Legal Agreement

1. Introduction and Overview

This Legal Agreement on Using Services (the "Agreement") is entered into by and between GLEADS Pte. Ltd. ("GLEADS", "we", "us", or "our") and you ("you", "your", "Client", "User", or "customer"). This Agreement is effective as of the date you first access our website at [GLEADS official website URL] (the "Site") or the date you electronically accept these Terms, whichever occurs earlier.

This Agreement establishes the general terms and conditions governing your use of the Site and the marketing and related services purchased or accessed through it (individually and collectively, the "Services"). It applies in addition to, and not in substitution of, any specific agreements or statements of work that may apply to particular Services you engage with GLEADS.

By browsing the Site, creating an account, engaging our Services, or otherwise using the Site in any capacity, you acknowledge that you have read, understood, and agreed to be legally bound by this Agreement, as well as any additional policies or service-specific terms incorporated herein by reference. If you do not agree to be bound by this Agreement, you must refrain from using our Site and Services.

The relationship between GLEADS and you under this Agreement is strictly that of an independent contractor and client. Nothing in this Agreement shall be construed to establish a partnership, joint venture, employment, agency, or fiduciary relationship. This Agreement does not confer any rights or remedies upon any third party.

GLEADS reserves the right, in its sole discretion, to amend or modify this Agreement, including any incorporated policies, at any time. Any such modifications shall take effect immediately upon posting on the Site. Your continued use of the Site or Services following any modifications constitutes your acceptance of the Agreement as revised. If you do not agree with the updated terms, you must discontinue use of the Site and Services immediately.

2. Eligibility & Authority

By accessing or using the Site and Services, you represent and warrant that you meet the following eligibility requirements:

2.1 Age and Legal Capacity

You must be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is higher, and possess the full legal capacity to enter into binding agreements. By accepting this Agreement, you confirm that you are legally capable of understanding the rights and obligations contained herein. If you do not meet these requirements, you must not access or use the Services.

2.2 Authority for Businesses

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that:

You have the full authority, right, and power to bind such entity to this Agreement; and
The entity you represent is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation.

In such cases, all references to "you" or "your" in this Agreement shall apply to both you as an individual and the entity on whose behalf you act. GLEADS reserves the right, at its sole discretion, to request documentation verifying your authority to bind such entity, and to suspend or terminate Services if such authority cannot be demonstrated.

2.3 Prohibited Users

You may not use the Services if:

You are located in a jurisdiction where the use of such Services is prohibited by law; or
You have previously been suspended or terminated from using GLEADS's Services for violations of this Agreement or applicable laws.

3. Accounts & Data Management

3.1 Account Creation and Responsibility

To access certain features or Services offered by GLEADS, you may be required to create an account ("Account"). You agree to:

Provide accurate, current, and complete information during the registration process;
Keep your Account information updated at all times; and
Maintain the confidentiality and security of your login credentials.

You are solely responsible for all activities conducted under your Account, whether authorized by you or not. GLEADS shall not be liable for any loss or damage resulting from your failure to safeguard your Account credentials. You agree to notify GLEADS immediately of any unauthorized use or suspected breach of security.

3.2 Data Collection, Storage, and Processing

By using the Services, you acknowledge and consent that GLEADS may collect, process, and store personal data and business information provided by you in accordance with our Privacy Protection. This may include, but is not limited to, information necessary to perform marketing, advertising, website development, and related services.

You further acknowledge and agree that, in providing the Services, GLEADS may transfer, store, or process data outside of your country of residence, including in jurisdictions that may not provide the same level of data protection as your home country. GLEADS will take reasonable measures to ensure the confidentiality, integrity, and security of such data, but does not guarantee absolute protection against unauthorized access or breaches.

3.3 Client Responsibility for Content and Data

You retain ownership of all data, content, and materials you provide to GLEADS for the purpose of delivering the Services ("Client Data"). You represent and warrant that you have the necessary rights, licenses, and permissions to provide such Client Data to GLEADS and to authorize its use in connection with the Services.

