1.1.1

These General Terms shall govern the Partner’s use of the Zellulin^® BioPlatform Partner portal (the “Portal”).

1.1.2

At the date of the entering into of these General Terms, the Portal includes the following functionalities (non-exhaustive):

(a) notifications management, where Avant will be able to digitally provide information and marketing materials to the Partner from time to time through the Portal and where the Partner shall deemed to have received such information when made available by Avant through a notification in the Portal;

(b) actions management, where Avant will be able to digitally send and require the Partner to perform certain actions, including to provide certain information, such as information of the Partner’s company, products and business operations;

(c) product and information request and order status management, where the Partner will be able to digitally submit certain requests to Avant and to generally process transactions in connection with the Partner’s membership with Avant or any other services Avant provides on the Portal from time to time; and

(d) partner administration, where the Partner will be able to digitally make requests for Partner Accounts and to access the Portal.

1.1.3

The Partner understands and accepts that the functionalities in the Portal may vary from Partner to Partner depending on (among other things) what membership and contractual relationship the Partner holds with Avant (if any).

1.1.4

In addition, the Partner acknowledges that Avant’s overall goal with implementing the Portal is to digitalise the functionalities as set forth in clause 1.1.2 to the benefit of both Avant and the Partner. Hence, the Partner accepts that as from the date of the Partner’s acceptance of these General Terms, all such functionalities shall be managed through the Portal and that no such functionality may be managed out of the scope of the Portal without Avant’s approval.

2.1

By accepting these General Terms, the Partner receives a non-exclusive, non-transferrable, non- sublicensable, non-assignable right to access and use the Portal during the term of these General Terms. Such right to access to use the Portal is personal for the individual who signs up for him/herself personally or in the professional capacity of the company for which the Partner is an employee or shareholder.  Each individual of the same organization shall sign up for his/her respective access and use of the Portal. The Partner shall not share the log in information with anyone else in all cases.

2.2

The Partner will access the Portal via an internet connection. The Partner shall be responsible for ensuring that it has the appropriate equipment, including but not limited to the necessary internet connectivity, computer hardware, operating systems, web browser applications and any applications as may from time to time be instructed by Avant for the authentication of the Partner.

3.1

General

The Partner agrees to not use the Portal in a manner that violates any laws, regulations and decisions by any supervising authority, or in any manner that creates damage or inconvenience to any third party (including any end-customer or client of the Partner). The Partner is aware of that any unlawful use of the Portal, such as gaining access to another member’s data, may be subject to criminal liability and/or a liability to pay damages.

3.2

Information provided by the Partner to the Portal

3.2.1

The Partner shall be solely responsible for the information it enters into or provides to the Portal (or to Avant for Avant’s subsequent provision or entering of such provided information to the Portal), regardless of whether such information consists of information about any private individual, financial information or information of any other kind. Without limiting the generality of the foregoing, the Partner shall ensure that no information it provides to the Portal includes any Trojan horses, viruses, harmful source code or software or similar. The Partner shall be solely responsible for obtaining any intellectual property rights or licenses to any intellectual property rights as are necessary for the entering into or provision of information to the Portal. In addition, the Partner shall be solely responsible for the correctness, accuracy or appropriateness of such information. Avant will in no event be responsible for the correction, blocking or deletion of any such incorrectness, inaccuracy or inappropriateness of such information.

3.2.2

Avant shall have the right, but not any obligation, to review and amend the information which the Partner enters into or provides to the Portal for the purpose of ensuring that the Partner complies with its obligations under these General Terms and/or pursuant to any specific instructions, terms and conditions as Avant may from time to time provide through the Portal or otherwise.

3.3

Specific indemnity regarding the use of the Portal by Partner

The Partner agrees that it shall be fully responsible for all use of the Portal for all actions and measures through the Portal. The Partner agrees to indemnify and hold Avant harmless from and against all damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities (including fees for legal services and other similar services in connection with the resolution of disputes) that may arise as a result of a use, action or measure by the Partner that causes a breach of these General Terms. 

3.4

Specific indemnity regarding wrongful information

The Partner agrees to indemnify and hold Avant harmless from and against all damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities (including fees for legal services and other similar services in connection with the resolution of disputes) that may arise as a result of the Partner provided to or entered into the Portal any information in breach of its responsibilities under clause 3.2.1 or otherwise under these General Terms. 

4.1

In order to access the Portal, each Partner (each as defined below) will need a user account registered with the Portal (each such user account is in the following referred to as a “Partner Account”). The Partner acknowledges that Avant may use various methods to verify the identity of the Partner and that Avant may from time to time change the method and application for user identity verification.

4.2

The Partner shall ensure compliance with all user requirements as may from time to time be provided by Avant through the Portal. In particular, the Partner shall in no event accept and shall always ensure that there is no circumvention using any method or application. In addition, the Partner understands that the Partner Accounts are intended to be personal for each Partner, meaning that the Partner shall in no event accept anyone else lend, borrow or otherwise share their Partner Account information with each other or with any third party.

4.3

In the event the Partner becomes aware of any unauthorised use of any Partner Account or that any unauthorised user has gained access to passwords or other identification measures relating to a Partner Account, the Partner undertakes to immediately notify Avant about such occasions. 

4.4

The Partner shall be fully responsible for any actions or measures taken through the Portal that arise as a result of the use of a Partner Account by the Partner him/herself or any third party. Reference is also made to clause 3.3 regarding the Partner’s obligation to indemnify Avant for the use of the Portal. 

7.1

Availability, accessibility, reliability and integrity of the Portal

(a) Avant shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise due to the Portal not being available, accessible, reliable or having sufficient integrity and the Partner explicitly accepts that no service credits, liquidated damages or other similar penalty fees will be paid by Avant to the Partner as a result of the Portal not being available, accessible, reliable or having sufficient integrity or that the use of the Portal is limited, for instance (non-exhaustive) due to a loss in technical functionality.

