Master Services Agreement

RAYN SECURE PTE. LTD. Master Services Agreement

This Master Services Agreement (“Agreement”) governs access to and use of the RAYN Secure platform and related services and is entered into between RAYN Secure Pte. Ltd. (“Provider”) and the entity accepting this Agreement (“Customer”).

1. Definitions

“Platform” means RAYN Secure’s cloud-based solutions and related software modules, tools, features, integrations, analytics, simulations, assessments, reporting capabilities, and content, as made available by Provider from time to time, including any updates, enhancements, or replacements.

The Platform currently includes multiple solution components (each, a
“Platform Solution”), which may include:

• StaySecure LEARN
• StaySecure SHIELD
• StaySecure READY
• StaySecure GOVERN

Customer’s access to particular Platform Solutions is determined by the
applicable subscription tier, or configuration enabled by Provider.

“Learner” means an individual user assigned access to the Platform under Customer’s subscription.

“License Term” means the subscription period specified in the applicable Order Form or online checkout confirmation.

“Certification Program” means a structured, time-sequenced course designed to be completed over a defined duration to earn certification.

“Completion Period” means the minimum time required to complete a Certification Program as designed (e.g., ten (10) weeks), as specified in the Platform or applicable Order Form.

“Order Form” means a mutually executed order form or online confirmation specifying commercial terms including pricing, License Term, and number of Learners.

2. License Grant

Subject to this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the License Term solely for Customer’s internal business purposes.

3. Platform Components and Modules

The Platform may include multiple software modules or components. Customer’s access to specific modules is determined by the applicable subscription tier, Order Form, or configuration enabled by Provider.

Provider may modify, enhance, replace, add, or remove features or modules as part of the ongoing operation of the Platform, provided such changes do not materially reduce the core functionality of the subscribed services.

4. License Scope and User Eligibility

Learning progress and certification eligibility do not transfer between Learners.

(a) Named Learners. Access to the Platform is licensed on a named-Learner basis. Each individual who accesses or uses the Platform must be assigned a unique account associated with a unique email address. Accounts may not be shared or used concurrently by more than one individual.

(b) Reassignment. Licenses may be reassigned to a new individual if the original Learner ceases employment or engagement with Customer, provided the original Learner account is deactivated first. Learning progress, certifications, or completion data do not transfer between Learners.

(c) Affiliates. Subject to the purchase of sufficient Learner licenses, Customer may permit its employees and contractors, and the employees and contractors of its Affiliates, to access and use the Platform for Customer’s internal business purposes. Customer remains responsible for compliance with this Agreement by all such users. “Affiliate” means any entity controlling, controlled by, or under common control with Customer.

(d) Third Parties. Customer may assign licenses to contractors, vendors, consultants, or other third parties who require access for Customer’s internal business purposes. Customer may not grant Platform access to its own customers or other unrelated third parties without Provider’s prior written consent.

(e) No External Distribution. Customer may not resell, sublicense, or commercially distribute access to the Platform or any materials made available through it except as expressly permitted in an Order Form.

5. Certification Programs and Eligibility

Certification Programs are designed to be completed over a defined Completion Period to ensure effective learning and behavioural outcomes.

Enrollment rule: Learners may only be enrolled into a Certification Program if sufficient time remains in the License Term to complete the program as designed.

Term-limited certification: Certification eligibility is determined at the time of enrollment and is not extended beyond the License Term.

6. Professional and Certification Services

Provider may provide implementation, setup, onboarding, training, certification administration, reporting, or other professional services (“Services”) as specified in an Order Form or statement of work.

Unless expressly stated otherwise, Services do not include custom software development.

7. Fees and Payment

Fees are specified in the applicable Order Form and are non-refundable except as expressly stated in this Agreement.

8. Term and Termination

This Agreement continues for the duration of the License Term unless earlier terminated for material breach that remains uncured for thirty (30) days after written notice.

9. Effect of Termination or Expiry

• Access to the Platform ends upon expiration or termination.
• No new Learners or Certification Programs may be enrolled.
• Certification must be completed during an active License Term.
• Upon Customer’s written request made within thirty (30) days after the
  effective date of termination or expiry, Provider will make Customer Content available for export in a commercially reasonable, non-proprietary format (e.g., CSV, JSON, or equivalent structured text format). For clarity, export does not include recreation of the Platform, user interface, business logic, course sequencing, Certification Program logic, or proprietary components of the Platform.
  
  Packaged content export formats (including SCORM, xAPI/TinCan, or similar standards) are not included in standard export capabilities and may be offered by Provider as a separate feature, SKU, or professional service at Provider’s discretion.
  
  After such thirty (30) day period, Provider may delete Customer Content in accordance with its data retention practices. Provider may charge reasonable fees for custom or assisted export services.

10. Data Protection and Confidentiality

Customer’s use of the Platform is subject to Provider’s Data Protection Policy and Terms & Conditions, each incorporated by reference.

In the event of conflict, this Agreement shall prevail.

11. Intellectual Property and Customer Content

(a) Provider IP. Provider retains all right, title, and interest in and to the Platform and all related software, technology, documentation, know-how, and intellectual property. No rights are granted except as expressly stated in this Agreement.

(b) Customer Content. As between the Parties, Customer retains all right, title, and interest (including all intellectual property rights) in and to any content, data, materials, or other information uploaded, submitted, created, or authored by or on behalf of Customer through the Platform (“Customer Content”). Provider acquires no rights in Customer Content except as expressly set forth below.

(c) License to Host Customer Content. Customer grants Provider a non-exclusive, royalty-free, worldwide license to host, store, process, transmit, display, and otherwise use Customer Content solely for the purpose of providing the Platform and related services to Customer during the License Term.

(d) Aggregated and Anonymized Data. Provider may generate and use aggregated or anonymized data derived from Customer’s use of the Platform for analytics, benchmarking, research, product improvement, or other lawful business purposes, provided such data does not identify Customer or any individual.

(e) Feedback. Customer may submit suggestions, ideas, or feedback regarding the Platform (“Feedback”). Provider may freely use and incorporate Feedback without restriction or obligation. Feedback does not include Customer Content.

(f) Reservation of Rights. Except for the limited rights expressly granted in this Agreement, neither Party transfers or assigns any intellectual property rights to the other. All rights not expressly granted are reserved.

12. Warranties and Disclaimers

The Platform is provided “as is” and “as available”. Provider disclaims all warranties to the maximum extent permitted by law.

13. Limitation of Liability

Provider’s total liability arising from this Agreement shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

14. Indemnification

Provider shall indemnify Customer against third-party claims alleging that the Platform infringes intellectual property rights.

15. Governing Law

This Agreement is governed by the laws of Singapore, and the courts of Singapore have exclusive jurisdiction.

16. General

No Modifications. This Agreement may not be modified except by written agreement signed by both parties. Customer’s purchase orders or other terms have no effect.

This Agreement constitutes the entire agreement between the parties regarding the subject matter.