You are solely responsible for:

The accuracy, quality, and legality of Client Data;
Ensuring Client Data does not infringe on any intellectual property, privacy, or contractual rights of third parties; and
Backing up and securing your own Client Data.

GLEADS shall not be held responsible for any loss, corruption, or inaccuracy of Client Data supplied by you, nor for any liability arising from your failure to obtain appropriate consents or authorizations for the use of such data.

4. Availability of Website/Services

GLEADS is committed to delivering reliable services; however, uninterrupted availability cannot be guaranteed due to the inherent nature of online systems and external factors. This section outlines our commitments regarding uptime, limitations on continuous access, and the circumstances under which we may suspend, modify, or discontinue Services.

4.1 Service Uptime and Maintenance

GLEADS will make reasonable efforts to ensure that the Site and Services are available and operating efficiently. From time to time, scheduled maintenance, upgrades, or repairs may be carried out to maintain or improve the performance and functionality of the Services. GLEADS shall endeavor to provide advance notice of any planned downtime where practicable.

4.2 No Guarantee of Uninterrupted Access

You acknowledge and agree that the Site and Services are provided on an "as available" basis. GLEADS does not guarantee continuous, uninterrupted, or error-free access to the Site or Services, nor does it warrant that defects will be corrected or that the Site or Services will be free from viruses or other harmful components.

GLEADS shall not be liable for any delay, disruption, or unavailability of the Services resulting from circumstances beyond its reasonable control, including but not limited to internet failures, hosting outages, power disruptions, cyberattacks, natural disasters, labor disputes, government actions, or failures of third-party service providers.

4.3 Suspension or Modification of Services

GLEADS reserves the right, at its sole discretion, to suspend, restrict, or modify access to the Site or Services at any time, with or without prior notice, for reasons including but not limited to:

System maintenance, upgrades, or security updates;
Compliance with applicable laws, regulations, or governmental requests;
Technical issues, errors, or vulnerabilities;
Suspected or actual violation of this Agreement by you; or
Discontinuation of certain Services or features.

In addition, GLEADS may terminate or discontinue the Site or Services, in whole or in part, at any time. To the fullest extent permitted by law, GLEADS shall not be liable for any losses, damages, or inconveniences you may suffer as a result of such suspension, modification, or termination.

5. Client Responsibilities and Rules of Conduct

5.1 Lawful Use of Services

You agree to use the Site and Services solely for lawful purposes and in accordance with this Agreement. You shall ensure that all activities conducted under your Account, including any content, data, or materials you provide to GLEADS, comply with applicable local, regional, and international laws and regulations.

5.2 Prohibited Conduct

You must not, whether directly or indirectly:

Use the Services for any fraudulent, misleading, harmful, or unlawful purpose;
Interfere with, disrupt, or compromise the security, performance, or functionality of the Site or Services;
Upload, transmit, or share content that infringes upon any intellectual property, privacy, or contractual rights of third parties;
Circumvent, disable, or tamper with security features or access restrictions of the Site or Services;
Engage in activities that may damage the reputation or operations of GLEADS, its partners, or service providers;
Use automated scripts, bots, crawlers, or other unauthorized tools to access, collect, or manipulate data from the Site or Services.

GLEADS reserves the right to investigate suspected violations of this Agreement and to suspend or terminate Services at its sole discretion where prohibited conduct is identified.

5.3 Compliance with Advertising and Data Protection Laws

You acknowledge and agree that, in engaging GLEADS's Services, you remain responsible for complying with all applicable advertising, marketing, and data protection laws, including but not limited to:

Privacy and data protection regulations (e.g., Singapore's PDPA, GDPR where applicable);
Intellectual property and copyright laws;
Consumer protection standards in your jurisdiction;
Policies and guidelines of third-party advertising platforms (e.g., Google Ads, Facebook, Instagram, YouTube, LinkedIn).