(b) Avant shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise due to the loss of login details of the Partner for any reason such as loss of data, data or personal identity theft.

7.2

Security

Avant shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise due to security shortcomings of the Portal, including but not limited to any vulnerability of the Portal to Trojan horses, viruses, harmful source code or software or any unauthorised access by any third party (including but not limited to any third party member) to the Partner’s information as entered into or provided by the Partner to the Portal.

7.3

Force majeure

Avant shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise due to events of an extraordinary nature, including but not limited to war, rebellion, civil disorder, mobilization, general energy disruption, confiscation, monetary restrictions and authority intervention.

7.4

Use of the Portal

Avant shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise as a result of the use of the Portal by the Partner him/herself or any third party. Reference is made to clause 3.3 regarding the Partner’s obligation to indemnify Avant for its use of the Portal. 

10.1

These General Terms shall enter into force upon receipt by Avant of a duly submitted and completely filled in Sign Up Form. If the Partner has commenced its use of the Portal prior to submitting the Sign Up Form, Avant may limit the Partner’s use of the Portal by limiting the Partner’s access to one or several functionalities within the Portal and may also block the Partner’s access until a duly submitted and completely filled in Sign Up Form has been received by Avant.

10.2

These General Terms shall remain in force as long as the you are a Partner of the Portal. Hence, these terms shall terminate automatically should such relationship terminate (whereby the General Terms shall terminate on the same date) unless the Parties otherwise agree. If the Partner is not a customer of any of Avant’s goods and services (i.e. any other contractual relationship applies between Avant and the Partner), these General Terms shall apply between Avant and the Partner as long as there are any contractual obligations affected by the Portal in force between Parties. Notwithstanding the foregoing, Avant may approve on a case-by-case basis the use of the Portal by the Partner after termination of any other such contractual relationship as may apply between the Parties (as applicable).

10.3

Notwithstanding the foregoing, Avant shall be entitled to terminate these General Terms without cause (and regardless of if such termination constitutes a termination of these General Terms in relation to the Partner only or if the termination constitutes a termination of these General Terms in relation to all and other Partners that use the Portal), by notifying the Partner thereof in writing through the Portal and by providing a notice period of seven (7) days’ to the Partner.

10.4

In addition, Avant may terminate these General Terms immediately (i) due to an actual or anticipated material breach of these General Terms by the Partner, or (ii) due to the Partner having unsubscribed or cancelled its Partner Account, having concluded an agreement with its creditors, if a bankruptcy petition concerning the Partner has been filed or if Avant otherwise has reasonable grounds to believe that the Partner has become insolvent (regardless of if any of these events have actually occurred or if Avant anticipates that any of these events will occur), in each case by giving notifying the Partner thereof in writing through the Portal or email. 

10.5

Notwithstanding a termination of these General Terms, clause 12, 19 and 20 shall survive the termination of these General Terms.

11.1

Avant shall be entitled to revise these General Terms. When revising the General Terms, Avant shall provide the revised set of terms through the Portal, or by other means no later than seven (7) days in advance of the date at which the revised General Terms are intended to enter into force, or no later than two (2) working days in advance of the date at which the revised General Terms are intended to enter into force if the relevant revision is necessary due to changes in laws and/or regulations or due to decisions by supervising authorities.

11.2

If the Partner does not approve the revised General Terms, the Partner shall notify Avant whereby the Partner shall have the right and obligation to terminate pursuant to the provisions regarding the termination without cause (where such termination shall not prevent the entering into force of the revised General Terms). These General Terms shall then terminate at the date proper. If there is other contractual relationship between the Parties, the Partner shall have the right and obligation to terminate any such other agreement affected by the Portal (where such termination shall not prevent the entering into force of the revised General Terms) which the Partner may have with Avant in accordance with the terms of such other agreement, whereby these General Terms shall terminate at the date when any such other agreement finally terminates. 

14.1

The Parties agree that notices in connection with these General Terms shall primarily be provided through the Portal shall be in electronic form (whereby electronic form is sufficient when reference to “written” or “in writing” is made in these General Terms) and shall be deemed given if delivered by e-mail (i) if to Avant, when delivered to the e-mail address set forth in the General Terms, and (ii) if to the Partner, when delivered to the e-mail address of the Partner as provided by the Partner through the Portal from time to time. 

14.2

Notices shall be deemed to have been given as of the date so delivered (if delivered personally), or on the day the receiver confirmed the receipt (if sent by e-mail whereby electronic auto reply is not sufficient as a confirmation) or on the third business day after deposit in the local country mail (if sent by registered mail).

15.1

The Partner may not, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under these General Terms without Avant’s prior written consent.

15.2

Avant may upon notice to the Partner, wholly or partly, assign its rights and/or obligations to an entity which is controlled by Avant, which controls Avant or which is under common control with Avant (where the term “control” of an entity means the direct or indirect ownership of more than fifty per cent (50%) of the shares or interests entitled to vote for the directors of such entity or equivalent power over the management of such entity, for so long as such entitlement or power exists), in each case provided that the assignee entity agrees adheres to these General Terms.

20.1

Any dispute, controversy or claim arising out of or in connection with these General Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Singapore Arbitration Act (the “SAA”).

20.2

The Arbitration Rules by the Singapore International Arbitration Centre (“SIAC”) shall apply, unless the SIAC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that any applicable expedited approach shall apply. In the former case, there shall be three arbitrators.

20.3

The seat of arbitration shall be Singapore unless the Parties otherwise agree. The language to be used in the arbitral proceedings shall be English, unless the Parties otherwise agree.