MIRAVIA OPEN PLATFORM

OPEN PLATFORM SERVICES AGREEMENT

1.INTRODUCTION

The Miravia Open Platform provides a development environment for: (a) Developers to develop and integrate their applications with the Miravia systems via open APIs, and share the applications to Sellers; and (b) for Sellers to access and call open APIs via the Platform. Through the Platform, you (i.e. Sellers and Developers that use the Miravia Open Platform) can programmatically exchange approved categories of Data (including any relevant User Data or Buyer Data as defined below) relating to products, orders, package shipment, and finance to enable you to provide services to Sellers.

Please read this Services Agreement, including any attachments, schedules and exhibits thereto which are incorporated by reference (collectively referred to as the "Terms") carefully. These Terms govern your access to and use of the Platform and the Tools through which you may access the services offered by Miravia and its Affiliates.

By accessing or using any of the Platform and the Tools, you acknowledge that you have read and agree to be bound by these Terms as well as any other applicable terms, rules and policies as may from time to time be prescribed by Miravia. These may include the Developer Rules[1] and the Security Measures[2] made available on the Open Platform Site[3]. If you do not agree to these terms, you must immediately cease access to and use of the Platform and the Tools. Miravia may update the Terms from time to time in accordance with these Terms and if you use the Platform or the Tools after the effective date of such amendment, you are deemed to have accepted such amendment in accordance with Clause 15 of these Terms.

If you are accessing or using any of the Platform and the Tools as an individual, you represent and warrant that (i) you are at least 18 years of age or the minimum legal contracting age in all other relevant countries including the country in which you are resident or from which you use the Platform or the Tools, whichever is higher; and (ii) you are mentally sound and have sufficient mental capacity to enter into legally binding contractual arrangements.

If you are accessing or using any of the Platform and the Tools on behalf of an entity, you represent and warrant that (i) you have the full power, capacity and authority to bind that entity to the Terms; (ii) by accepting the Terms, you are doing so on behalf of that entity, and all references to "you" and similar expressions in these Terms shall mean you and that entity.

2 DEFINITIONS AND INTERPRETATIONS

2.1. In these Terms, unless the context otherwise requires, the following definitions shall apply:

"Account" has the meaning given to it in Clause 3.2.

"Access Token" has the meaning given to it in Clause 3.3.

"Affiliate" with respect to a party means any person directly or indirectly controlling, controlled by, or under direct or indirect control with, such party, as the case may be.

"APIs" means the application programming interfaces made available by Miravia via the Platform.

"Applicable Laws" means all applicable statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognised stock exchange, as may be applicable, international treaties and regulations.

"Application" means the software application, website or other interface that you develop, own and/or operate in compliance with the Terms for the specific use in connection with the Platform, Miravia Services and/or any Miravia Marketplace and shall include all Application Content and any fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such Application.

"Application Content" means (a) any content, ads, services, technology, Data and other digital materials (including databases, text, graphics, photographs, animations, audio, music, video, links or other content) created for use in connection with the Application and/or any User Material submitted by you or end users of your Application through the Platform and/or the Application; and (b) any information you provide us about such Application, including the name, product description, text, graphics, image, logo and other descriptive or identifying information and material associated with you or your Application.

"Application Key(s)" or “App Key(s)” means the identification code unique to your Application that is used to identify an Application and is used to connect to, or perform, an API call on the Platform.

"Application Secret" or “App Secret” means the confidential secret key unique to your Application that Miravia provides to you through the Platform for your use of the APIs.

"Miravia" means Miravia Operating E-Commerce Private Limited (Registration No: 202218799Z), or any of its successors, permitted substitutes and permitted assigns (including pursuant to any assignments under Clause 20.1.

"Miravia Content" means all Data stored in and retrieved, through the Platform or your Application, whether directly or indirectly, from the databases of the Miravia Group, which may include Personal Data (including Data anonymized, aggregated, or derived from such Data), and does not include information that you obtain independently of the Miravia Group by lawful means.

"Miravia Group" means Miravia, its related corporations and Affiliates.

"Miravia Indemnitees" means members of the Miravia Group, Miravia Affiliates and all of their respective officers, employees, directors, agents, representatives, contractors and assigns.

"Miravia Marketplaces" means the Miravia-branded ecommerce marketplaces on such internet domain as specified by Miravia, and which are maintained by Miravia and/or other member of the Miravia Group.

"Miravia Marketplace Terms" means the terms governing Sellers' use of the Miravia Marketplace as made available to Miravia Users from time to time.

"Miravia Services" means the Miravia Marketplaces, the Miravia Content and all other services, application and tools made available by the Miravia Group to the Miravia Users (including but not limited to the Seller Centre and services provided therein).

"Miravia User" means any person who accesses any Miravia Marketplace which for the avoidance of doubt, shall include (without limitation) any buyers and/or sellers who access or use Miravia Marketplace and/or Miravia Services.

"Authentication" has the meaning given to it in Clause 9.1(c).

"Authorised User" means any person or entity accessing or using the Account, and/or any of the Platform and the Tools on behalf of and/or under authorisation of the Developer.

“Business Day” means a day other than a Saturday or Sunday or public holiday, on which banks are ordinarily open for transaction of business in Singapore and Spain.

"Buyer Data" means any Personal Data relating to Miravia Users that is under the Control of that Seller (such as, Personal Data relating to Miravia Users who have made a purchase with Seller on the Marketplace).

"Clause" means a clause in these Terms.

"Confidential Information" has the meaning given to it in Clause 14.1.

"Controller" shall have meanings given in the EU/UK Data Protection Laws.

"Control" means either the ownership of share capital of a company (or its equivalent right of ownership) conferring more than 50% of the votes or power to direct its policies and/or management, whether by contract or otherwise and “controls”, “controlling” and “controlled” shall be construed accordingly.

"Data" means any data (including Personal Data), record, information and any other material, regardless of the form or media on which it may be recorded and includes, without limitation, all databases, text, graphics, photographs, animations, audio, music, video, links or other content made available by any party in connection with the use of the Platform and the Tools.

"Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed, and for the avoidance of doubt shall include the loss of any storage medium or device on which Personal Data is stored in circumstances where the unauthorized or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data has occurred or is likely to occur.

"Data Protection Laws" means all applicable data protection and privacy laws and regulations, including all subsidiary legislation, regulations, orders, standards, guidelines or other like legal instruments related thereto and any amendments or re-enactments made from time to time which are applicable to the Personal Data, and shall include the EU/UK Data Protection Laws and the PDPA.

"Data Subject" shall have meanings given in the EU/UK Data Protection Laws.

"Developer" means any person or entity (including a Seller) which has submitted a valid application and has met the relevant authentication and other requirements to develop Applications for publication or distribution on the Platform in accordance with the Terms, and shall, where applicable, include any Authorised User of the Developer.

"EULA" refers to the end user license agreement entered into between the Developer and the User entered into in accordance with Clause 6.1.

"EU/UK Data Protection Laws" means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time.

"Force Majeure Event" means any circumstance not within a party's reasonable control, including, without limitation (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar acts of God; (b) epidemic or pandemic (including the COVID-19 pandemic); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any law or any action taken by a governmental authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water and telecommunications.

"Good Industry Practice(s)" means the practices, procedures, methods and standards followed when work and services are undertaken in a sound and workmanlike manner, with due care and skill, with due expedition and without unnecessary or unreasonable delays, that are in accordance with applicable laws and that are consistent with best practice for an experienced, prudent and competent developer engaged in a similar type of undertaking under the same or similar circumstances as the Developer.

"Losses" means any and all liens, damages, penalties, losses, settlement sums, costs, expenses (of any kind or of any nature whatsoever (including third party claims, legal fees and expenses on a full indemnity basis, consultant’s fees, experts’ fees and other costs associated with litigation), disbursements, charges, obligations, actions, proceedings, litigation, judgments, suits, claims, demands and other liabilities, whether foreseeable or not, suffered or incurred by any person, whether arising in contract or tort (including negligence) or under any statute or under any other cause of action.

"Intellectual Property Rights" means all copyright, patents, trade marks, service marks, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

"Marks" means, with respect to an entity, such entity’s names, trade marks, service marks, trade names, logos and other distinctive brand features.

"Modification" has the meaning given to it in Clause 15.1.

"Open Platform Developers Program" means the program operated by Miravia through which the Platform is made available to Developers to develop and integrate their Applications with the Miravia systems via open APIs, and share the Applications to Sellers.

"PDPA" means Personal Data Protection Act 2012 (No. 26 of 2012).

"Personal Data" shall have meanings given in the EU/UK Data Protection Laws.

