to you any charges you have pre-paid in respect of such Service(s)
for the period following the date of such termination.

4.7 On termination of the Agreement or of a particular Service, (i) your licence
to access and use the relevant Service(s) pursuant to paragraph 1.3 shall
terminate immediately; (ii) you must immediately cease to access and use the
relevant Service(s); (iii) save as otherwise expressly stated in the Agreement,
you must pay any outstanding amounts due to IQAX under the Agreement; and (iv)
you may for a period of 20 Business Days following such termination request a
copy of Your Data Posted on the IQAX Platform in relation to the relevant
Service(s) and IQAX shall use reasonable endeavours to provide such copy of Your
Data to you using a means to be agreed between you and IQAX. Termination of the
Agreement shall not affect any rights, liabilities or remedies arising under the
Agreement prior to such termination.


5. INTELLECTUAL PROPERTY


5.1 Save as expressly set out in the Agreement, nothing in these Terms shall be
construed as transferring any ownership to, or granting any licence or other
rights in favour of, you in respect of any Intellectual Property Rights owned by
or licensed to IQAX.

5.2 IQAX shall indemnify you and keep you fully and effectively indemnified
against any claim of alleged or actual infringement of any Intellectual Property
Rights owned by a third party arising out of or in connection with your use of
the Services in accordance with the Agreement, provided that you shall: (i) give
IQAX prompt notice of any such claims of which you become aware: (ii) not make
any admissions or take any other action which might be prejudicial to IQAX
without IQAX’s prior written agreement; (iii) give to IQAX full conduct and
control of any proceedings which may ensue and of any settlement of any such
claim; and (iv) provide all reasonable assistance to IQAX in connection with any
such claim.

5.3 IQAX shall have no liability under the indemnity in 5.2 above if the
infringement or alleged infringement arises (in whole or in part) from the use
of Your Data on the Services, any modification of the Services made other than
by or on behalf of IQAX, any non-compliance by you or Your Users with the
Agreement or acts or omissions of IQAX undertaken in compliance with your
specifications or instructions.

5.4 IQAX may collect ideas, concepts, or techniques for new services or products
from your use of the Services and Your Data provided on the IQAX Applications.
You acknowledge and agree that (i) such ideas, concepts or techniques are not
confidential or proprietary to you or anyone else; and (ii) IQAX shall have the
right to use, display, publish, distribute and exploit any such ideas, concepts
or techniques in any manner it chooses (without any payment or attribution to
you or anyone else).

5.5 You shall treat all information relating to IQAX and your receipt of the
Services (including, without limitation, the Agreement) as confidential and may
not disclose any such information to any person except as strictly required by
Applicable Law or to Your Users: (i) solely to the extent necessary to receive
the Services; and (ii) provided that Your Users are under a duty to keep such
information confidential.


6. WARRANTIES


6.1 You undertake, represent and warrant that: (i) you have the requisite
capacity, power and authority to enter into the Agreement; (ii) you are entering
into the Agreement on your own behalf and not as an agent for an undisclosed
principal; and (iii) you shall only use the Services for your business purposes
only and in accordance with the Agreement at all times.

6.2 Except as expressly set out in the Agreement, IQAX expressly excludes all
representations and warranties (express or implied) in respect of the Services
and otherwise in connection with the Agreement. In particular, IQAX does not
represent or warrant that: (i) the Services will be fit for a particular purpose
or will be uninterrupted or free from defects, error or unauthorised third party
access or disruption; (ii) any defects which affect the Services will be
remedied; (iii) data will be Posted on the IQAX Platform or otherwise made
available in connection with the Services in a timely manner; and (iv) data
Posted on the IQAX Platform or otherwise made available in connection with the
Services by IQAX or any third party is reliable, accurate, complete, of good
quality or complies with Applicable Law.

6.3 You are responsible for ensuring the Services are fit for your purposes and
that all use by you and Your Users of the Services will comply with all
Applicable Law.


7. LIMITATION OF LIABILITY


7.1 Nothing in the Agreement shall exclude or limit the liability of either
party for: (i) death or personal injury resulting from the negligence of that
party, its affiliates and/or their directors, officers, employees, contractors
or agents; (ii) fraud and/or fraudulent misrepresentation by that party, its
affiliates and/or their directors, officers, employees, contractors or agents;
and (iii) any other losses to the extent they are not capable of being excluded
or limited by Applicable Law.