You further represent and warrant that you have obtained all necessary consents, authorizations, and licenses to use any content, materials, or data provided to GLEADS in connection with the Services. GLEADS shall not be responsible for any fines, penalties, or liabilities arising from your failure to comply with applicable laws or platform policies.

6. GLEADS Rights and Reservation of Service Changes

6.1 Right to Refuse, Remove, or Suspend

GLEADS reserves the right, in its sole discretion, to:

Decline to provide Services to any individual or entity without obligation to provide a reason;
Suspend or terminate your Account or access to the Services in the event of suspected or actual breach of this Agreement, unlawful activities, or conduct deemed harmful to GLEADS or its partners;
Remove, reject, or require modifications to any content, data, or materials provided by you if such content is found, or reasonably suspected, to be unlawful, infringing, misleading, harmful, or contrary to industry guidelines.

6.2 Modifications to Services and Strategies

You acknowledge and agree that:

GLEADS retains full discretion to adjust, modify, or discontinue any aspect of its Site, Services, marketing strategies, or campaigns as it deems necessary;
Such modifications may be made in response to changes in industry practices, platform rules (e.g., Google, Facebook, YouTube, LinkedIn), market conditions, technological updates, or legal/regulatory requirements;
Where practicable, GLEADS will notify you of material changes to the Services. However, GLEADS shall not be liable for any loss or inconvenience caused by such modifications.

6.3 Reservation of Rights

All rights not expressly granted to you under this Agreement are reserved by GLEADS. Without limiting the generality of the foregoing, GLEADS retains all rights to:

Develop, improve, or expand the scope of its Services without obligation to you;
Enforce compliance with this Agreement, including through monitoring, audits, or investigations;
Protect its intellectual property, confidential information, and proprietary methodologies.

GLEADS's decision to exercise or not exercise any of the rights described in this section shall not constitute a waiver of such rights.

7. Third-Party Platforms and Links

7.1 Use of Third-Party Platforms and Tools

You acknowledge and agree that GLEADS may utilize third-party platforms, technologies, or services—including but not limited to Google, Facebook, YouTube, LinkedIn, web hosting providers, email marketing software, and analytics tools—to perform the Services. These third parties are independent entities, and their availability, performance, and terms of use are outside GLEADS's control.

7.2 Links to Third-Party Websites

The Site may contain links to third-party websites or resources. Such links are provided for convenience only and do not constitute an endorsement, sponsorship, or recommendation by GLEADS of the third-party sites, their operators, or their content. You acknowledge that GLEADS is not responsible or liable for the availability, accuracy, content, or policies of such third-party sites. Access and use of these sites are at your own risk.

7.3 Limitation of Liability for Third-Party Services

GLEADS shall not be liable for any errors, outages, losses, damages, or issues arising from the use of third-party platforms, integrations, or services. This includes, without limitation, account suspensions, policy changes, service interruptions, or technical failures on platforms such as Google Ads, Facebook Ads, or similar advertising and hosting services.

7.4 Client's Responsibility for Third-Party Compliance

You are solely responsible for:

Complying with all applicable terms, policies, and guidelines of third-party platforms used in connection with the Services (e.g., Google Ads Policies, Meta Advertising Guidelines, YouTube Community Guidelines);
Obtaining and maintaining any accounts, subscriptions, or licenses required to use such third-party services;
Ensuring that your content and campaigns conform to third-party requirements and applicable laws.

GLEADS may, at its discretion, provide advice or recommendations regarding third-party policies, but the ultimate responsibility for compliance rests with you.

8. Intellectual Property Rights

8.1 GLEADS's Pre-Existing Intellectual Property

All intellectual property, proprietary methodologies, software, source code, design frameworks, marketing strategies, know-how, and other materials developed, owned, or licensed by GLEADS prior to or independently of this Agreement ("GLEADS IP") shall remain the exclusive property of GLEADS or its licensors. Except as expressly provided in this Agreement, no rights, title, or interest in GLEADS IP are transferred or granted to you.