"Platform" means the online platform owned and operated by Miravia as part of the Miravia Open Platform Developers Program.

"Platform Rules" means the rules, guidelines, and policies etc. applicable to your use of any of the Platform and the Tools, as they may appear on the Platform or be communicated to you from time to time by Miravia.

“Policies" means any relevant guidelines, notices, instructions, operating rules and policies (including the Platform Rules and the Privacy Policy) pertaining to access to, or use of, the Platform, Tools or Miravia Services which Miravia may issue, amend and/or update from time to time.

"Privacy Policy" means the relevant privacy policy which applies to (i) Miravia Users as it may appear on the Miravia Marketplaces or be communicated from time to time by Miravia; and the users of the Platform as it may appear on the Platform or be communicated from time to time by Miravia.

"Processor”, “Processing" and "Process" shall have meanings given in the EU/UK Data Protection Laws.

"Prohibited Materials" means any information, graphics, photographs, data and any other material that:(i) contains, or which may contain, viruses, trojan horses, worms or other potentially harmful components or malicious code which may threaten, infect, damage or otherwise interfere with the Platform, the Tools, the Miravia Marketplaces, the Miravia Services or otherwise; (ii) creates or may create a Data Breach, security risk or vulnerability; (iii) infringes any third-party Intellectual Property Rights or any other proprietary rights of a third party; (iv) is false, inaccurate, misleading, defamatory, libellous, harassing, threatening or promotes hate or incite violence; (vi) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the Applicable Laws; or (vii) is or may be construed, in Miravia's sole opinion, as abusive, offensive or otherwise objectionable.

"Relevant Period" has the meaning given to it in Clause 3.11.

"Security Measures" means the security requirements and guidelines applicable to the development, deployment, operation, maintenance, and management of all Applications and Application Contents for use in connection with the Platform and/or any Miravia Marketplace as made available on the Platform or be communicated from time to time by Miravia.

"Seller" means a registered seller on the Marketplace.

"Seller Account" has the meaning given to it in Clause 9.1(c).

"Seller Center" means any tool offered by Miravia to Seller for the operation of Seller’s operations on the Marketplace and access to all the services and tools available at the Seller Center.

"Terms” means the relevant terms of use (including but not limited to the Terms, the Policies, Platform Rules and the Privacy Policy) which apply to your use of any of the Platform and the Tools, as determined by Miravia.

"Tools" means the various features, content, services and functions made available through the Platform from time to time, including, without limitation, the Data, the APIs, the Application Keys and specifications and technical documentation accompanying any API.

"User" means, in relation to any Application, the end-users of such Application, and anyone who sublicenses such Application.

“User Data” means Data about Users (whether such end Users are natural persons or, to the extent consistent with privacy or data protection laws, legal persons).

"User Materials" means any information, text, graphics, photographs and materials or content submitted by you through the Platform or any of your Applications.

“Vulnerability” shall refer to any flaw or weakness in system security procedures, design, implementation, logic or internal controls, whether in software and hardware, that could be exercised (whether accidentally triggered or intentionally exploited by any party) and potentially result in a Data Breach affecting Personal Data or any unauthorised disclosure of Miravia Content.

"Your Personnel" means your employees, personnel, secondees, agents, principals, contractors and subcontractors.

2.2. In these Terms, unless the context otherwise requires:

(a) the headings are for convenience of reference only and shall not affect the interpretation or be used in the construction of these Terms;

(b) reference to an agreement or document (including a reference to these Terms) is to the agreement or document as amended, supplemented, novated or replaced;

(c) references to a person include any company, partnership or unincorporated association (whether or not having separate legal personality);

(d) references to a company include any company, corporation or any body corporate, wherever incorporated or not;

(e) references to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, whether in a physical document or in an electronic communication or form or otherwise;

(f) reference to the singular shall include references to the plural and vice versa;

(g) references to a party to these Terms or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives);

(h) references to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

(i) unless the context otherwise requires, any provision in these Terms which uses the words "includes", "including", "for example", or similar expressions, does not limit the generality of what else might be included, and shall be deemed to be followed by the words “without limitation”; and

(j) nothing in these Terms is to be interpreted against a party solely on the ground that the party put forward these Terms or a relevant part of it.

3. ACCOUNT

3.1. Your use of the Platform and the Tools is governed by a legal agreement between (i) you and (ii) Miravia or its Affiliates (as applicable) consisting of the Terms. By accessing or using any of the Platform and the Tools, you agree to be bound by the Terms. If you do not agree to the Terms, you must immediately cease access to and use of the Platform and the Tools. In the event of any conflict or inconsistency between these Terms and any other documents (including but not limited to the Policies, the Platform Rules and the Privacy Policy), these Terms shall prevail unless a term set out in such document is expressly identified as amending a term in these Terms or taking precedence over such term, in which case the term in such other document shall take priority.

3.2. You are only authorized to access or use the Tools through an account registered with Miravia in connection with the Platform or via the use of the Seller Access Token in the case of a Seller (each referred to as an "Account"). You shall not access or use (or attempt to access or use) any of the Tools or any part or the whole of the Platform without an Account or by means which have not been authorised by Miravia. All Account registrations are subject to the approval of Miravia, and the opening of your Account shall be in accordance with the admission procedures prescribed by Miravia from time to time and subject to your satisfaction of the registration conditions stipulated from time to time by Miravia.

3.3. Sellers may also access certain parts of the Platform and the Tools using the personal access token generated within the Seller Centre (“Access Token”) without having to do a separate registration on the Platform, and such Sellers shall be deemed to have registered for an Account for the use of the Open Platform in accordance with these Terms. Sellers can generate, manage, revoke or delete up to the specified number of Seller Access Tokens associated with their Account within the Seller Centre.

3.4. All Account registrations are subject to approval, and the opening of your Account shall be in accordance with the registration procedures prescribed by Miravia from time to time. To be admitted to the Platform as a Developer and to gain access to certain parts of the Platform and Tools, you may be required to complete our security assessment and/or other due diligence assessment or checks as designated by Miravia from time to time, and the results thereof shall be satisfactory to Miravia in its sole and absolute discretion.

3.5. By applying for an Account and/or accessing and/or using any part of the Platform and the Tools, you represent and warrant that all information provided to Miravia in connection with the Account or your access to and use of the Platform and the Terms of Use from time to time (including such information submitted during the application process) is true, valid and accurate and is not false, misleading or has omitted to state any material fact necessary to make such information not misleading.

3.6. You undertake to ensure that all such information referred to in Clause 3.5 remains accurate and updated at all times during the term and your use and/or access of the Account, Platform and/or the Tools. You further undertake that you will notify Miravia immediately of any change in such information required to be disclosed under the Terms of Use or which had been provided in connection with your Account. Miravia may at any time in its sole and absolute discretion, request that you update your Data or account settings or to provide the list of all Authorised Users which have access to your Account.

3.7. If Miravia determines or has reason to believe that:

(a) you have failed to comply with any Terms and/or any terms and conditions relating to the provision of the Miravia Services by any member of the Miravia Group or Applicable Law; and/or

(b) the security of your Account, assigned keys or other credentials (including the Seller Access Token) has been compromised or any fraudulent, unlawful or unauthorized activity has taken place in connection with your Account, Miravia, may in its sole and absolute discretion and without prior notice or any liability, take all actions that it determines as appropriate, including but not limited to the following:

(i) to accept or reject any application for an Account;

(ii) to limit and/or suspend any rights associated with your Account and/or any Application developed, operated or distributed by you;

(iii) to impose limits, conditions or suspend or revoke your access to the Account, Platform and/or any Tools to disable, suspend or terminate your Account and/or remove any Application developed, operated or distributed by you; and/or

(iv) otherwise take any actions or penalty measures as permitted under the Platform Rules and Applicable Laws.

3.8. You will immediately notify Miravia in writing if you have knowledge of or reason for suspecting that the security of your Account, assigned keys or other credentials (including the Seller Access Token) has been compromised, and if so required by Miravia, cooperate with all investigations and provide any information reasonably requested by Miravia.

3.9. You will not transfer, loan or share your Account, assigned keys or other credentials (including the Seller Access Token) provided to you by or on behalf of Miravia in connection with the Platform with any third party except in accordance with these Terms or otherwise with the prior written consent of Miravia. You will not attempt to gain (or allow or enable others to gain) unauthorised use or access to the Platform, the Tools or to any Miravia Marketplace or Miravia Services through the use of your Account, assigned keys or other credentials (including the Seller Access Token) provided to you by or on behalf of Miravia. You acknowledge and agree that failure to comply with this Clause would entitle Miravia to take any and/or all actions set out in Clause 3.7 above.

