General T&C, Shepherd Program T&C, and Integra Program T&C Update

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Chew, Kean Ho

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Apr 9, 2021, 1:25:04 AM4/9/21
to ZORALab Enterprise
Hi all,

We have recently made some major updates to all our Terms and Conditions ("T&C"). All the changes shall be effective starting from May 1, 2021

Please review the changes and should there be any conflicts, please take necessary actions by contacting us. Otherwise, we will continue as you're accepting the updated T&C as agreed in the previous General Terms and Conditions.

For purchases between April 8, 2021 to April 30, 2021 wanting to use the new T&C instead of the existing versions, please let us know. We are happy and delighted to process for you accordingly.




1. General Terms and Conditions
The changes mainly cover the use of new technologies, added ransomware threat policies, and some common definitions such as "Upfront Payment". One notable change is you will need to sign an independent copy of General Terms and Conditions instead of being appendix-ed into your product T&C. This helps both sides where you only need to sign and read once while on our side only needs to maintain one master copy instead of duplicating across all products T&C. Here are the summary of changes:

1.1. Updated to use the new open-source technologies for systematically generating the terms sheets with consistency alongside with controllable customization.
1.2. Updated the company letter head and contact information to match the latest (since we moved to new locations).
1.3. Improved grammar and typo fixes.
1.4. Added 'Upfront Payment' definitions that apply to some of our service products.
1.5. Added policies to cover ransomware threats.
1.6. Detached from all Specific Terms and Conditions so that you only need to sign this Generals Terms and Conditions once upon purchasing multiple products.





2. Shepherd Program Terms and Conditions
This T&C has huge changes mainly because we are pivoting from offering just monitoring tasks to other shepherding tasks such as maintaining a production system, optimizations, data processing etc. (You're right, we're expanding our tech maintenance services to cover more scopes). Some notable changes would be using Task Request notice instead of using Appendix to specify tasks (as they are unique across all customers). Here are the summary:

2.1. Updated to use the new open-source technologies for systematically generating the terms sheets with consistency alongside with controllable customization.
2.2. Updated the company letter head and contact information to match the latest (since we moved to new locations).
2.3. Improved grammar and typo fixes.
2.4. Detached General Terms and Conditions from Appendix so it is only focusing on Shepherd Program.
2.5. Added 'Hour', 'Talent', 'Tier', 'Tier Rate' definitions.
2.6. Removed the 'Instance' definition and its associated terms and conditions to keep the pricing model simple.
2.7.  Improved definitions from General T&C sources by specifying it for clarity purposes.
2.8. Added program activation conditions and updated its terms and conditions to have more clarity.
2.8.1. Added emphasis of termination conditions.
2.9. Added emphasis of pricing novation without prior consent.
2.10. Added clarification that upgraded tier shall be charged to all total hours instead of split tier like how electricity billing works.
2.11. Improved Tier Rate clauses.
2.12. Removed instances from calculations.
2.13. Created collaboration conditions to clarify how we should interface with each other.
2.14. Created Task Assignment section to employ the use of Task Request notices instead of hard-coding everything into Appendix and limits the Program to only monitoring tasks.
2.15. Added clauses describing the process of using Task Request notices
2.16. Added clauses describing the process of using Stop Task Request notices.
2.17. Added acknowledgement that ZORALab will still charge Tier 1 in the event of zero (0) task unless the Program is terminated.
2.18. Added Task Request notice template as Appendix I.
2.19. Added Task Request notice template as Appendix II.
2.20. Updated Tier 4 to be 20 Talent-Hour instead of conflicting with Tier 3 16 Talent-Hour.
2.21. Added restrictions to the Program where R&D works are prohibited.





3. Integra Program Terms and Conditions
3.1. Updated to use the new open-source technologies for systematically generating the terms sheets with consistency alongside with controllable customization.
3.2. Updated the company letter head and contact information to match the latest (since we moved to new locations).
3.3. Improved grammar and typo fixes.
3.4. Detached General Terms and Conditions from Appendix so it is only focusing on Shepherd Program.
3.5. Added payment structure especially upfront payment policy.
2.6. Elaborated program work structure (specifically, when it is activated, when to request termination, when to execute, and completion).
2.7. Added no warranty protection against data leak disclaimer due to integration nature.
2.8. Added integration nature acknowledgment and authorization from customer to us.
2.9. Added authorization for ZORALab to select third-party services for integrations.
2.10.  Added automated acceptance and ratified to the Integra Program upon receiving upfront payment.
2.11. Added post integration support clause (support is from other service programs like Shepherd Program) to clarify why there is no support from Integra Program alone.
2.12. Elaborate and strengthen termination policy for Integra Program.




Regards,
Holloway
Founder


ZORALab Enterprise (002599169-M)
Through Knowledge With Serve



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