SUPPLIER ACCREDITATION AND VENDOR MANAGEMENT PORTAL

Effective Date: July 1, 2026

INTRODUCTION, ACCEPTANCE OF THESE TERMS, AND NATURE OF THE PORTAL

These Terms of Use ("Terms") constitute a legally binding agreement governing access to and use of the REDTECH Supplier Accreditation and Vendor Management Portal (the "Portal"), a cloud-based Software-as-a-Service (SaaS) platform owned, developed, licensed, operated, maintained, and made available by REDTECH DYNAMICS CORP. ("REDTECH"), with implementation, onboarding, training, customer success, marketing, and related client support services provided by SAVVYCORE GLOBAL INC. ("SAVVYCORE").

The Portal is designed solely to provide a secure electronic platform through which Suppliers and Accrediting Partners may facilitate supplier registration, supplier accreditation, vendor management, document management, workflow automation, procurement support, compliance monitoring, subscription management, reporting, and other related business processes. The Portal functions exclusively as a technology platform intended to assist Users in managing their own business activities electronically.

By accessing, browsing, registering for, subscribing to, uploading information to, or otherwise using the Portal, every User acknowledges that he, she, or it has carefully read, understood, and voluntarily agrees to be legally bound by these Terms, as they may be amended from time to time. Continued access to or use of the Portal after any amendment becomes effective shall constitute acceptance of the revised Terms.

If any individual accesses or uses the Portal on behalf of a corporation, partnership, sole proprietorship, government agency, educational institution, cooperative, association, or any other juridical entity, such individual represents and warrants that he or she possesses full legal authority to bind such entity to these Terms. In such case, all references to the "User" shall include both the individual accessing the Portal and the entity represented by such individual.

If a User does not agree to these Terms, such User must immediately discontinue access to and use of the Portal.

The contractual relationship created by these Terms exists solely between REDTECH and the User with respect to the User's access to and use of the Portal. Nothing contained herein shall be construed as creating any contractual, fiduciary, agency, partnership, joint venture, employment, procurement, financing, escrow, brokerage, or other legal relationship between REDTECH or SAVVYCORE, on one hand, and any Supplier, Accrediting Partner, customer, contractor, or other third party, on the other, except for the provision of the Portal and related services expressly described herein.

The Portal is provided solely as a technology platform. REDTECH and SAVVYCORE do not buy, sell, procure, broker, finance, guarantee, certify, audit, verify, endorse, evaluate, inspect, negotiate, administer, approve, reject, or otherwise participate in any commercial transaction, procurement activity, supplier accreditation decision, contractual negotiation, payment arrangement, vendor evaluation, or business relationship conducted through or in connection with the Portal. Any transaction, communication, accreditation process, procurement activity, contract, purchase order, quotation, invoice, payment, or other commercial dealing facilitated through the Portal remains exclusively between the relevant Supplier and the relevant Accrediting Partner or such other parties as may be directly involved.

Accordingly, REDTECH and SAVVYCORE shall not be responsible for determining whether any Supplier satisfies the requirements established by an Accrediting Partner, whether any information or document submitted through the Portal is authentic, accurate, complete, current, legally sufficient, or suitable for any commercial purpose, or whether any Supplier should be accredited, engaged, retained, suspended, or disqualified. All such determinations shall remain exclusively within the independent judgment and responsibility of the relevant Accrediting Partner.

The availability or use of the Portal shall not be construed as a representation or warranty by REDTECH or SAVVYCORE regarding the financial condition, legal existence, business capability, regulatory compliance, tax compliance, technical competence, reputation, integrity, operational capacity, or commercial suitability of any User. Likewise, REDTECH and SAVVYCORE make no representation that any Supplier will be accredited, awarded a contract, receive purchase orders, maintain vendor status, obtain payment, or achieve any particular commercial outcome through the use of the Portal.

To the fullest extent permitted by applicable law, each User acknowledges that REDTECH and SAVVYCORE act solely as independent technology service providers whose responsibility is limited to providing and supporting the Portal. Neither REDTECH nor SAVVYCORE assumes, and each expressly disclaims, any responsibility for the acts, omissions, representations, warranties, contracts, business decisions, commercial relationships, procurement activities, or legal obligations of any Supplier, Accrediting Partner, or other User arising from or relating to the use of the Portal.

The collection, processing, storage, disclosure, retention, protection, transfer, and other processing of Personal Data through the Portal are governed exclusively by the REDTECH Privacy Notice, which is incorporated into these Terms by reference and forms an integral part hereof. To the extent that any matter relates to the processing of Personal Data, the Privacy Notice shall govern.