3.10. You acknowledge and agree that (i) you are solely responsible for and will at all times maintain the security and prevent the misuse of your Account, any assigned keys and/or other credentials (including the Seller Access Token) provided to you by or on behalf of Miravia in connection with the Platform; (ii) you will keep a register of all Authorised Users which have or previously had access to your Account, any assigned keys and/or other credentials (including the Seller Access Token); (iii) you will ensure all Authorised Users granted access to your Account shall agree in writing to comply with these Terms, and all other agreements related to the use of the Platform and the Tools which you enter into with Miravia; (iv) you shall be fully responsible for, and be bound by, any and all activity, access and use of the Platform and the Tools, and any information, Data or communication referable to your Account, whether or not authorised by you; and (v) the Miravia Group shall (to the fullest extent permitted by the Applicable Laws) be entitled to act upon, rely on and hold you fully responsible and liable in respect thereof as if the same were carried out or transmitted by you.

3.11. Miravia reserves the right, exercisable in its sole and absolute discretion and without prior notice or any liability, to limit, disable, suspend, or terminate your Account, and/or limit, disable, suspend or terminate any Application developed, operated or distributed by you through the use of the Platforms and the Tools if any such Account or Application is dormant for more than 90 consecutive days or for such other duration as Miravia may notify from time to time in the Platform Rules (“Relevant Period”). You are required to comply with the provisions of Clause 19 upon the termination or disabling of your Account.

For the purpose of this Clause:

(a) An Account is dormant if: (i) you have never uploaded any Application since creation; (ii) the Account has not passed the verification review by Miravia since creation; or (iii) all Applications created by such Account are deemed to be dormant for more than 30 days; and

(b) An Application is dormant if: (i) the Application is not made available online to Users after the Relevant Period has passed from their creation or last availability; or (ii) the Application has no API call within a Relevant Period.

3.12. Miravia reserves the right exercisable in its sole and absolute discretion, to disallow any requests to reactivate or retrieve an Account or Application which has been limited, disabled, suspended or terminated for any reason whatsoever.

4. THE PLATFORM

4.1. You may only access and use the Platform and the Tools to create, distribute and use Applications to access and interact with the Miravia Services in a manner which is in accordance with the Terms and the Applicable Laws.

4.2 Such access and use are currently made available at no charge. However, Miravia reserves the right, in its sole and absolute discretion, to charge such fees and impose such terms as it may from time to time deem appropriate. We will use commercially reasonable efforts to notify you of any material changes to these Terms (including any charges) in accordance with Clause 15. If you do not agree to such fees and terms, you must stop access to and use of the Platform and the Tools immediately. In such situations, you acknowledge and agree that your sole and exclusive remedy is to terminate these Terms and Miravia shall bear no liability towards you whatsoever.

4.3. You shall be fully responsible for ensuring that you, your Authorised Users and your Users comply with the Terms, and any act or omission by any of the Authorised Users or Users of your Applications amounting to a breach of the Terms shall be deemed a breach by you.

4.4. Save as expressly agreed by Miravia in writing, under no circumstances shall any member of the Miravia Group be, nor shall you represent any member of the Miravia Group to be, (i) construed to be a party to (or to have endorsed, sponsored, certified or involved in) any transaction between you and any third party; or (ii) liable in any way for any transaction between you and any third party, whether or not such transaction directly or indirectly relates to the Platform and/or the Tools.

4.5. Any member of the Miravia Group (other than Miravia) may provide any part or the whole of the Platform and/or any of the Tools on behalf of Miravia, and these Terms shall also govern your relationship with such member of the Miravia Group in respect of the Tools, and any reference in these Terms to “Miravia” shall be deemed to refer to such member of the Miravia Group. In such situations, Miravia shall have no liability for the performance or non-performance of such member of the Miravia Group, shall not be deemed as an agent of such member of the Miravia Group, and is not jointly and severally liable with such party, notwithstanding that Miravia is a party to these Terms.

4.6. Nothing in these Terms shall prohibit or restrict Miravia or any other member of the Miravia Group from entering into similar or different agreements with third parties, or from acquiring, developing, licensing, marketing, promoting or distributing any products or services that may compete with your Applications or that may perform the same or similar functions as your Applications.

4.7. The use of the Tools may require open source software or other third-party software, which may be subject to a separate license agreement between you and the applicable licensor of such open source software or third-party software. Miravia shall not be construed as endorsing or recommending such software and shall have no responsibility with regard to the selection or to your use of such software. You undertake to comply with the terms of such agreement at your own cost and risk. You further agree to unconditionally indemnify and hold harmless, and, at Miravia’s option, defend the Miravia Indemnitees, from and against any and all Losses arising out of, or relating to, any actual or alleged breach by you of such agreement. To the extent such agreement contains terms which are inconsistent with, and which expressly supersede, these Terms, those terms shall prevail to the extent of the inconsistency and solely with respect to the open-source software or third-party software which is the subject of such agreement.

5. APPLICATIONS

5.1. These Terms cover both Applications which you choose to distribute for free, and Applications for which you charge a fee.

(a) If you charge a fee for your Application, you assume sole responsibility and liability for all related transactions and authentications, records and Taxes. Miravia will have no obligation to you with respect to such payment related matters, including without limitation, to track and process payments, authenticating payments, Users, maintaining or making available any records, or to pay, report or charge any Taxes.

(b) If you provide an Application for free, you may not collect future charges from Users unless with reasonable prior written notice and subject to the User’s consent to such charges. No charges shall be collected for the period during which the Users were allowed to use the Application for free.

5.2. Each Application is submitted under one of the specified categories on the Platform, which will determine the API groups that the Application is granted access to. All Applications submitted are subject to the review and approval of Miravia before they are published. You will provide Miravia with the requested information, which includes the description of the Application, a high-level application architecture that describes the key functions of your Application, any modules within your Application (and their purpose), any dependency on third party modules or applications, and any data flows associated with such Application. As part of the review process we may, but shall not be obliged to, test your Application to verify that complies with the requirements as may be stipulated by Miravia from time to time.

5.3 For any approved Application, Miravia will provide you with a unique Application Key (App Key) and Application Secret (App Secret) in connection with each Application created by you. You shall all times maintain the security and prevent the misuse of the Application Key and App Secret, and ensure that such App Key and App Secret are used only as permitted in accordance with these Terms or otherwise with the prior written consent of Miravia.

5.3 You agree, and shall procure that your Authorised User agree that, that you will not use the App Key or App Secret of any other person, or sell, transfer, sub-license or otherwise disclose your App Key or App Secret to any third party at any time. You to immediately notify Miravia when you discover or suspect any unauthorized use of the App Key and App Secret. Miravia will not be liable for all usage of the App Key and App Secret of Developers, Sellers or Users, including but not limited to any unauthorized access, alteration or deletion, damage, corruption, loss or failure in storage.

5.4 You shall not state or imply that Miravia has participated in the development of, sponsored, endorsed, is associated with, or recognized the Application developed and/or published by you, including but not limited to using any variations, abbreviation or misspelling of Miravia’ or the Marks belonging to the Miravia Group or Miravia Affiliates in the name or URL or otherwise on the domain page of the Application or of the Developer, the Seller or the User.

5.5 Applications prohibited by laws, regulations, sanctions and trade restrictions in any relevant country or jurisdiction worldwide are strictly forbidden on the Platform. The listing for sale or supply into the European Union or other markets of a product that is subject to import prohibition/restriction is prohibited on the Platform.

6. ONLINE TRANSACTION OF APPLICATIONS

6.1 You shall, in relation to each of your Applications, enter into a binding agreement with each User before permitting the User to use the Application, and ensure that the agreement (“EULA”) complies with the minimum requirements in Exhibit A. You further agree that you will, when requested, provide Miravia with a copy of the EULA, and any other terms and conditions entered into between you and the User in relation to the Application, and promptly notify Miravia of any amendments thereto.

6.2 Miravia shall have the right to display on the Platform or on any other portals owned, operated or managed by it and/or its Affiliates (including the Seller Center), the text description, pictures and/or photos of the Application provided by a Developer comprising the descriptions of the Application which the Developer lawfully owns and intends to trade. Miravia will not be responsible for the accuracy or content of description of Applications. You shall be responsible for ensuring that all Application descriptions and categorizations are accurately submitted.

6.3 Any dispute arising from the Users’ usage of the Applications and paid services provided by Developers shall be settled between the Users and the Developers on their own, for which Miravia will not be liable. Miravia may, without being obliged to do the same, endeavor to mediate between Users and Developer in case of dispute and the Developer shall also in good faith participate in such mediation process with a view to providing high-quality service to the Users, provided, however, that Miravia will not guarantee the actual result of such mediation.