8.2 Deliverables Created for the Client

Subject to your full and timely payment of all fees and charges due under this Agreement, GLEADS will assign or grant to you a license to use the final deliverables specifically created for you under a statement of work or project agreement (the "Deliverables"). Such Deliverables may include, without limitation, custom designs, website code, marketing content, graphics, or campaign materials.

Unless otherwise agreed in writing, GLEADS retains all rights to any underlying tools, templates, processes, or generic components used in the creation of the Deliverables.

8.3 Client's License and Usage Rights

Upon delivery and payment, you shall receive a non-exclusive, non-transferable, worldwide license to use the Deliverables solely for your own business purposes. This license does not extend to resale, sublicensing, or distribution of the Deliverables to third parties unless expressly authorized in writing by GLEADS.

8.4 Restrictions

You shall not, without GLEADS's prior written consent:

Copy, reproduce, or distribute Deliverables for resale, sublicensing, or commercial exploitation;
Reverse engineer, modify, or create derivative works from GLEADS IP or Deliverables beyond the scope of the license granted;
Remove, obscure, or alter any proprietary notices or branding included in the Deliverables or GLEADS IP.

8.5 Client-Provided Materials

You represent and warrant that any content, trademarks, logos, or other materials you provide to GLEADS for incorporation into the Deliverables are lawfully owned or licensed by you. You grant GLEADS a limited, non-exclusive, royalty-free license to use such materials solely for the purpose of delivering the Services.

8.6 Portfolio Rights

Unless otherwise agreed in writing, GLEADS reserves the right to display the Deliverables, or excerpts thereof, in its portfolio, marketing materials, and case studies, provided that such use does not disclose your confidential information.

9. Payment Terms

Payment is a fundamental condition of the Services provided by GLEADS. This section outlines the obligations of Clients in relation to service fees, billing cycles, applicable taxes, and the consequences of late or non-payment. These terms are complementary to, and shall be read in conjunction with, GLEADS's published Service Payment Policy and Payment & Refund Policy.

9.1 Service Fees and Billing

(a) Service Fees: The fees payable for Services shall be as agreed in writing between the Parties, whether in a formal Service Agreement, Statement of Work, or order confirmation. Fees are quoted in the currency specified in the invoice or agreement and are exclusive of applicable taxes, unless otherwise stated.

(b) Billing Cycle: Unless otherwise agreed, GLEADS will issue invoices in advance of the provision of Services. Invoices are payable within the time frame stated therein, typically within seven (7) to thirty (30) calendar days from the date of issuance.

(c) Recurring Services: For subscription-based or recurring campaigns (e.g., digital advertising, hosting, or retainer services), billing shall be conducted on a recurring basis (monthly, quarterly, or annually, as specified). Clients are responsible for ensuring that timely payments are made to avoid service interruption.

9.2 Taxes and Other Applicable Charges

(a) Taxes: All fees are exclusive of any applicable goods and services tax (GST), value-added tax (VAT), sales tax, or other governmental charges, which shall be borne by the Client.

(b) Bank/Transaction Charges: Clients are responsible for any bank transfer fees, credit card surcharges, or other payment processing costs incurred in connection with their payments.

(c) Withholding Taxes: If the Client is required under applicable law to withhold or deduct taxes from payment, the amount payable to GLEADS shall be increased to ensure GLEADS receives the full amount invoiced.

9.3 Payment Methods

GLEADS accepts payment via bank transfer, credit card, or other methods as communicated in writing. The Client must use the reference or invoice number provided to ensure proper allocation of funds.

9.4 Late Payments and Consequences

(a) Interest on Late Payments: Any overdue amount shall accrue interest at the rate of 1.5% per month (or the maximum rate permissible by applicable law, if lower), calculated daily from the due date until payment is received in full.