DEFINITIONS

For purposes of these Terms, the following terms shall have the meanings assigned below, unless the context clearly indicates otherwise.

"Accrediting Partner" refers to any corporation, partnership, sole proprietorship, government agency, government-owned or controlled corporation, educational institution, financial institution, cooperative, association, non-profit organization, or other juridical entity that subscribes to or otherwise lawfully utilizes the Portal for supplier accreditation, vendor management, procurement support, compliance management, document management, or related business purposes.

"Account" refers to the unique electronic account established within the Portal through which an authorized User is granted access to the Portal and its corresponding functionalities, permissions, and services.

"Administrator" refers to the individual designated by an Accrediting Partner or Supplier to administer organizational settings, manage user accounts and permissions, maintain organizational information, and perform other administrative functions within the Portal on behalf of the organization.

"Content" refers collectively to all information, records, documents, applications, forms, certifications, declarations, communications, files, images, reports, spreadsheets, databases, electronic records, metadata, audit logs, attachments, configurations, electronic signatures, and other materials submitted, uploaded, transmitted, generated, received, stored, or otherwise made available through the Portal.

"Portal" refers to the REDTECH Supplier Accreditation and Vendor Management Portal, including all websites, web applications, mobile applications, databases, cloud infrastructure, application programming interfaces (APIs), software modules, integrations, reports, dashboards, updates, enhancements, documentation, and related technologies developed, operated, licensed, maintained, or otherwise made available by REDTECH.

"REDTECH" refers to REDTECH DYNAMICS CORP., the owner, developer, licensor, operator, and technology provider of the Portal.

"SAVVYCORE" refers to SAVVYCORE GLOBAL INC., the implementation, onboarding, customer success, training, marketing, and client support partner of REDTECH in relation to the Portal.

"Subscription" refers to the contractual right granted by REDTECH allowing an Accrediting Partner or other authorized subscriber to access and use the Portal, subject to the applicable subscription plan, commercial agreement, and these Terms.

"Supplier" refers to any individual, sole proprietorship, partnership, corporation, cooperative, government entity, association, or other business organization that registers, applies for accreditation, or otherwise submits information and documents through the Portal for purposes of establishing or maintaining a business relationship with an Accrediting Partner.

"User" refers to every individual or juridical entity authorized to access or use the Portal, including Accrediting Partners, Suppliers, administrators, employees, officers, directors, authorized representatives, consultants, contractors, and other persons granted access by the relevant organization.

Unless otherwise expressly provided, words importing the singular shall include the plural and vice versa, words importing one gender shall include all genders, and references to persons shall include both natural and juridical persons where the context so permits.

Any capitalized term not expressly defined in these Terms shall be interpreted according to its ordinary commercial meaning or, where applicable, the meaning assigned under the REDTECH Privacy Notice.

ELIGIBILITY, AUTHORITY, AND USER ACCOUNTS

Access to the Portal is limited to individuals and entities who have been duly authorized by REDTECH, the applicable Accrediting Partner, or the relevant Supplier, as the case may be. The Portal is intended solely for legitimate business and commercial purposes and shall not be used for personal, recreational, speculative, or unlawful activities.

A User shall access the Portal only through an Account validly created or activated in accordance with the registration, onboarding, subscription, or account administration procedures established by REDTECH or the applicable Accrediting Partner. REDTECH reserves the right to prescribe reasonable registration requirements, identity verification procedures, technical prerequisites, authentication methods, and other security measures necessary for the proper administration and protection of the Portal.

Where an individual accesses or uses the Portal on behalf of a corporation, partnership, sole proprietorship, government agency, educational institution, cooperative, association, or other juridical entity, such individual represents and warrants that he or she has been duly authorized to act for and bind such entity with respect to the use of the Portal. REDTECH and SAVVYCORE shall be entitled to rely upon such representation without any obligation to independently investigate or verify the existence, validity, scope, or continuing effect of such authority.

Each User shall ensure that all registration information provided in connection with the creation or maintenance of an Account is accurate, complete, current, and not misleading. The User shall promptly update any information that becomes inaccurate or outdated. REDTECH shall not be responsible for any consequence arising from inaccurate, incomplete, outdated, or misleading registration information supplied by any User.

Each Account is issued exclusively for the benefit of the authorized User or organization to which it is assigned. Unless otherwise expressly authorized by REDTECH in writing, an Account shall not be assigned, transferred, sublicensed, shared, leased, sold, or otherwise made available to any unauthorized person. Users shall not create fictitious accounts, impersonate another individual or entity, or access the Portal using credentials that were not lawfully assigned to them.