6.4 Notwithstanding the foregoing, if you or your User breaches these Terms or any relevant Policies or rules, Miravia has the right to, where applicable and without any liability whatsoever, suspend, restrict or delete the Applications from the Platform or on any other portals on which it has listed such Application or restrict the functions thereof (whether in part or in whole), which may cause failure to provide services by the Applications purchased by users or inability to use such services.

7. SERVICES PROVIDED BY MIRAVIA

7.1. Miravia will provide, and/or will procure that its Affiliates provide, the relevant network environment and technical support for development of Applications by you and/or use of Applications by the Users, including the development and encapsulation of APIs, data sync, system environment for development and running of Applications and relevant Internet technology service.

7.2 Miravia may change, add or reduce the scope of the network environment and technical support provided under this clause at its sole discretion, provided that Miravia shall notify you of any material changes in accordance with Clause 15.

7.3 Miravia may in its sole and absolute discretion limit your access, calls and use of the APIs (for example, by limiting the number of API requests which you may make or the number of Users per Application) and you undertake not to circumvent such limitations. All API calls initiated by your Users will be made through your Application Keys and shall count towards your maximum permitted API calls which may be stipulated by Miravia from time to time.

8. SECURITY

8.1. You agree to comply with the Security Measures and any other requirements as may be imposed by in the development, deployment, operation, maintenance, and management of your Application and/or your use of the Platform and the Tools.

8.2. While Miravia is not obligated to monitor the Application or its content, you agree to co-operate fully with Miravia and to provide Miravia with any authorisations and/or access required to: (a) conduct regular security testing on your Application, including but not limited to penetration testing and Vulnerability scanning against your Application and/or the Application’s hosting infrastructure; (b) monitor and review (including by way of automatic means) of your Applications’ public domain for compliance with the Terms (including the Security Measures), and any other Applicable Laws.

8.3. Miravia may test your Application from time to time using either manual security testing methods or automated security testing methods, including but not limited to:

(a) Blackbox application testing to identify Vulnerabilities and weaknesses within your Application;

(b) Whitebox application testing where you will be required to provide Miravia with requested credentials to access your application for the purpose of understanding your Application architecture, functionality and for the purposes of conducting security testing; and

(c) Automated testing using software to expose Vulnerabilities and weaknesses within your Application (if any).

8.4. When requested by Miravia, you shall provide information about yourself, your Application and/or your hosting infrastructure (as well as that of any third-party contractors who are Processing any Personal Data or Miravia Content) within a reasonable time to facilitate any security testing and assessment.

8.5. Miravia may notify you of any Vulnerabilities identified by Miravia from time to time, and require you to undertake remedial actions to rectify or mitigate the Vulnerabilities within the following timeline (or such other timeline determined by Miravia), depending on the risk rating for such Vulnerability, which shall be determined by Miravia at its sole discretion:

8.6. Upon such notification, you shall promptly propose to Miravia in writing the remedial actions to rectify or mitigate the Vulnerabilities in a manner which is reasonably satisfactory to Miravia. Upon Miravia’s approval (which may be withheld in Miravia’s sole and absolute discretion), you shall complete such rectification or mitigation at your own cost and expense within the relevant timeline as set out in this Clause 8 or such other timeline as may be determined by Miravia at its sole discretion.

8.7. You agree to integrate your Application and all related Application Content with any security services that Miravia may provide (“Miravia Security Services”) at your own cost and expense. Any such requirement for integration shall be made known to you prior to your access to any Application Keys or APIs, and failure to comply will result in your inability to access such Application Keys or APIs. You acknowledge that Miravia will monitor such integration through the Miravia Security Services and may notify you of any suspicious or unauthorised activities. Upon receipt of such notification, you undertake to respond and act accordingly to remediate such issues to the reasonable satisfaction of Miravia within five (5) Business Days. Miravia may at its discretion notify you and require the addition or update of any Miravia Security Services integrated with your Application, and you undertake to authorise and carry out any such addition or update within thirty (30) days upon receipt of notification.

8.8. You may host your Application on any server, whether or not approved by Miravia. The server that is hosting your Application must be properly configured to Internet industry standards so as to securely operate your Application and protect against unauthorised access to, disclosure or use of any information you receive from Miravia, including anonymised Data and/or Personal Data. Miravia reserves the right at any time to impose such terms and conditions as it deems appropriate in relation to the hosting of the Application. Such terms and conditions will be made publicly available to you, whether through publication of a Miravia Policy or otherwise, and you hereby agree to comply with such terms and conditions.

8.9. Without prejudice to any other rights or remedies that the Miravia Group may have, Miravia has the right to determine at its sole discretion your compliance with the Security Measures and the requirements of Clauses 10 and 14, and take one or more of the measures as set out in the Policies and/or the Terms against you or the Application if it becomes aware or reasonably suspects that you are in breach of such provisions.

9. REGULATIONS ON YOUR USAGE OF THE PLATFORM

9.1. You hereby represent, warrant and covenant that:

(a) you shall comply with these Terms, the Policies and all Applicable Laws in your use or access of the Miravia Services, the Platform, the Tools, Miravia Marketplaces and the Miravia Content;

(b) you may not use or access (or otherwise attempt to, or permit, assist or facilitate others to, use or access) any of the Miravia Services, the Platform, the Tools, Miravia Marketplaces and the Miravia Content in any way which may, directly or indirectly undermine the commercial interests of the Miravia Group;

(c) if your Application requires a User to sign-in to the account of such User which is registered as a Seller with the relevant Miravia Marketplace ("Seller Account"), your Application may only access such account after the User has granted such access to your Application via a Miravia controlled sign-in and consent page (“Authentication”) and provided that such Authentication remains valid. Any Authentication is revocable at any time for any reason by the relevant User;

(d) you will not request any Data (including any Miravia Content) or permission to access such Data from the User unless it is necessary to meaningfully improve the quality of the User’s experience in the specific product or service for which the User has consented to share its Data;

(e) your will not engage in any activity within the Platform (including the development, operation and distribution of any Application) or use the Tools in a manner which:

(i) violates a third party’s terms of service or terms and conditions;

(ii) facilitates (or otherwise permits) any User or Miravia User to breach the terms of use of the Miravia Marketplace or any Miravia Services, or otherwise interfere with any investigation into, enforcement of and implementation by Miravia (and other members of the Miravia Group) of such terms and conditions;

(iii) violates the rights or interest of the Miravia Group, these Terms and/or any Applicable Law;

(f) where the APIs contain software or code which is subject to open-source licence or third party licence, and to the limited extent that such licence are inconsistent with these Terms and are stated to expressly supersedes these Terms, the terms of such licence shall instead prevail over these Terms;

(g) None of the following:

• the exercise by the Miravia Group of any rights granted under this Agreement;

• any of your Application or the Application Content; or

• your sale, distribution, or promotion of your Application or any Application Content,

will violate any Applicable Law; require Miravia to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any Prohibited Materials; or violate or infringe any Intellectual Property Rights, proprietary, or other rights of any person or entity (including contractual rights);

(h) you shall not do (or attempt to do) any of the following acts:

(i) publish, distribute or allow access or links the Miravia Services, including to the tools, from any location or source other than your Application;

(ii) use Miravia Services to promote or engage in seller arbitrage;

(iii) create any Application that may be used in breach of any of these Terms, the Policies, any other applicable Miravia agreement or policy and Applicable Laws and/or that may infringe any rights (including intellectual property rights) of any third party;

(iv) use APIs in a manner that exceeds reasonable request volumes, constitutes excessive or abusive usage, burdens network capacity or otherwise violates any Policies that Miravia may implement from time to time;

(v) create liability for Miravia or cause Miravia to lose (in whole or in part) the services of Miravia’s internet service providers (ISPs) or other suppliers;

(vi) obtain unauthorised access into, interfere with, disrupt, disable, violate, tamper with, over-burden or otherwise impair the Platform, the Tools, the Miravia Services, or any other servers, networks and/or computer systems or networks connected to, or any security measuresor technological protection measures in relation to, any of the Platform, the Tools or the Miravia Services;

(vii) introduce, use, post, promote or transmit, or permit the posting, promotion or transmission through the Platform, Miravia Services or your Application any Prohibited Materials;

(viii) capture, maintain, scan, retrieve, index, store, share, use, mine any Data (including but not limited to the Miravia Content) stored or transmitted in course of the Miravia Services or otherwise use data-mining technology, for any unauthorized activities, or in any way reproduce or circumvent the navigational structure or presentation of the Platform. For the purposes of this requirement, “unauthorized activities” mean the data mining or processing of data stored or transmitted through the Platform and the Miravia systems for an unrelated commercial purpose, to create private databases or for any other purpose than is explicitly authorised by Miravia;