(b) Suspension of Services: GLEADS reserves the right to suspend or withhold Services in the event of late or non-payment, without liability to the Client. Suspension shall not relieve the Client of its payment obligations.

(c) Costs of Collection: The Client shall be liable for all reasonable costs incurred by GLEADS in recovering overdue amounts, including legal fees, collection agency charges, and court costs.

9.5 No Set-Off

All amounts payable to GLEADS under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding, except as required by law.

9.6 Non-Refundable Payments

Except as expressly provided under GLEADS's Payment & Refund Policy, all payments made are non-refundable, including in the event of early termination of Services by the Client.

9.7 Client Responsibility for Accuracy of Payment

It is the Client's responsibility to ensure that payment information provided to GLEADS is accurate and up to date. Any delays or service disruptions arising from inaccurate payment details shall not be attributable to GLEADS.

9.8 Currency

Unless otherwise agreed in writing, all payments shall be made in United States Dollars (USD). Currency conversion costs or fluctuations in exchange rates shall be borne by the Client.

9.9 Reservation of Rights

GLEADS reserves the right to revise its service fees, billing practices, or accepted payment methods at its sole discretion. Such changes will be communicated to Clients with reasonable advance notice and, unless otherwise stated, will apply prospectively.

10. Limitation of Liability

10.1 Services Provided "As Is"

All Services, deliverables, and materials provided by GLEADS are offered on an "as is" and "as available" basis. To the maximum extent permitted by law, GLEADS disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, or non-infringement. GLEADS does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

10.2 Exclusion of Damages

To the fullest extent permitted by applicable law, GLEADS shall not be liable to the Client or any third party for any:

Indirect, incidental, special, punitive, or consequential damages;
Loss of revenue, profit, business, goodwill, anticipated savings, data, or opportunities;
Claims or damages arising from third-party platforms, integrations, or tools used in connection with the Services (e.g., Google, Facebook, hosting providers); or
Claims based on circumstances beyond GLEADS's reasonable control.

These exclusions shall apply regardless of the cause of action (whether in contract, tort, negligence, strict liability, or otherwise), even if GLEADS has been advised of the possibility of such damages.

10.3 Cap on Liability

Without prejudice to the exclusions in Section 10.2, the total aggregate liability of GLEADS arising out of or relating to this Agreement, whether in contract, tort, negligence, strict liability, or otherwise, shall in no event exceed the total amounts actually paid by the Client to GLEADS for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to such liability.

10.4 Essential Purpose

The limitations and exclusions set out in this Section 10 are fundamental to the allocation of risk between the Parties and form a material basis of the bargain. The Client acknowledges and agrees that the fees charged by GLEADS reflect this risk allocation.

10.5 Jurisdictional Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such cases, GLEADS's liability shall be limited to the maximum extent permitted by applicable law.

11. Indemnity

11.1 Client's Indemnification Obligation

The Client agrees to indemnify, defend, and hold harmless GLEADS, its directors, officers, employees, affiliates, agents, contractors, and licensors from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or in connection with:

The Client's use or misuse of the Services;
Any breach of this Agreement or violation of applicable laws or regulations by the Client;
Any content, data, or materials provided, uploaded, or distributed by the Client, including any infringement of intellectual property rights, privacy rights, publicity rights, or other proprietary rights of any third party;
Any unlawful, fraudulent, negligent, or willful act or omission by the Client; and
Any claims brought by third parties (including regulatory authorities) against GLEADS arising from the Client's advertising campaigns, promotional content, or use of third-party platforms.

11.2 Procedures for Indemnification

GLEADS shall promptly notify the Client of any claim subject to indemnification under this Agreement. The Client shall assume control of the defense and settlement of such claim, provided that:

The Client shall not settle any claim in a manner that imposes any admission of liability, financial obligation, or injunctive relief on GLEADS without its prior written consent; and
GLEADS reserves the right, at its own expense, to participate in the defense of any matter subject to indemnification.