7.2 Subject to paragraph 7.1 above, IQAX, its affiliates and its and their
directors, officers, employees, contractors and agents shall not be liable to
you, whether in contract or in tort (including negligence), for
misrepresentation, breach of any duty (including strict liability) or otherwise
for: (i) any indirect or consequential loss or damage; (ii) any loss of profits,
revenue, sales, business, agreements or contracts, anticipated savings, loss of
or damage to goodwill, or loss or corruption of data (in each case, whether
direct or indirect); or (iii) any loss (whether direct or indirect) arising as a
result of any cyber security incident or other unauthorised access or use
affecting the Services which was not avoided despite IQAX implementing
reasonable information technology security measures.

7.3 Subject to paragraph 7.1 above, the maximum aggregate liability of IQAX, its
affiliates and its and their directors, officers, employees, contractors and
agents arising under or in connection with the Agreement, whether in contract or
tort (including negligence), for misrepresentation, breach of any duty
(including strict liability) or otherwise, in respect of all events occurring in
any Contract Year shall be limited to the fees, charges, costs and expenses paid
by you to IQAX pursuant to the Agreement during such Contract Year.

7.4 You acknowledge and agree that, to extent any claim arises under or in
connection with the Agreement, you must bring such claim within one year of the
events giving rise to the claim arising.


8. COMPLIANCE WITH APPLICABLE LAW


You shall comply with, and ensure that all of Your Users comply with, all
Applicable Law in performing your obligations and exercising your rights under
the Agreement, including without limitation, in respect of anti-bribery,
anti-corruption, data protection and privacy, export control and sanctions.


9. ASSIGNMENT AND SUB-CONTRACTING


9.1 You may not assign, novate or otherwise transfer or dispose of any or all of
your rights and obligations under the Agreement without the prior written
consent of IQAX.

9.2 IQAX may: (i) assign, by notice to you, any or all of its rights under the
Agreement; (ii) novate, by notice to you, the whole of the Agreement to member
of IQAX’s corporate group or to any purchaser of a substantial part of the
business of IQAX (and you shall enter into such documentation as IQAX may
reasonably require for the purpose of effecting such novation); and/or (iii)
sub-contract or delegate the performance of any of its obligations under the
Agreement. IQAX shall be liable to you in respect of all acts or omissions of
any sub-contractor for and to the extent to which, if such acts or omissions
were of IQAX, IQAX would be liable to you pursuant to the Agreement.


10. NOTICES


10.1 A notice under the Agreement shall only be effective if it is in writing
and in English. Email (but not any other form of electronic communication) shall
be permitted for the giving of a notice.

10.2 Any such notice sent to IQAX shall be sent to: 6/F, SAE Technology Centre,
No. 6 Science Park East Avenue, Phase 1, Hong Kong Science Park, Hong Kong (for
the attention of: Customer Services), customerservices@iqax.com.

10.3 Any such notice sent to you shall be sent to the address provided by you on
the Service Contract.

10.4 Notice sent by email shall be deemed served at the time the email is sent,
unless the sending party is notified that the email address is invalid. Notice
sent by courier or delivered by hand shall be deemed served at the time of
delivery. Notice sent by post shall be deemed served 3 Business Days after
posting if via national post or 10 Business Days after posting if via
international airmail.


11. FORCE MAJEURE AND DEPENDENCIES


11.1 Neither party shall be liable to the other party for any delay or failure
to perform any obligations under the Agreement (other than an obligation to pay
an amount of money) to the extent that any such delay or failure is due to any
circumstances beyond the first party’s reasonable control (including, but not
limited to, any act of god, fire, flood, earthquake, exceptionally extreme
weather conditions, epidemic, pandemic, explosion, aircraft crashes or things
falling from aircraft, nuclear incident, chemical or biological contamination,
structural shift or subsidence, war or civil war (whether declared or
undeclared) or armed conflict, invasion or acts of foreign enemies, blockades,
embargoes, hostilities, acts of civil military authority or acts of terrorism,
riot, insurrection, public demonstration, sabotage, acts of vandalism, civil
unrest, commotion or rebellion, and/or any strike, lock-out or other industrial
trade dispute or action (but not including strikes, industrial action and other
similar action involving the affected Party’s (or its subcontractor’s)
workforce)).