(ix) interfere with another’s utilisation and enjoyment of the Platform, Miravia Marketplaces and the Miravia Services;

(x) modify, decompile (save as expressly permitted by Applicable Law), reverse engineer, disassemble, translate, or otherwise extract or derive or attempt to extract or derive any of the Tools, APIs or Miravia Content, or their respective source code(s), trade secrets, or Confidential Information therein; or

(xi) collect, process, retain, transfer, disclose or use Personal Data of any User other than as provided in these Terms and consented to by the Users;

(xii) provide any Data (including Personal Data) or information to Miravia or any User unless you also represent and warrant that it is accurate and you have all rights and have obtained all consents (including consents from the individuals whom such Personal Data relate to) necessary to provide such Data or information to Miravia, its Affiliates and/or the User, and for Miravia, its Affiliates and/or the User to Process it in the manner as contemplated;

(xiii) send marketing materials to the Users and/or the Miravia Users (whether by post, text, voice call, email or otherwise), or use any Personal Data obtained from Miravia and/or its Affiliates or otherwise through the use of the Platform or the Tools for any marketing activities unless with the express prior written approval of Miravia and subject to the compliance with all Applicable Laws; or

(xiv) use the Platform or the Tools other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other Applicable Laws;

(i) unless otherwise agreed by Miravia in writing, you shall not make any statement or action which suggest partnership with, endorsement by, assumption of responsibility, or sponsorship by any member of the Miravia Group; and

(j) you shall take all necessary steps to ensure that the Applications are not mistaken or misrepresented as being the products or services of the Miravia Group.

9.2. (a) You hereby represent, warrant and agree that you and your Affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction. You further represent, warrant and agree that you shall/are not, and your director(s), officer(s), controlling party/ies, Affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any sanctions of any governmental, international or regulatory entities.

(b) For products, services, software, and technologies (including the software and technologies provided by Miravia) available on the Platform, you undertake that you shall comply with all applicable laws and regulations related to trade restrictions and economic sanctions. In order to maintain the transaction order and transaction security on the Platform, if you are in breach, Miravia may close relevant transaction and take other measures upon discovery.

9.3 In the event that Miravia, in its sole and absolute discretion, is of the view that you have failed to comply with any of these Terms or terms and conditions relating to the provision of the Miravia Services by any member of the Miravia Group, Miravia may take all such steps and remedies as it deems appropriate without any liability to you whatsoever. Such steps include, without limitation, investigating, suspending or terminating your Account and seeking damages or specific performance.

9.4. You shall be fully responsible for your Applications, and for all costs and expenses related to your use of the Tools, including but not limited to the cost of developing and maintaining any Application. In particular, access to certain Tools, Miravia Content and increased API call limits may require special certifications and/or be subject to conditions which Miravia may impose from time to time. In the event that any special certification or additional condition is required, Miravia has the sole and absolute discretion to hold you responsible for any costs associated with such certification or condition, and to require you to make the necessary modifications to your Application to meet such certification criteria or condition at your sole expense.

9.5 Miravia may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Platform and/or the Tools and or your Application, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Miravia’s rights or property, or the rights or property of visitors to or Users of your Application, including Miravia Users. Miravia reserves the right at all times to disclose any information that Miravia deems necessary to comply with any Applicable Law, legal process (including but not limited to any intellectual property disputes) or governmental request. Miravia also may disclose your information when Miravia determines that Applicable Law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. You hereby agree and acknowledge that:

(a) all Intellectual Property Rights in this Platform, the Tools, the Miravia Content, Miravia Marketplaces and Miravia Services belong to the Miravia Group and the respective third-party proprietors;

(b) save as expressly set out in this Clause 10, no other rights or licenses (including licenses or rights under any patent, copyright, trade mark or any other Intellectual Property Right) are granted either directly, by implication, or otherwise by the Miravia Group or the relevant third party proprietor thereof; and

(c) you will not undertake any action inconsistent with the foregoing or permit or assist any third party to do so.

10.2. You shall not:

(a) copy or reproduce any part or the whole of the Platform by any means or form;

(b) modify, adapt, translate or alter any part or the whole of the Platform, merge all or any part of it with any other software program, or create any derivative works based on the Platform;

(c) reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Platform; or

(d) remove, modify, alter or reproduce any copyright or trade mark symbol appearing on any part of the Platform.

10.3. Unless otherwise expressly provided in these Terms, the Miravia Group and its Affiliates shall not acquire any ownership of any Intellectual Property Rights in your Application or any of your Application Content (including User Materials). Further, you agree that:

(a) you shall be fully responsible for the contents of your transmissions or communications through the Platform (including but not limited to any Application Content);

(b) before transmitting any Application Content, you shall ensure that you have the necessary rights and authority prior to such transmission;

(c) you grant to the Miravia Group, and Affiliates of Miravia, a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive licence to use, host, store, adapt, modify, copy, reproduce, reformat, distribute, transmit, make available, publicly display, publicly perform, communicate, and publish the Application and all Application Content in connection with the provision of the Platform and the Miravia Open Platform Developers Program, for the purpose of Miravia Op Co and its Affiliates performing its and their obligations under these Terms and for purposes which you have instructed to the extent permitted by Applicable Laws;

(d) you grant to the Miravia Group, and Affiliates of Miravia a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive licence to access, index, and cache any webpage or Applications on which you display Miravia Content; and

(e) the Miravia Group, and Affiliates of Miravia may in our sole and absolute discretion display your Marks for the purpose of advertising or publicising your participation in the Miravia Open Platform Developers Program and use of the Platform. Where you request for your Application and/or Application Content to be hosted on any site operated by or on behalf of the Miravia Group, and/or Affiliates of Miravia, you direct and authorize such Miravia Group company and its Affiliates to host, link to, and otherwise incorporate the Application and/or Application Content into Miravia Services and to carry out any copying, modification, distribution, internal testing, or other processes as the Miravia Group and its Affiliates deems necessary.

10.4. Subject to these Terms and your full compliance thereof, Miravia grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and the Tools solely to:

(a) develop, test, maintain and support your Application;

(b) to allow use of the Miravia Services in accordance with these Terms through your Application;

(c) make limited copies of Miravia Content only to the extent necessary to perform the activities permitted by these Terms, and provided that such copies shall be deleted when no longer required for those activities; and

(d) to display and rearrange the Miravia Content in accordance with these Terms,

provided always that you may not disseminate the API by any means or in any form, except as an integral part of your Application.

10.5. Subject to these Terms and your full compliance thereof, and the prior written consent of Miravia, Miravia grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to display its Marks as set forth in the Policies for the purpose of promoting or advertising your Application. You acknowledge and agree that:

(a) altering Miravia’s Marks is strictly prohibited. You agree that you will not alter Miravia’s Marks provided to you in any way, including (without limitation) changing the colors, angle, dimensions or relationship between element or alter the word or change the format of any part of Miravia’s Marks.

(b) you will use Miravia’s Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed Miravia in writing from time to time;

(c) all use by you of Miravia's Marks (including any goodwill associated therewith) will inure to the benefit of the Miravia Group; and

(d) you shall not register or attempt to register any trademarks and/or domain names which are identical or similar to Miravia’s Marks in relation to any classes of goods and services anywhere in the world.

10.6. You may sublicence rights granted under Clause 10.4 to your Users solely to the extent that such sublicence is necessary to enable your Users to use your Application for the purposes permitted under these Terms, and provided that any act or omission by your Users amounting to a breach of these Terms shall be deemed a breach by you.

10.7. You may provide Miravia with feedback on your access or use of the Platform and/or Tools. You hereby grant Miravia all rights, title and ownership of such feedback, including without limitation all Intellectual Property Rights therein. Miravia may use such feedback for any and all purposes in its sole discretion without any obligations owed to you.

11.USE OF MIRAVIA CONTENT

11.1. You shall not perform, facilitate or support others in performing any of the following prohibited practices:

(i) decode, circumvent, reverse assemble, reverse engineer, re-identify, de-anonymize, unscramble, unencrypt, or reverse hash, or reverse-engineer Miravia Content that is provided to you for any reason whatsoever, including to determine or verify the identities or profiles of any Use;

(ii) display Miravia Content relating to the performance of any Miravia Service relative to the performance of any other third-party services;

(iii) use Miravia Content with the intent to design, build, promote or otherwise benefit any services in competition (whether directly or indirectly) to Miravia Services and/or Miravia Marketplaces;

(iv) sell, license, purchase, rent, trade, distribute, store, copy, modify, or otherwise make available for use any Miravia Content, other than allowed for pursuant to these Terms; and

(v) disclose, disseminate or permit the disclosure, dissemination or use of any Miravia Content made available to you through the Platform by any means or in any form, except as an integral part of your Application and in accordance with these Terms.