Each User shall exercise reasonable care in safeguarding usernames, passwords, authentication credentials, recovery codes, application programming interface (API) credentials, multi-factor authentication devices, and all other security mechanisms associated with the User's Account. The User assumes full responsibility for maintaining the confidentiality of such credentials and for all activities occurring through the Account until REDTECH receives written notice that the credentials have been compromised and has been afforded a reasonable opportunity to take appropriate action.

Accrediting Partners and Suppliers shall designate one or more Administrators who shall be responsible for managing user accounts within their respective organizations, assigning appropriate access rights, maintaining user permissions, promptly revoking access for separated or unauthorized personnel, and ensuring that only duly authorized individuals are permitted to use the Portal. REDTECH and SAVVYCORE shall not be responsible for monitoring internal personnel movements, organizational restructuring, employment status, or changes in authority within any User organization.

The User acknowledges that REDTECH and SAVVYCORE are not responsible for disputes concerning authority, ownership, succession, employment, corporate governance, internal approvals, or organizational control arising within any User organization. Any dispute regarding which individual is authorized to access or administer an organizational Account shall be resolved exclusively by the relevant organization. Pending satisfactory resolution of such dispute, REDTECH may, but shall not be obligated to, suspend or restrict access to the affected Account where it reasonably considers such action necessary to protect the security or integrity of the Portal or the interests of the affected parties.

REDTECH reserves the right, in its sole but reasonable discretion, to require additional authentication measures, suspend account activation, restrict access, request supporting documentation, or deny the creation of an Account whenever it reasonably believes that such action is necessary to protect the security, integrity, availability, lawful operation, or reputation of the Portal, to comply with applicable law or lawful governmental directives, or to prevent fraud, unauthorized access, or other misuse of the Portal.

The issuance of an Account, the activation of access credentials, or the granting of permission to use the Portal shall not be construed as an endorsement, accreditation, certification, approval, verification, or validation by REDTECH or SAVVYCORE of the User, the User's authority, the User's organization, or the accuracy or legitimacy of any information submitted in connection with the Account.

Nothing in this Section shall be interpreted as imposing upon REDTECH or SAVVYCORE a duty to continuously monitor user identities, verify the authority of organizational representatives, supervise internal account administration, or police the ongoing validity of user access rights. Responsibility for ensuring that only properly authorized individuals access and use the Portal shall remain exclusively with the relevant User and the organization that granted such authority.

LICENSE TO USE THE PORTAL

Subject to these Terms, the applicable Subscription, and the continued compliance by the User with all applicable contractual, legal, and regulatory obligations, REDTECH grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Portal solely for the User's legitimate internal business purposes and strictly in accordance with these Terms.

The license granted under this Section confers only a temporary and limited right to access and use the functionalities made available through the Portal during the applicable subscription period or such other period as may be authorized by REDTECH. Except for the limited license expressly granted herein, no ownership, proprietary interest, intellectual property right, license, assignment, or other legal interest in the Portal or any component thereof is transferred to any User.

All rights, title, and interests in and to the Portal, including its software, source code, object code, databases, architecture, workflows, processes, designs, user interfaces, dashboards, application programming interfaces (APIs), documentation, algorithms, reports, templates, know-how, trade secrets, trademarks, service marks, logos, domain names, enhancements, updates, derivative works, and all related intellectual property rights, whether registered or unregistered, shall remain the exclusive property of REDTECH or its respective licensors. Nothing contained in these Terms shall be construed as granting any license or right beyond the limited right of access expressly provided herein.

The User shall access and use the Portal solely for its intended business purposes. The Portal shall not be used to develop, support, market, operate, or improve any competing software, platform, product, or service, nor shall it be used for any activity inconsistent with these Terms or the legitimate business interests of REDTECH.

Without the prior written consent of REDTECH, the User shall not, directly or indirectly, copy, reproduce, distribute, publish, lease, rent, assign, sublicense, sell, commercialize, exploit, modify, adapt, translate, reverse engineer, decompile, disassemble, decode, create derivative works from, or otherwise attempt to discover or utilize the source code, architecture, algorithms, security mechanisms, or underlying technology of the Portal except to the limited extent that such restriction is prohibited by applicable law.

The User shall likewise refrain from circumventing or attempting to circumvent any authentication mechanism, subscription limitation, access control, license restriction, encryption technology, security feature, technical safeguard, or other protective measure implemented within the Portal. The User shall not permit any unauthorized person to access the Portal through its Account or otherwise attempt to exceed the permissions granted to it under the applicable Subscription.

