(A) PRELIMINARY INFORMATION

1. These Terms govern the sale of any Product or Services as set out in the relevant Agreement by the Company to the Customer and/or the legal relationship between the Company and the Customer.
2. As these Terms are legally binding on the Customer, the Customer is advised to read this document carefully.
3. The Application is provided by dhost Global Pte. Ltd. which registered office is located at 8 Aljunied Avenue 3, The Pulse, Singapore 389933 (“Company”), in its capacity as the exclusive partner of Mapxus in the regions agreed between dhost and Mapxus.
4. These Terms are entered between the Company and the Customer and shall form an integral part of, and shall be deemed to be incorporated into, the signed Agreement between the Company and Customer, which includes any mutually agreed associated Transaction Documents.

(B) DEFINITIONS AND LEGAL REFERENCES
The following capitalised terms shall have the following meaning whenever used in this Terms. Capitalised terms which definition is not provided in these Terms shall have the same meaning provided to it in the Agreement.

Application

a) the website with the following web address (https://dhost.net), including its subdomains and any other website through which the Company makes its Service available;
b) applications for mobile, tablet and other smart device systems developed by Company;
c) the Application Program Interfaces (API) and Software Development Kit (SDK) provided by Company; and
d) the Service; or any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation.

Agreement
Any document that is legally binding and sets out the contractual relationship between the Company and the Customer, shall be governed by these Terms and be subject to Clause 2 of the Agreement which provides for the priority of the documents in the event of a conflict and/or inconsistency between their respective provisions.

Company
Refers to dhost Global Pte. Ltd., unless where otherwise indicated then Company refers to the relevant natural person(s) or legal entity that provides this Application, the Product and/or the Service to Customers.

Customer
Refers to the counterparty to the Agreement that the Company entered with for the provision of Services.

End Customer
Any natural person who accesses, for their personal use, the goods, product or services provided to the Customer under this Agreement.

Mapxus
Refers to Mapxus Technology Holding Limited Registered Office: 30 de Castro Street, Wickhams Cay 1, P.O. Box 4519, Road Town, Tortola, British Virgin Islands

Product
A good or service available for purchase through this Application or that is purchased under the Agreement, such as e.g. physical goods, digital files, software, booking services etc. The sale of Products may be part of the Service.

Service
The service provided under the Agreement or by the Application, as described in these Terms and on the Application.

Terms
All provisions applicable to the use of the Application, Product and/or the Service as described in this document, including any other related documents or agreements referenced in these General Terms and Conditions.

(C) TERMS OF USE
Unless otherwise specified, the terms of use detailed in this section apply generally when using this Application, the Product or Service.
By signing the Agreement, the Customer confirms to adhere to the following requirements:

1. Content on this Application
   Unless where otherwise specified or clearly recognisable, all content available on the Application is owned or provided by the Company or its licensors. The Company undertakes its utmost effort to ensure that the content provided on the Application infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.
2. Rights regarding content on this Application – All rights reserved
   The Company holds and reserves or has the relevant licence to all intellectual property rights for any such content on the Application. Customers may not therefore use such content in any way that is not necessary or implicit in the proper use of the Service. In particular, but without limitation, Customers may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on the Application, nor allow any third party to do so through the Customer or their device, even without the Customer’s knowledge.
   Any applicable statutory limitation or exception to copyright shall stay unaffected.
3. Content provided by Customers
   Where necessary for the Services to be provided in the manner provided in the Agreement, the Company may request, require and allow the Customers to upload, share or provide their own content to the Application.
   By providing content to this Application, Customers confirm that they are legally allowed to do so and that they are not infringing any statutory provisions and/or third-party rights.
4. Rights regarding content provided by Customers
   Customers retain ownership of all content contributed to this Application via Mapxus Service Center, Cell Sketch, Site Validation, and Mapxus API. Customers acknowledge and accept that by providing their own content on this Application they grant the Company and Mapxus a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up, transferable and sublicensable right and license to (and to engage service providers to) use, copy, cache, publish, display, distribute, modify, create derivative works, and store Customers content in any form or medium. Customers represent and warrant that Customers have all the rights, power, and authority necessary to grant the above license. To the extent permitted by applicable law, Customers waive any moral rights in connection with content they provide to this Application. Customers acknowledge, accept and confirm that all content they provide through this Application is provided subject to the same general conditions set forth for content on this Application.

   Customers acknowledge and agree that any derivative works created by the Company from the uploaded, shared or provided content shall be owned exclusively by the Company (and Mapxus where relevant). All intellectual property rights in such derivative works shall vest in the Company (and Mapxus where relevant) upon creation. Customers waive any moral rights they may have in relation to such derivative works and agree not to assert any claims against the Company (and Mapxus where relevant) regarding the use of their uploaded content or any derivative works created therefrom. The Customer acknowledges that it shall take all necessary steps to enforce the rights granted and waived herein.