11.2. Without prejudice to such other guidelines which Miravia may issue from time to time, you hereby agree to comply with the following provisions:

(a) All Miravia Content displayed within your Application shall be subject to the following provisions in respect of the display:

(i) in relation to any User, the Application may only display:

(A) Miravia Content which is publicly available within the Miravia Services (in the event that any Miravia Content ceases to be publicly available, you must promptly remove such Miravia Content from the display);

(B) Miravia Content which is specific to the Seller Account of the User; and

(C) subject to the explicit prior consent of such other User, Miravia Content which is specific to the Seller Account of such other User;

(ii) Miravia Content may not be combined or comingled with non-Miravia Content; and

(iii) Miravia Content must be kept reasonably up to date.

(b) You shall seek Miravia’s prior written consent before using any Miravia Content in a manner which allows you or your Users to derive any of the following information:

(i) any site-wide statistics across the Miravia Marketplaces or within any Miravia Marketplace;

(ii) take-up rates for any programs that involves sponsored listings;

(iii) statistics relating to the performance (financial or otherwise) of any Miravia Services (including but not limited to statistics like gross merchandise values or net merchandise values);

(iv) average selling price or gross merchandise value sold for any Miravia category;

(v) aggregated Seller’s or Buyer's Data (for example, Personal Data, Miravia User’s behavior or preference);

(vi) data relating to the performance of sellers, either individually or in aggregate (for example, performance data related to promotional campaigns, ad placements, or sponsored listings);

(vii) aggregated data relating to transactions conducted through third-party affiliates;

(viii) data comparing Miravia User’s utilisation of Miravia Services and the services of any third-party;

(ix) information relating to specific Miravia Users or types of Miravia Users;

(x) conversion, completion or success rates; and

(xi) any other information as may be prescribed by Miravia from time to time;

whether directly from the Miravia Content or indirectly from the Miravia Content and any data and other information which you or your User has or is likely to have access. Miravia reserves the right to require you to cease the use of any Miravia Content which may allow for the derivation of any of the information set out above and/or where applicable and without any liability whatsoever, take one or more of the measures as set out in the Policies and/or the Terms.

(c) Unless expressly permitted by Miravia, you will not display any web page served by Miravia servers in an aggregated display of different web pages in a browser display area (for example, by framing or mirroring).

12.DATA PROTECTION

12.1. You acknowledge and agree that Miravia shall Process User Data in connection with its provision of the Platform and Tools in accordance with the terms of the Privacy Policy.

12.2 To the extent that you are a Seller you acknowledge and agree that your Processing of Buyer Data vis-a-vis Miravia (including, your Processing of Buyer Data in connection with the Platform and the Tools) shall be governed by the data processing terms set out in the Miravia Marketplace Terms.

12.3 To the extent that you are a Developer:

(a) you acknowledge and agree that you are only permitted to access and/or Process Seller Data via and/or in connection with your use of the Platform and Tools on condition that you are engaged under written data processing terms (meeting the requirements of applicable Data Protection Law) by the applicable Seller (as Controller of the Buyer Data) and where authorized to do so on their behalf;

(b) you represent and warrant to:

(i) only Process Buyer Data where you have been duly authorized to do so by the applicable Seller and in accordance with your data processing terms with the Seller;

(ii) only Process Buyer Data in accordance with the instructions of the applicable Seller (including, without limitation, any instructions or prohibitions related to the transfer of Buyer Data out of the EEA and/or UK) and only for the purposes of providing your services to the Seller;

(iii) provide the applicable Seller and Miravia with any documentation as requested to evidence compliance with applicable Data Protection Laws and appropriate technical and organisational security measures to enable the Seller and/or Miravia to carry out any due diligence which it may require in order to authorize you to access the Buyer Data via the Platform and/or Tools;

(iv) where required by applicable Data Protection Law, enter into appropriate data processing terms with the Seller which govern your processing of Buyer Data on behalf of the Seller in accordance with the requirements of applicable Data Protection Law;

(v) implement appropriate technical and organizational measures to adequately protect any Buyer Data you Process to standards required by Applicable Data Protection Laws; and

(vi) comply at all times with any and all obligations you are subject to under applicable Data Protection Laws.

(c) You agree to unconditionally defend, indemnify and hold harmless, and, at Miravia’s option, defend the Miravia Indemnitees, from and against any and all Losses arising out of, or relating to, any non-compliance with this Clause 12. If Miravia reasonably determines that any indemnified claim might adversely affect Miravia and/or any members of the Miravia Group in any way, Miravia may take control of the defense at your expense. You shall not consent to the entry of any judgment or enter into any settlement of a claim without Miravia’s prior written consent.

12.4 Without prejudice to the foregoing, you shall comply with the following with respect to any Data Breach involving any Personal Data of the Buyer, the Seller or any User accessed via the Open Platform:

(a) You shall inform Miravia in writing, as soon as you become aware of or suspect or have reasonable cause to suspect that a Data Breach has occurred. Such notification must be made immediately and in no event later than twelve (12) hours after the time of discovery or suspicion of the Data Breach;

(b) Miravia may from time to time request for information regarding an actual or suspected Data Breach and you shall use your best endeavours to provide such information to Miravia in writing (if so requested, in the format requested by Arjse within six (6) hours of receiving a request from Miravia; and

(c) notwithstanding anything else to the contrary in these Terms, Miravia reserves the right to suspend or terminate your access to any Personal Data immediately if Miravia becomes aware or reasonably suspects that a Data Breach has been suffered by you without liability to you.

13.AUDIT RIGHTS

13.1. Subject to Applicable Laws and without prejudice to the provisions of Clause 14 and Schedule 1 of these Terms, you will maintain a complete audit trail and maintain records and supporting documentation for all financial and non-financial transactions relating to your use of the Platform and Tools for a period of not less than six (6) years after the termination or deletion of your Account.

13.2. Miravia reserves the right to monitor and audit your compliance with these Terms, and during the term of this Agreement and for a period of two (2) years after the termination or expiry thereof Miravia and/or its representatives shall be entitled to perform audits and inspections on you (including your resources, systems, infrastructure, practices and procedures and premises) to: (a) verify the integrity of all Miravia Confidential Information and Data (including Personal Data) and the systems that process, store, support and transmit such Confidential Information and Data (including Personal Data); and (b) examine your performance of the obligations under the Terms and Applicable Laws.

13.3. You shall, and shall ensure that Your Personnel, provide all reasonable assistance and cooperation to Miravia and its representatives, including:

(a) promptly making available to Miravia and its representatives (and in any event, no later than seven (7) days following a request from Miravia or its representative to do so), the data and records contemplated under this Clause 13, and all other necessary materials, documents, assessments and information to enable Miravia to confirm that you have complied with your obligations under these Terms;

(b) permitting immediate access in the event of any potential or actual breach by you or Your Personnel of the Applicable Laws (including but not limited to the Data Protection Laws) in accordance with the provisions of Schedule 1;

(c) without prejudice to Clause 13.2, permitting Miravia and its representatives to conduct an audit or inspection on-site at the premise of the Developer, provided that Miravia has notified you seven (7) days in advance (or such lesser time period if required to comply with Applicable Law or a direction from a regulatory authority); and

(d) permitting Miravia and its representatives to make copies of the relevant Data and records (whether physical or electronic) contemplated under this Clause 13.

13.4. At Miravia's request, you shall provide Miravia free access to use your Application for the purpose of monitoring and auditing your Application. Such right to monitor and audit may include Miravia accessing and using your Application, requesting for documents and information, visiting your facilities and interviewing Your Personnel and sub-contractors.

13.5. Where an audit or inspection under this Clause 13 reveals that the Developer is not complying with any obligation under the Terms, or risks are identified in respect of the manner in which the Developer is performing its obligations, then if requested by Miravia, the Developer shall take and shall ensure that its Personnel take, such actions as are necessary to promptly remedy the non-compliance or to mitigate the risk or provide Miravia with a plan acceptable to Miravia for remediating the risk. If (i) the issues are not corrected, or (ii) if an acceptable plan for correcting them is not agreed to during such period, or (iii) if an acceptable plan is not executed according to its schedule, Miravia may without limitation to any other rights and remedies it may have under the Terms and/or under law, by giving you written notice thereof, immediately terminate the Terms (and/or your access to the Platform and/or the Tools) in whole or in part.