The User shall not access or use the Portal for the purpose of benchmarking, performance testing, competitive analysis, product development, data mining, automated scraping, machine learning model training, artificial intelligence model development, or any similar activity intended to replicate, evaluate, or compete with the Portal without the prior written consent of REDTECH.

Nothing contained in these Terms shall prohibit a User from accessing, downloading, exporting, printing, or otherwise using information and documents that belong to the User or that the User is otherwise authorized to access through the Portal in accordance with these Terms and the permissions granted by the relevant Accrediting Partner.

Any use of the Portal beyond the scope of the license granted under this Section shall constitute a material breach of these Terms and shall entitle REDTECH, without prejudice to any other right or remedy available under law or contract, to immediately suspend, restrict, or terminate the User's access to the Portal.

The failure of REDTECH to immediately suspend or terminate a User's access following a breach of this Section shall not be construed as a waiver of any right or remedy, nor shall it prevent REDTECH from enforcing these Terms at any subsequent time.

The license granted herein shall automatically terminate upon the expiration or termination of the applicable Subscription, the lawful termination of the User's Account, or the termination of these Terms for any reason, without prejudice to those provisions which by their nature are intended to survive such termination.

ACCEPTABLE USE AND PROHIBITED CONDUCT

The Portal shall be used solely for lawful, legitimate, and bona fide business purposes consistent with its intended functions as a supplier accreditation, vendor management, procurement support, document management, workflow automation, compliance management, and business collaboration platform. Every User shall exercise reasonable care, good faith, honesty, professionalism, and diligence in accessing and using the Portal and shall ensure that all activities undertaken through the Portal comply with these Terms, applicable laws, contractual obligations, and generally accepted standards of commercial conduct.

The User shall use the Portal only in the manner intended by REDTECH and shall refrain from any act that may compromise the security, stability, integrity, availability, performance, reputation, or lawful operation of the Portal or interfere with the legitimate use thereof by other Users. The User likewise undertakes not to use the Portal in any manner that may expose REDTECH, SAVVYCORE, another User, or any third party to unnecessary legal, regulatory, operational, financial, or reputational risk.

Without limiting the generality of the foregoing, the User shall not knowingly or intentionally use the Portal to facilitate fraud, deception, identity theft, money laundering, corruption, bribery, tax evasion, cybercrime, intellectual property infringement, unauthorized disclosure of confidential information, or any unlawful or improper activity prohibited by applicable law. The User likewise shall not knowingly submit forged, falsified, materially misleading, altered, fabricated, fraudulently obtained, or otherwise unauthorized documents, certifications, licenses, permits, declarations, financial records, or other information through the Portal.

The User shall not upload, introduce, transmit, distribute, or otherwise make available through the Portal any malware, ransomware, viruses, worms, Trojan horses, spyware, malicious scripts, denial-of-service mechanisms, or any other software, code, technology, or device intended to compromise the confidentiality, integrity, availability, or security of the Portal or of any information maintained therein.

The User shall not access, attempt to access, monitor, retrieve, modify, interfere with, or otherwise interact with any account, information, document, database, system component, application programming interface (API), or electronic resource beyond the permissions lawfully granted to such User. Likewise, the User shall not circumvent authentication mechanisms, security controls, subscription limitations, system restrictions, access controls, audit mechanisms, or technical safeguards implemented by REDTECH.

The User shall not use automated software, robots, bots, spiders, crawlers, scraping tools, artificial intelligence agents, automated extraction tools, or similar technologies to collect, copy, monitor, harvest, analyse, or extract information from the Portal without the prior written consent of REDTECH, except where such activity is expressly authorized through an official integration or API made available by REDTECH.

The User shall not interfere with or manipulate electronic records, audit trails, timestamps, workflow histories, approval records, system logs, electronic signatures, notifications, or other system-generated information for the purpose of concealing, altering, misrepresenting, or otherwise affecting the integrity or evidentiary value of records maintained through the Portal.

The User shall not use the Portal in any manner that infringes or violates the intellectual property rights, proprietary rights, privacy rights, contractual rights, confidentiality obligations, or other lawful rights of REDTECH, SAVVYCORE, another User, or any third party.

REDTECH reserves the right, but not the obligation, to investigate any activity that it reasonably believes may violate these Terms, compromise the security or integrity of the Portal, expose REDTECH or its Users to legal or operational risk, or otherwise interfere with the lawful operation of the Portal. For such purpose, REDTECH may temporarily suspend access, restrict system functionality, preserve electronic records, cooperate with law enforcement or competent regulatory authorities, and take such other lawful and reasonable measures as may be necessary to protect the Portal, its Users, or its legitimate business interests.