11.2 IQAX shall have no liability arising out of or in connection with the
Agreement to the extent that any delay or failure to perform any obligations
under the Agreement is caused in whole or in part by any delay or failure by you
to promptly and completely fulfil any Dependency.


12. WAIVER AND SEVERABILITY


12.1 No delay or omission by IQAX in exercising any right, power or remedy
provided by law or under the Agreement shall affect that right, power or remedy,
operate as a waiver of it or operate as an affirmation of the Agreement. The
single or partial exercise of any right, power or remedy provided by law or
under the Agreement shall not preclude any other or further exercise of it or
the exercise of any other right, remedy of power. The rights, powers and
remedies provided in the Agreement are cumulative and not exclusive of any
rights, powers and remedies provided by law.

12.2 If any provision, or any part thereof, of the Agreement is or shall be
declared or become enforceable, invalid or illegal for any reason whatsoever,
the rest of the Agreement shall remain in full force and effect.


13. ENTIRE AGREEMENT AND VARIATION


13.1 The Agreement constitutes the entire and only agreement between you and
IQAX relating to its subject matter and supersedes and excludes all prior
agreements and understandings between you and IQAX.

13.2 Except in the case of fraudulent misrepresentation: (i) each party
acknowledges that in entering into the Agreement it is not relying upon any pre
contractual statement which is not set out in the Agreement; and (ii) no party
shall have any right of action against any other party arising out of or in
connection with any pre-contractual statement except to the extent that it is
repeated in the Agreement.

13.3 Save as otherwise provided in the Agreement, the provisions of the
Agreement may not be varied except in writing and signed by an authorised
representative of you and IQAX.

13.4 IQAX may, in its sole discretion, on 20 Business Days’ notice, modify the
Agreement (including any fees for use of any of the Services) by notice to you
or by publishing the amended terms and conditions on the IQAX Website which
shall constitute sufficient notice for the purposes of the Agreement. The
amended Agreement shall become effective on the date stated. You may object to
the amended Agreement by notifying IQAX prior to the amendment becoming
effective. If you notify IQAX of your objection to the amended Agreement, IQAX
shall, at its sole discretion, either: (i) continue to provide the Services to
you on the current, unamended terms; or (ii) reject your objection. If IQAX
rejects your objection, IQAX shall notify you of such rejection. Within 20
Business Days after receiving IQAX’s notice of rejection, you may then elect to
terminate the Agreement (including, for the avoidance of doubt, your receipt of
the Services), in which case the Agreement shall terminate and IQAX shall refund
to you any charges already paid by you to the extent that they relate wholly to
Services not received at the date of termination. You acknowledge and agree that
your continued use of the Services on or after the date on which the amended
Agreement is stated to become effective shall constitute acceptance of the
amended Agreement.


14. NO PARTNERSHIP


Unless otherwise agreed in writing, you and IQAX are independent contractors.
Nothing in the Agreement and no action taken by you or IQAX under the Agreement
shall constitute a partnership, association, joint venture or other co-operative
entity between you and IQAX.


15. NO THIRD PARTY RIGHTS


Except where expressly provided in the Agreement, the parties do not intend that
any term of the Agreement should be enforceable, by virtue of the Contracts
(Rights of Third Parties) Act 1999 or otherwise, by any person who is not a
party to the Agreement. The parties may amend the terms of the Agreement
(including to remove any third party rights) without the consent of any third
party having rights under the Agreement.


16. GOVERNING LAW AND JURISDICTION


16.1 The Agreement shall be governed by and shall be construed in accordance
with the laws of England. The parties hereby exclude the United Nations
Convention on Contracts for the International Sale of Goods in its entirety.

16.2 Any matter, claim or dispute arising out of or in connection with the
Agreement, whether contractual or non-contractual, is to be governed by and
determined in accordance with the laws of England and Wales and shall be subject
to the exclusive jurisdiction of the courts of England and Wales.