13.6. This Clause 13 shall survive termination of these Terms (howsoever occasioned).

14.CONFIDENTIALITY

14.1. "Confidential Information" includes, without limitation, the Tools, Miravia Content, Personal Data, your Account, any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. For the avoidance of doubt, Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. Confidential Information shall not include any information that: (a) is already known to you at the time of disclosure by Miravia; (b) is, through no act or failure to act by you, becomes publicly known; or (c) is received by you from a third party without restriction on disclosure or breach of an obligation of confidentiality.

14.2. You hereby agree to maintain as confidential at all times all Confidential Information obtained from the Miravia Group and you shall not (i) directly or indirectly disclose, or permit the Confidential Information to be disclosed, to any person; or (ii) use the Confidential Information, to the detriment of the Miravia Group except:

(a) as required by the Applicable Laws;

(b) to the extent that the Confidential Information is already or becomes public knowledge, otherwise than as a result of your breach of these Terms;

(c) as authorised in writing by Miravia; or

(d) as permitted by these Terms.

14.3. Any information you provide to Miravia pursuant to these Terms shall not be considered as Confidential Information, and the Miravia Group may use any such information without any liability or responsibility to you.

14.4. This Clause 14 shall survive termination of these Terms (howsoever occasioned).

15.MODIFICATIONS

15.1. Miravia may from time to time, without giving any reason, modify, upgrade, suspend, discontinue ("Modification") any of the Platform, the Tools and Miravia Services, and Miravia shall not be liable if any such Modification affects your Application or prevents you from accessing any of the Tools. In the event that any Modification affects your Application, you shall (at your own cost) make the required changes to ensure compatibility with or interface with the APIs and other relevant Miravia Services.

15.2. You acknowledge that Miravia may at any time in its full discretion, whether by notice through the Platform or by such other method of notification as Miravia may designate (which may include notification by way of e-mail), vary any of these Terms, such variation to take effect on the date specified by Miravia through the above means. We will use commercially reasonable efforts to notify users of any material changes in advance. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. It is your responsibility to review these Terms for changes. If you continue to use the Platform or the Tools after the effective date of the updated Terms, you are deemed to have accepted such variation. If you do not accept the variation, your sole and exclusive remedy is to stop access to and use of the Platform and the Tools and terminate these Terms. Miravia's right to amend these Terms shall be exercisable at its sole and absolute discretion.

16.LIMITATION OF RESPONSIBILITY AND LIABILITY

16.1. The Platform and the Tools are provided on an “as is” and “as available” basis. You agree that the use of the Platform and the Tools is at your sole risk. To the fullest extent permitted by Applicable Laws, Miravia makes no representations or warranties of any kind, implied, express or statutory, including without limitation the warranties of accuracy, non-infringement of third-party rights, title, merchantability, satisfactory quality, fitness for a particular purpose or that your use or access to the Platform or the Tools will be uninterrupted or error-free, in conjunction with the Platform or the Tools.

16.2. Without prejudice to the generality of the foregoing, Miravia does not warrant:

(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and information contained in the Platform and the Tools;

(b) that any of the Platform and the Tools are error free or will operate without interruption or are compatible with all equipment and software configurations, or that any identified defect will be corrected;

(c) that the Platform and the Tools are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros;

(d) that the Platform and/or the Tools do not infringe the rights (including intellectual property rights) of any third party and/or that your use of the Platform and/or the Tools will not infringe the rights (including intellectual property rights) of any third party;

(e) the Platform and Tools will meet your requirements or will fit your purposes, whether or not such requirements or purposes have been informed to Miravia or otherwise;

(f) an Application can be successfully created, developed or operated using the Platform and/or the Tools;

(g) the security of any information transmitted by you or to you through the Platform or the Tools, and you accept the risk that that any information transmitted or received through the Platform or the Tools may be, for example, accessed by unauthorised third parties or disclosed by Miravia or its officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

16.3. To the maximum extent permitted under Applicable Law, the Miravia Indemnitees shall not be liable to you for (i) any direct, consequential, special, indirect, exemplary, punitive or other liability whether in contract, tort, or any other legal cause of action under these Terms; or (ii) for any Losses whatsoever or howsoever caused, regardless of the form of action, arising directly or indirectly in connection with your use of the Platform or the Tools, including (but not limited to):

(a) any access, use or inability to use or delay in the use of the Platform, the Tools or any website or webpage linked to the Platform;

(b) unforeseen circumstances preventing the proper performance of the Platform, the Tools, Miravia Services or Miravia Marketplace despite any reasonable precautions taken by Miravia. Such circumstances include, but are not limited to, Force Majeure Event(s), theft, equipment or system failure, hacking attack and unusually high levels of use which have the effect of causing disruption or delay in the Platform;

(c) reliance on any Tools and Miravia Content. You should not act on any data or information without first independently verifying its contents;

(d) any incompatibility between the Platform, the Tool and your Application or any transmissions or transactions carried out by you in connection with the Platform and/or the Tools;

(e) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and

(f) any use of or access to any other website or webpage linked to the Platform, even if advised of, or having contemplated, the possibility of such liability.

16.4. Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the Platform is entirely at your own risk and the Miravia Indemnitees shall not be liable therefor.

16.5. Notwithstanding anything in these Terms, certain Applicable Laws may imply warranties or conditions or impose obligations upon Miravia which cannot be excluded, restricted or modified except to a limited extent. To the extent that such legislation applies, these Terms shall be read subject to such Applicable Laws and nothing in these Terms is intended to alter or restrict the operation of such Applicable Laws.

16.6. Notwithstanding anything to the contrary in these Terms, if any Miravia Indemnitees is nevertheless found liable, to the fullest extent permitted by Applicable Laws, the aggregate liability the Miravia Indemnitees, and any of them, to you and anyone claiming by or through you, for all Losses and all claims due to any and all events arising out of or in connection with these Terms, whether in tort (including negligence), breach of contract or otherwise and no matter how fundamental, shall be limited to a sum of USD 1,000 (or such equivalent amount in local currencies). To the extent permitted by Applicable Laws, any claim by you under or in connection with these Terms must be notified to Miravia within six (6) months from the date on which you and/or the party bringing the claim became aware or ought reasonably become aware of the act or omission on which the claim is based. For the avoidance of doubt, no Miravia Indemnitee will be liable for any claim you make after said deadline.

16.7 Nothing in these Terms is intended to exclude or limit Miravia Op Co or its Affiliates liability for death or personal injury caused by negligence, for fraudulent misrepresentation or for any other liability that cannot be excluded or limited by Applicable Laws.

17.INDEMNITIES

17.1. To the fullest extent permitted by the Applicable Laws, you agree to indemnify and hold harmless the Miravia Indemnitees from and against all Losses arising out of or relating to your use of the Platform and/or the Tools, including (but not limited to):

(a) any activity, access or use of any of the Platform and/or the Tools that is referable to your Account, whether or not authorised by you;

(b) any non-compliance by you, your Authorised Users and/or your Applications with any Applicable Laws, the Terms and the Policies;

(c) your Application Content;

(d) your actual or alleged breach of any of these Terms (including but not limited to your undertakings, representations, warranties or obligations set forth in the Terms);

(e) your actual or alleged infringement of any third party right of any nature whatsoever;

(f) your actual or alleged breach of any term or condition of any third party contract or third party software licence agreement; and

(g) your negligent or willful conduct.

To the extent permitted under Applicable Laws, Miravia will give you prompt notice of any Losses, however failure to provide such notice shall not relieve you of your liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure.

17.2. To the fullest extent permitted by the Applicable Laws, you agree to:

(a) defend the Miravia Indemnitees against any third-party legal proceeding and pay damages finally awarded to such third party and against the Miravia Indemnitees or pay any settlement agreed to by the Miravia Indemnitee as a result of and to the extent attributable to a third party claim that (i) any of your Applications and User Materials infringe the Intellectual Property Right of a third party, or (ii) Miravias from your breach of these Terms; and

(b) without prejudice to Clause 17.2(a), cooperate fully in the defence of any third-party legal proceeding.

17.3 Notwithstanding the foregoing, a Miravia Indemnitee reserves the right to control its own defense and follow such course of action as it reasonably deems necessary to protect its interests, and you shall fully indemnify the Miravia Indemnitee for all costs (including legal fees and settlement payments) reasonably incurred in such course of action.

18.HYPERLINKS, ALERTS AND ADVERTISING

18.1. For your convenience, Miravia may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under the control of Miravia and Miravia shall not be liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

18.2. Miravia may attach banners, java applets and such other materials to the Platform for the purposes of advertising any products of services of Miravia or certain third parties. For the avoidance of doubt, you shall not be entitled to receive any payment, fee or commission in respect of any such advertising or other promotional materials.