11.3 Continuing Obligation

The Client's obligations under this Section 11 shall survive the termination or expiration of this Agreement and shall remain in full force and effect for any claims arising from conduct during the term of this Agreement.

12. Relationship of the Parties

This section clarifies the legal relationship between GLEADS and the Client, ensuring there is no misinterpretation of the parties' roles.

12.1 Independent Contractors

The Parties acknowledge and agree that their relationship is that of independent contractors. Nothing in these Terms or any Service Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, fiduciary relationship, or agency between the Parties. Neither Party has authority to bind the other Party or incur obligations on the other Party's behalf, except as expressly provided in writing.

12.2 No Employment Relationship

GLEADS and its personnel are not employees of the Client. Accordingly, the Client shall not be liable for:

Payroll taxes, social security, or similar statutory contributions;
Employee benefits such as health insurance, retirement, or paid leave;
Any employment-related obligations under applicable labor laws.

12.3 No Partnership or Joint Venture

Nothing herein shall be construed as establishing a partnership or joint venture between the Parties. The Parties expressly disclaim any intention to form such a relationship, and each Party shall remain solely responsible for its own operations, personnel, and expenses.

12.4 No Agency Authority

Neither Party shall hold itself out as an agent, representative, or legal partner of the other, nor shall either Party have the authority to make any representations, warranties, or commitments on behalf of the other without express prior written consent.

12.5 Independence of Obligations

Each Party shall be solely responsible for its own business activities and compliance with applicable laws, including tax obligations, labor regulations, and corporate filings, and nothing in these Terms shall transfer such responsibility to the other Party.

13. Compliance with Laws

13.1 General Compliance Obligation

The Client is solely responsible for ensuring that its use of GLEADS's Services complies with all applicable:

Local, regional, and national laws;
International regulations;
Industry-specific requirements.

This includes, but is not limited to, rules governing advertising, marketing, consumer protection, data protection, intellectual property, and e-commerce.

13.2 Advertising and Marketing Regulations

The Client shall ensure that all advertising materials, promotional campaigns, and digital assets created, submitted, or approved for use in connection with GLEADS's Services:

Comply with truth-in-advertising standards;
Do not contain false, misleading, or deceptive claims;
Adhere to applicable platform-specific advertising policies (e.g., Google Ads, Facebook Ads, LinkedIn Ads).

GLEADS reserves the right to suspend or reject any materials that, in its reasonable discretion, may violate advertising laws or pose reputational or legal risks.

13.3 Data Protection and Privacy

The Client must comply with all applicable data protection and privacy laws, including but not limited to:

The EU General Data Protection Regulation (GDPR);
The Singapore Personal Data Protection Act (PDPA);
The California Consumer Privacy Act (CCPA), if applicable;
Any other relevant local data protection frameworks.

Specifically, the Client shall:

Obtain valid consents for the collection and use of personal data;
Provide required notices and disclosures to end-users;
Maintain appropriate safeguards for data storage and transfer.

GLEADS shall not be held liable for the Client's failure to comply with such laws, even where GLEADS provides marketing or technical support.

13.4 Consumer Protection and Fair Trading Laws

The Client shall ensure compliance with consumer protection laws, including obligations related to:

Clear and transparent pricing;
Fair contract terms;
Refund and cancellation rights;
Avoidance of unfair, aggressive, or misleading sales practices.

GLEADS may require the Client to provide supporting documentation or legal review to verify compliance prior to campaign execution.

13.5 Intellectual Property and Content Compliance

The Client warrants that all materials, data, and content provided to GLEADS:

Do not infringe the intellectual property rights of third parties;
Do not contain unlawful, defamatory, obscene, or prohibited content;
Are licensed or owned by the Client with sufficient rights for use.