   The Customer agrees to immediately inform the Company of any claims or allegations regarding infringement of third party rights related to their uploaded content.

   The Customer shall indemnify and hold harmless the Company, Mapxus and their respective subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from the content provided by the Customer.

5. Liability for provided content
   Customers are solely liable for any content they upload, post, share, or provide through this Application. Customers acknowledge and accept that the Company does not filter or moderate such content. However, the Company reserves the right to remove, delete, block or rectify such content at its own discretion and to, without prior notice, deny the uploading Customer access to this Application:

a) if any complaint based on such content is received;
b) if a notice of infringement of intellectual property rights is received;
c) upon order of a public authority; or
d) where the Company is made aware that the content, while being accessible via this Application, may represent a risk for Customers, third parties and/or the availability of the Service.

The removal, deletion, blocking or rectification of content shall not entitle Customers that have provided such content or that are liable for it, to any claims for compensation, damages or reimbursement. Customers agree to hold the Company harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through this Application.

6. Access to external resources
   Through this Application, Customers may have access to external resources provided by third parties. Customers acknowledge and accept that the Company has no control over such resources and is therefore not responsible for their content and availability. Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.
7. Acceptable use
   This Application and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law. Customers are solely responsible for making sure that their use of this Application and/or the Service violates no applicable law, regulations or third-party rights. Therefore, the Company reserves the right to take any appropriate measure to protect its legitimate interests including by denying Customers access to this Application or the Service, terminating contracts, reporting any misconduct performed through this Application or the Service to the competent authorities – such as judicial or administrative authorities – whenever Customers engage or are suspected to engage in any of the following activities:
   a) violate laws, regulations and/or these Terms;
   b) infringe any third-party rights;
   c) considerably impair the Company’s or Mapxus’ legitimate interests; or
   d) offend the Company, Mapxus or any third party.
   
   
8. Software license
   Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to this Application, Product or Service are held by the Company and/or its licensors (including but not limited to Mapxus). Subject to Customers’ compliance with and notwithstanding any divergent provision of these Terms, the Company merely grants Customers a revocable, non-exclusive, non-sublicensable and non-transferable license to use the software and/or any other technical means embedded in the Service within the scope and for the purposes of this Application and the Service offered. This license does not grant Customers any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Company’s or its licensors’ sole property. All rights and license grants to Customers shall immediately terminate upon any termination or expiration of the Agreement.
   
   
9. API usage terms
   Customers may access their data relating to this Application via the Application Program Interface (API). Any use of the API, including use of the API through a third-party product/service that accesses this Application, is bound by these Terms and, in addition, by the following specific terms: The Customer expressly understands and agrees that the Company bears no responsibility and shall not be held liable for any damages or losses resulting from the Customer’s use of the API or their use of any third-party products/services that access data through the API.

(D) TERMS AND CONDITIONS OF SALE

1. Paid Products
   Some of the Products provided on this Application, as part of the Service, are provided on the basis of payment. The fees, duration and conditions applicable to the sale and purchase of such Products are described below and in the dedicated sections of this Application and the Agreement.
   
   
2. Product description
   Prices, descriptions or availability of Products are outlined in the respective sections of this Application and are subject to change without prior notice. While Products on this Application are presented with the greatest accuracy technically possible, representation on this Application through any means (including, as the case may be, graphic material, images, colours, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product. The characteristics of the chosen Product will be outlined during the purchasing process.
   
   
3. Purchasing process
   Any steps taken from choosing a Product to the submission of an order form forms part of the purchasing process. The purchasing process includes, without limitation, these steps:
   a) Customers must choose the desired Product and verify their purchase selection; and
   b) after having reviewed the information displayed in the purchase selection, Customers may place the order by submitting it.
   
   
4. Order submission
   When the Customer submits an order, the following applies:
   a) The submission of an order determines contract conclusion and therefore creates for the Customer the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page and/or Agreement.
   b) In case the purchased Product requires active input from the Customer, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the Customer to cooperate accordingly, but shall in no way invalidate the conclusion of the contract as set out in (a) above.
   c) Upon submission of the order or Agreement, Customers will receive a receipt confirming that the order has been received or a copy of the countersigned Agreement, respectively. All notifications related to the described purchasing process shall be sent to the email address provided by the Customer for such purposes.
   
   
5. Prices
   Customers are informed during the purchasing process and before order submission or entering of the Agreement, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged. Prices on this Application are displayed either exclusive or inclusive of any applicable fees, taxes and costs, depending on the section the Customer is browsing. The Customer shall take notice of when such fees, taxes and cost are applicable.
   
   
6. Methods of payment
   Information related to accepted payment methods are made available during the purchasing process.

   Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of this Application or Agreement. All payments are independently processed through third-party services. Therefore, this Application does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed. If a payment through the available methods fails or is refused by the payment service provider, the Company shall be under no obligation to fulfil the purchase order. Any possible costs or fees resulting from the failed or refused payment shall be borne by the Customer.

7. Retention of usage rights
   Customers do not acquire any rights to use the purchased Product until the total purchase price is received by the Company.

(E) LIABILITY AND INDEMNIFICATION

1. Disclaimer of Warranties
   This Application, the Product and Services are provided strictly on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company and Mapxus expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. No advice or information, whether oral or written, obtained by Customer from Company or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, the Company, Mapxus, and their respective subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers and employees do not warrant that:

   a) the content is accurate, reliable or correct;
   b) that the Product or Service will meet Customers’ requirements;
   c) that the Product or Service will be available at any particular time or location, uninterrupted or secure;
   d) that any defects or errors contained or identified in the Product or Service will be corrected; or
   e) that the Product or Service is free of viruses or other harmful components.

   Any content downloaded or otherwise obtained through the use of the Product or Service is downloaded at Customers’ own risk and that the Customers shall be solely responsible for any damage to Customers’ computer system or mobile device or loss of data that results from such download or Customers’ use of the Product or Service.

   The Company and Mapxus does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Company shall not be a party to or in any way monitor any transaction between Customers and third-party providers of products or services. The Service or Product may become inaccessible or it may not function properly with Customers’ web browser, mobile device, and/or operating system. The Company cannot be held liable for any perceived or actual damages arising from the Product’s or Service’s content, operation, or from the use of this Service or the Product.

2. Performance Limitations
   This Application Product and Services may encounter technical performance issues and limitations. PLEASE READ THIS TECHNOLOGY PERFORMANCE DISCLAIMER CAREFULLY BEFORE USING THIS APPLICATION OR ANY OF THE SERVICES OR PRODUCTS. By accepting these Terms, Customers understands and accepts the performance limitations set out below of the various Product and Services:
   
   a) Indoor Positioning: For indoor positioning accuracy, Company cannot guarantee that indoor positioning will be perfect in all environments. Typically, Android based indoor positioning results are expected to be within a <= 3 meters range at 50% possibility, a <= 8 meters range at 80% possibility, and a <= 15 meters range at 90% possibility. For iOS indoor positioning result and performance, this Application is powered by Apple Indoor Map Program, which can be referred to Apple Indoor Map Program official website.
   b) Floor Detection: Floor detection accuracy is generally above 90%, but Company cannot guarantee that the accuracy will consistently and reliably be maintained above 90% due to various environmental factors.
   c) Outdoor Positioning: Outdoor positioning is provided by GPS / GNSS technology in the mobile device, which is subject to the limitations and variations inherent in such technology.
   d) Transition Latency: Switching between indoor and outdoor positioning may result in the Customer experiencing latency. Company cannot ensure instantaneous transitions due to technological constraints.
   e) External Factors: The performance of positioning may be affected by several factors beyond Company’s control, including but not limited to weather conditions, mobile cellular network variability, Wi-Fi coverage inconsistencies, the presence of crowds, specification & operating system of smartphones, and the timeliness of data maintenance.
   f) AI Algorithms: Company provides algorithms designed to fine-tune Customer experience during navigation. However, these algorithms are not infallible and may not always provide the desired enhancement in performance.
   g) Wayfinding: Company provides a wayfinding engine to calculate the wayfinding result according to the content provided in this Application. Thus, the Company cannot guarantee the accuracy of wayfinding results or that the wayfinding result is the best or most optimum possibility.

   
   For the avoidance of doubt, where Mapxus is involved in the provision of such Products and Services mentioned above, the performance limitation shall also be relied upon by Mapxus to its benefit and the Customer acknowledges and accepts that it shall not hold the Company or Mapxus liable for any losses or damages, directly or indirectly resulting from the inability of any Product or Service to achieve anything over and above the performance limitation as disclosed above.

3. Limitations of liability
   To the maximum extent permitted by applicable law, in no event shall the Company, Mapxus, and their respective subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for:
   
   a) any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Product or Service;
   b) any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the Product or Service or Customer account or the information contained therein;
   c) any errors, mistakes, or inaccuracies of content provided on this Application, or from or in relation to the Product or Service;
   d) personal injury or property damage, of any nature whatsoever, resulting from Customer access to or use of the Product or Service;
   e) any unauthorised access to or use of the Company’s or Mapxus’ secure servers and/or any and all personal information stored therein;
   f) any interruption or cessation of transmission to or from the Product or Service;
   g) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Product or Service;
   h) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Product or Service; and/or
   i) the defamatory, offensive, or illegal conduct of any Customer or third party.
   