17. DEFINITIONS AND INTERPRETATION


“Applicable Law” means all laws, statutes, regulations, rules, ordinances,
edicts, bye-laws, mandatory codes of conduct and mandatory guidelines, whether
local, national, international or otherwise, enacted, adopted, issued or
promulgated by any governmental authority and/or common law or otherwise and
that, in each case, are applicable to the parties in the performance of the
Agreement;

“Business Day” means a day other than a Saturday, Sunday or public holiday in
Hong Kong, when banks in Hong Kong are open for business;

“Contract Year” means any period of 12 months commencing on the date you first
start receiving Services under the Agreement or an anniversary thereof;

“Dependency” means any of your obligations under the Agreement and any action
necessary to be carried out by you in order for IQAX to provide the Services to
you, including, but not limited to, any actions set out in the relevant Service
Form(s);

“Insolvency Event” means, in relation to a company: (i) any step is taken with a
view to that company’s winding-up, dissolution or re-organisation (other than
for the purpose of a solvent liquidation or re-organisation); (ii) any step is
taken with a view to the appointment of an administrator, liquidator (other than
in respect of a solvent liquidation), receiver, administrative receiver or
manager in relation to that company or any of its assets; (iii) the holder of
any security interest in relation to any of that company’s assets takes any step
to enforce that security; (iv) that company is or is deemed to be unable to pay
its debts as they fall due, admits inability to pay its debts as they fall due,
suspends making payments on any of its debts or, by reason of actual or
anticipated financial difficulties, commences negotiations with one or more of
its creditors with a view to rescheduling any of its indebtedness; (v) the value
of that company’s assets is less than the amount of its liabilities, taking into
account its contingent and prospective liabilities; (vi) any step is taken by
that company in relation to a composition, compromise, assignment or arrangement
with any of its creditors; or (vii) anything analogous to any of the foregoing
circumstances occurs in relation to that company in any jurisdiction;

“Intellectual Property Rights” means patents, trade marks, rights in designs,
copyrights (including rights in software) and database rights and topography
rights (whether or not any of these is registered and including applications for
registration of any such thing), domain names and all rights or forms of
protection of a similar nature or having equivalent or similar effect to any of
these which may subsist anywhere in the world;

“IQAX” means IQAX Limited, a company incorporated under the laws of Hong Kong
with registration number 2941508 and its registered address at 31/F Harbour
Centre, 25 Harbour Road, Wanchai, Hong Kong;

“IQAX Applications” means the applications made available by IQAX pursuant to
the Services from time to time, which may include: (i) Business Centre
Management Solution; (ii) Home; (iii) IOT; (iv) Schedules; (v) Shipment Delivery
Eagle; and (vi) Shipment Delivery TrackIt, in each case as may be amended or
renamed from time to time;

“IQAX Platform” means the IQAX Applications and the IQAX Website;

“IQAX Websites” means the websites operated by IQAX under the domain name
https://www.iqax.com and such other domain names which IQAX may use from time to
time;

“Post” means, with respect to any data, the act of uploading, downloading,
posting, exchanging, transmitting, transferring, generating, communicating or
including, whether via the IQAX Platform or any application, email, application
programming interface, electronic data interchange, short messaging, or any
other interface or means, electronic and non-electronic, and “Posted” shall be
construed accordingly;

“Privacy Policy” means IQAX’s privacy policy as updated from time to time, which
can be found here: https://www.iqax.com/pss.htm;

“Service Contract” means the service contract between you and IQAX referring to
these Terms;

“Service Form” means the service form setting out the Services to be provided to
you by IQAX under the Agreement and, if applicable, any Dependencies;

“Services” means the provision of access to the IQAX Platform, or any part
thereof, or the provision of Software Development Services, as more specifically
described in the applicable Service Form(s);

“Software Development Services” means any software development services agreed
to be provided by IQAX to you pursuant to the relevant Service Form(s);

“Special Terms” means any special terms and conditions agreed between you and
IQAX in writing in or attached to an Service Form;

“you” means the person(s), firm, business or company submitting an Service Form
to order the Services, and “your” shall be construed accordingly;

“Your Data” means any data Posted by, or on behalf of, you (including by Your
Users) on the IQAX Platform; and

“Your Users” has meaning given to it in paragraph 1.5 above.