13.6 Export Controls and International Trade Laws

Where Services or campaigns involve cross-border operations, the Client must comply with applicable export controls, trade restrictions, and sanctions laws, including but not limited to regulations imposed by:

The U.S. Office of Foreign Assets Control (OFAC);
The European Union;
The United Nations;
Local trade or export control authorities.

The Client agrees not to engage GLEADS in any activities that may cause violation of these international restrictions.

13.7 Responsibility and Liability

The Client bears full responsibility for ensuring compliance with all relevant legal obligations.
Any penalties, damages, or legal claims arising from the Client's breach of compliance shall be borne solely by the Client.
GLEADS may suspend or terminate Services immediately if it reasonably believes that continued performance could result in a breach of law or regulatory requirement.

14. Miscellaneous Provisions

14.1 Titles and Headings

The titles, headings, and numbering of sections contained in this Agreement are inserted solely for ease of reference. They shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

14.2 Severability

If any provision of this Agreement is determined by a court or competent authority to be invalid, illegal, or unenforceable, such provision shall be deemed severed from this Agreement. The remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid one that most closely reflects the original intent of the Parties.

14.3 Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, negotiations, or communications, whether oral or written. No statement, promise, or inducement made by either Party or its representatives that is not expressly contained herein shall be binding or enforceable.

14.4 Amendments and Modifications

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is:

In writing; and
Duly executed by authorized representatives of both Parties.

Any failure or delay by either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, nor shall it prevent the Party from exercising such right or provision in the future.

14.5 Assignment Restrictions

The Client shall not assign, transfer, delegate, or otherwise dispose of its rights or obligations under this Agreement, whether voluntarily, involuntarily, or by operation of law, without the prior written consent of GLEADS. Any attempted assignment in contravention of this clause shall be null and void.

GLEADS, however, may assign or transfer its rights and obligations under this Agreement to an affiliate, successor entity, or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that such assignment does not materially diminish the Client's rights under this Agreement.

14.6 Binding Effect

Subject to the foregoing restrictions, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns, and legal representatives.

14.7 Survival

Any provisions of this Agreement that by their nature are intended to survive termination or expiration, including but not limited to confidentiality, limitation of liability, indemnity, and payment obligations, shall remain in full force and effect notwithstanding such termination or expiration.

15. Governing Law and Jurisdiction

15.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, without regard to its conflict of laws principles. The Parties expressly agree that Singapore law shall apply to all matters relating to the validity, interpretation, performance, and enforcement of this Agreement.

15.2 Dispute Resolution

The Parties acknowledge that efficient resolution of disputes is in their mutual interest and agree to the following:

Amicable Resolution: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first make reasonable efforts to resolve such matter amicably through good faith negotiations.
Mediation: If the Parties are unable to resolve the dispute through negotiations within thirty (30) days, they shall attempt to settle the dispute by mediation in Singapore, in accordance with the mediation rules of the Singapore Mediation Centre (SMC) or any other recognized mediation institution mutually agreed upon.
Arbitration: Should mediation fail, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Arbitration Rules in force at the time of the submission of the Notice of Arbitration. The seat of arbitration shall be Singapore, and the arbitration shall be conducted in English by one (1) arbitrator, unless otherwise agreed. The arbitral award shall be final and binding on the Parties.
Court Jurisdiction: Notwithstanding the foregoing, GLEADS reserves the right to pursue injunctive relief, equitable remedies, or the recovery of unpaid fees in the courts of Singapore. The Parties irrevocably consent to the exclusive jurisdiction of the courts of Singapore for such matters.

15.3 Waiver of Objections

Each Party hereby irrevocably waives any objection on the grounds of forum non conveniens or any similar grounds and agrees not to challenge the enforceability of any decision, judgment, or award rendered by the courts or arbitral tribunals of Singapore.

15.4 Survival

This clause shall survive the termination or expiration of this Agreement and remain binding upon the Parties with respect to any dispute arising hereunder.

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