19.TERMINATION

19.1. These Terms may be terminated by the following means:

(a) Miravia may, from time to time, without giving any reason and without any liability, (i) disable, suspend, or terminate your Account, access to the Platform, the Tools and any part thereof, or (ii) terminate these Terms and any licence granted to you hereunder, with seven (7) days’ notice made through the Platform or by such other method of notification as Miravia may designate (which may include notification by way of e-mail);

(b) Miravia may terminate these Terms with immediate effect and without further notice if the Developer is:

(i) is subject to a petition seeking commencement of bankruptcy, reorganization, liquidation, court receivership or any similar proceedings is filed or any of them is commenced against the Developer, or the Developer becomes bankrupt or insolvent;

(ii) is in material breach of the Terms and fails to correct such breach within seven (7) days (or such longer period as Miravia may prescribe) from the receipt of notice demanding such correction; or

(iii) otherwise in accordance with these Terms, including without limitation, pursuant to Clauses 3.7, 3.11, and 9.2.

(c) You may only terminate these Terms and your Account by giving seven (7) days' prior notice in writing to Miravia.

19.2. Upon the termination of these Terms for any reason:

(a) your Account and all licences granted by Miravia to you in respect of the Miravia Content and the Platforms or the Tools under these Terms will automatically terminate with immediate effect and all Applications submitted under your Account shall be suspended and/or removed with immediate effect;

(b) you will destroy and permanently delete all copies of Miravia Content (including all User Data and Buyer Data), Miravia Marks and Confidential Information in your possession, custody or control within fourteen (14) days (or within such time period as may be notified to you by Miravia), and, where requested by Miravia, provide written proof or certification of destruction to Miravia upon request unless the retention of such information is required by Applicable Laws and the prior written consent of Miravia or its Affiliates (as applicable) has been obtained (such consent not to be unreasonably withheld);

(c) you will immediately cease all use and access to the Platform and Tools; and

(d) you will take all reasonable steps requested by Miravia in making an orderly transition to ensure that Users who are using your Applications are not prejudiced.

19.3. Termination of these Terms for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination.

19.4. On termination of these Terms for any reason, Clauses which are by their nature intended to survive shall continue in full force and effect. Such Clauses include, without limitation, Clauses 4 (The Platform), 9.4 (Regulations on your Usage of the Platform), 10 (Intellectual Property Rights), 11 (Use of Miravia Content), 12 (Data Protection), 13 (Audit Rights), 14 (Confidentiality), 16 (Limitation of Responsibility and Liability), 17 (Indemnities), 19 (Termination), 20 (General Provisions) and 21 (Governing Law and Dispute Resolution).

20.GENERAL PROVISIONS

20.1. Assignment: You may not assign your rights under these Terms without the prior written consent of Miravia. Miravia may assign its rights under these Terms to any third party. Miravia has the right to transfer, assign or novate all the rights and obligations hereunder to any of its affiliates without your prior consent. Upon any assignment by Miravia, Miravia will give you a transfer notice through website announcement or otherwise. You agree that upon any such transfer, unless the terms of such notice indicate otherwise, Miravia shall be fully released and discharged from all of its obligations hereunder.

20.2. Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Platform, if any) maintained by Miravia or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

20.3. Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on the part of Miravia shall be subject to correction without any liability to you.

20.4. Cumulative rights and remedies: The rights and remedies provided under these Terms are cumulative and are without prejudice and in addition to any rights or remedies the Miravia Group may have in law or in equity, and no exercise by the Miravia Group of any one right or remedy under these Terms, or at law or in equity, shall (save to the extent, if any, provided at law or in equity) operate so as to hinder or prevent the Miravia Group's exercise of any other such right or remedy as at law or in equity.

20.5. Public Statements: You shall not issue any public statement or comments relating to the Miravia Open Platform Developers Program unless you have obtained prior consent in writing from Miravia. You permit Miravia to make public statements about your participation in the Miravia Open Platform Developers Program as and when required.

20.6. Entire agreement: These Terms shall constitute the entire agreement between you and Miravia relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements between you and Miravia with respect to the subject matter hereof.

20.7. Force majeure: Miravia shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations under these Terms (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform or the Tools if this is due, whether in whole or in part, to a Force Majeure Event.

20.8. Injunctive relief: Notwithstanding any term of the Terms, the Miravia Group may seek immediate interim or injunctive relief from the Singapore courts or the courts of any other competent jurisdiction if Miravia determines in its reasonable discretion that a temporary restraining order or other immediate interim or injunctive relief is an appropriate or adequate remedy due to a breach or non-performance by you or due to the need preserve the status quo, preserve evidence, or prevent the dissipation of assets.

20.9. Language: In the event that these Terms are executed or translated in any language other than English, the English language version of these Terms shall govern and shall take precedence over the translated version.

20.10. No waiver: No failure or delay by the Miravia Group to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.11. Notices

(a) Unless otherwise provided in these Terms or agreed to between the parties, all notices or other communications shall be deemed to have been duly given and received by you if made in writing and:

(i) communicated to you through any print or electronic media or any other form of electronic communication (including by way of electronic mail) as Miravia may select will be deemed to be notified to you on the day of publication or sending; or

(ii) sent by post or left at your last known address, in which case it will be deemed to be received by you on the day following such posting or on the day when it was so left.

(b) You may only give notice to Miravia in writing sent to its registered corporate address or via the designated e-mail address, and Miravia shall be deemed to have received such notice only upon receipt. While Miravia endeavours to respond promptly to notices from you, Miravia cannot guarantee that it will always respond with consistent speed.

(c) Notwithstanding Clauses 20.11(a) and 20.11(b) above, Miravia may from time to time designate other acceptable modes of giving notices (including but not limited to the publication of such notice on the Platform) and the time or event by which such notice shall be deemed given.

20.12. Independent contractors: You agree that You and Miravia are independent contractors and no partnership, agency, joint venture, or employer-employee relationship is created between you and Miravia pursuant to these Terms or by You registering as a Developer and/or User.

20.13. Rights of third parties: No person, other than you, Miravia and members of the Miravia Group, shall have the right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore or any similar legislation in any jurisdiction, except that: (a) each member of the Miravia Group shall have the right to enforce any rights and benefits conferred on it in this Agreement against you directly; and (b) each Miravia Indemnitees shall have the right to enforce the rights or benefits of any indemnity, limitation or exclusion of liability in these Terms against you directly. Nothing in the foregoing shall affect the rights of any permitted assignee or transferee of these Terms.

20.14. Severability: If at any time any provision of these Terms shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms.

20.15. Sub-contracting and delegation: Subject to compliance with the Applicable Laws, Miravia reserves the right to delegate or sub-contract the performance of any of its functions in connection with the Platform or the Tools and reserve the right to use any service providers, subcontractors or agents on such terms as it deems appropriate.

21. GOVERNING LAW AND DISPUTE RESOLUTION

21.1. These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of Singapore.

21.2. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Singapore. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

21.3. Without prejudice to any other rights or remedies that the Miravia Group may have, you agree that damages alone would not be an adequate remedy for any breach of these Terms by you. Accordingly, the Miravia Group shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.

EXHIBIT A

Minimum requirements for the EULA to be entered in [2] to between the Developer and a User:

1. Acknowledgment. The EULA shall stipulate that use of the Application by the User shall be subject to these Terms, and the User agrees, to the extent applicable, to comply with these Terms.

2. Parties to the EULA.You and the User shall acknowledge that the EULA is concluded between you and the User only and not with Miravia, and accordingly, the EULA shall stipulate that Miravia shall not be responsible for, and shall not have any liability whatsoever under the EULA, or any breach by you or any User of any of the terms of the EULA.

3. Fees and Scope of Services. The EULA shall provide clear details of all services (including licenses) granted thereunder, and any fees payable.

4. Third-Party Beneficiary. The EULA shall stipulate that Miravia, and any member of the Miravia Group, are third-party beneficiaries to the EULA, and shall have the right (exercisable at its sole discretion) to enforce any term of the agreement (including, the termination clause) against the User directly.

5. Compliance with the Terms.The EULA shall stipulate that the User's right to use the Application and any sublicence granted by you to the User pursuant to these Terms shall be automatically terminated in the event that the Terms are terminated for any reason whatever, or in the event of any breach of these Terms (whether by you or the User), or if directed by Miravia (including where access to the Platform , the Tools and/or the Application is disabled, suspended or terminated (whether in part or in whole) pursuant to these Terms).