   

   Notwithstanding anything to the contrary herein or in any Agreement, in no event shall the Company, Mapxus, and their respective subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by Customer to the Company hereunder in the preceding 12 months, or the period of duration of the relevant Agreement between the Company and Customer which the cause of action arose, whichever is shorter.

   This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the Customer has been advised of the possibility of such damage. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to Customer. The terms give Customer specific legal rights, and Customer may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

4. Indemnification
   The Customer agrees to defend, indemnify and hold the Company, Mapxus and their respective subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from the Customer’s:
   
   a) use of and access to the Service, including any data or content transmitted or received by Customer;
   b) violation of these terms, including, but not limited to, Customer’s breach of any of the representations and warranties set forth in these terms;
   c) violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
   d) violation of any statutory law, rule, or regulation;
   e) submission of any content from Customer’s account, including third party access with Customer’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
   f) Customer’s act, omission, wilful misconduct, negligence or fraudulent act; or
   g) statutory provision by Customer or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.
   
   
5. Conflict
   Notwithstanding any other provisions contained herein, it is expressly stipulated that the terms and conditions set forth in Part E (Limitation and Indemnification) of this Terms, (hereinafter referred to as “Part E”) shall prevail in the event of any conflict or inconsistency with any subsequent agreements or documents executed or agreed arrangement between the Customer and the Company (hereinafter referred to as “Subsequent Agreements”). For the purposes of this Part E, it is hereby agreed that Part E shall remain in full force and effect unless the Parties explicitly agree in writing to the contrary. Such written agreement must specifically reference Part F and clearly articulate the intention to supersede the provisions contained therein.

(F) COMMON PROVISIONS

1. No Waiver
   The Company’s or Mapxus’ failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.
   
   
2. Service interruption
   To ensure the best possible service level, the Company reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Customers appropriately. Within the limits of law, the Company may also decide to suspend or terminate the Service altogether. If the Service is terminated, the Company will cooperate with Customers to enable them to withdraw Personal Data or information in accordance with applicable law. Additionally, the Service might not be available due to reasons outside the Company’s reasonable control, such as “force majeure” (eg. labour actions, infrastructural breakdowns or blackouts etc).
   
   
3. Service reselling
   Customers may not reproduce, duplicate, copy, sell, resell or exploit any portion of this Application and of its Product or Service without the Company’s express prior written permission, granted either directly or through a legitimate reselling programme.
   
   
4. Privacy policy
   To learn more about the use of their Personal Data, Customers may refer to the privacy policy of this Application.
   
   
5. Intellectual property rights
   Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to this Application, Product and Services provided are the exclusive property of the Company or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property. All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with this Application, Product and Services are, and remain, the exclusive property of the Company or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
   
   
6. Changes to these Terms
   The Company reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Company will appropriately inform the Customer of these changes. Such changes will only affect the relationship with the Customer for the future. The continued use of the Service will signify the Customer’s acceptance of the revised Terms. If Customers do not wish to be bound by the changes, they must stop using the Service. Failure to accept the revised Terms, may entitle either party to terminate the Agreement. The applicable previous version will govern the relationship prior to the Customer’s acceptance. The Customer can obtain any previous version from the Company. If required by applicable law, the Company will specify the date by which the modified Terms will enter into force.
   
   
7. Rights of a Third Party
   Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that Mapxus, a third party to this Agreement, shall be entitled to the benefit of and to enforce any term of this Agreement which expressly or by implication is intended to be for the benefit of Mapxus in its capacity as the Company and developer of the intellectual property, software, hardware and services that it has licensed to dHost, in accordance with the Contracts (Rights of Third Parties) Act 2001 of Singapore, or the equivalent applicable third party rights legislation of the relevant jurisdiction. The Parties acknowledge and agree that Mapxus shall have the right to rely on and enforce the terms of this Agreement as if it were a party to this Agreement, insofar as it is relevant given its aforementioned capacity.

   
   The Parties shall not amend or vary this Agreement in any way that would adversely affect the rights or interests of Mapxus without the prior written consent of Mapxus.

   Unless otherwise provided, no other person who is not a party to the Agreement shall have any right under the Contracts (Rights of Third Parties) Act 2001 or the equivalent applicable third party rights legislation of the relevant jurisdiction, to enforce any right or enjoy any benefit under this Term or under the Agreement.
   This Rights of Third Party clause shall survive the termination or expiration of this Agreement.

8. Assignment of contract
   The Company reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the Customer’s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly. Customers may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Company.
   
   
9. Contacts
   All communications relating to the use of this Application, Product and Services must be sent using the contact information stated below:
   Contact email: dmp.sg@dhost.net
   
   
10. Severability
    Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
    
    
11. Governing law
    These Terms are governed by the law of the place where the Company is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles.
    
    
12. Venue of jurisdiction
    The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Company is based, as displayed in the relevant section of this document.