The exercise or non-exercise by REDTECH of any right under this Section shall not be construed as creating a duty to actively monitor all User activity, review every document uploaded to the Portal, detect every unlawful act, or prevent every misuse of the Portal. The responsibility for ensuring that the User's activities comply with these Terms and applicable law remains exclusively with the User.

The User acknowledges that any breach of this Section may result in the immediate suspension or termination of access to the Portal, without prejudice to REDTECH's right to seek damages, equitable relief, indemnification, or any other remedy available under these Terms or applicable law.

USER REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS

As a continuing condition for access to and use of the Portal, each User represents, warrants, covenants, and undertakes that all information, documents, records, communications, certifications, declarations, electronic submissions, and other Content submitted, uploaded, transmitted, generated, or otherwise made available through the Portal are, to the best of the User's knowledge and belief, true, accurate, complete, current, authentic, lawful, and not misleading at the time of submission. The User further undertakes to promptly correct, update, or supplement any information that subsequently becomes inaccurate, incomplete, outdated, misleading, or no longer valid.

The User represents and warrants that it possesses all necessary legal authority, rights, licenses, approvals, permissions, consents, and other lawful bases required to submit, upload, disclose, transmit, process, store, or otherwise make available any information or document through the Portal. Where the User submits information relating to another individual or entity, the User likewise represents and warrants that such submission is authorized by law, contract, consent, or other lawful authority and does not violate the rights of any person.

The User further represents and warrants that the use of the Portal, and the submission of any Content through the Portal, shall not violate any applicable law, regulation, governmental issuance, court order, contractual obligation, confidentiality undertaking, intellectual property right, privacy right, or other legal right of any person or entity.

The User acknowledges that REDTECH and SAVVYCORE are not responsible for reviewing, verifying, validating, authenticating, certifying, auditing, investigating, or otherwise confirming the truthfulness, completeness, legality, authenticity, commercial sufficiency, or evidentiary value of any information or document submitted through the Portal. The User further acknowledges that the successful upload, storage, transmission, processing, indexing, acknowledgement, routing, or display of any information or document within the Portal shall not constitute verification, certification, approval, endorsement, acceptance, or validation thereof by REDTECH or SAVVYCORE.

The User assumes full responsibility for all Content submitted through the Portal and for all legal, regulatory, contractual, commercial, financial, administrative, or other consequences arising from such Content, including any consequence resulting from inaccurate information, forged documents, falsified records, expired licenses, unauthorized submissions, fraudulent representations, or violations of applicable law.

Where the User accesses or uses the Portal on behalf of a corporation, partnership, sole proprietorship, government agency, educational institution, cooperative, association, or other organization, the User represents and warrants that all actions performed through the Account have been duly authorized by such organization and are binding upon it. REDTECH and SAVVYCORE shall not be responsible for verifying corporate approvals, board resolutions, internal delegations of authority, employment relationships, agency appointments, or any other internal organizational matters.

The User acknowledges that Accrediting Partners may rely upon the information and documents submitted through the Portal in connection with supplier accreditation, procurement, vendor management, compliance, due diligence, contract administration, and other legitimate business activities. Accordingly, the User shall bear exclusive responsibility for ensuring that such information is accurate, lawful, complete, and suitable for the purpose for which it is submitted.

The User further undertakes to cooperate fully with REDTECH whenever reasonably requested in connection with the investigation of suspected security incidents, fraudulent activities, violations of these Terms, misuse of the Portal, unauthorized access, legal proceedings, governmental investigations, or other circumstances affecting the lawful operation, security, or integrity of the Portal. Such cooperation may include confirming the authenticity of submitted information, providing supporting documentation, verifying identity or authority, preserving relevant electronic records, or taking other reasonable actions necessary to facilitate the investigation or resolution of the matter.

The representations, warranties, and undertakings contained in this Section are deemed to have been made upon the User's initial access to the Portal and shall continue throughout the period of the User's use of the Portal. Any breach of this Section shall constitute a material breach of these Terms and shall entitle REDTECH, without prejudice to any other rights or remedies available under these Terms or applicable law, to suspend or terminate the User's access to the Portal and pursue such legal or equitable remedies as may be appropriate.

Nothing in this Section shall be construed as transferring to REDTECH or SAVVYCORE any obligation to verify, monitor, supervise, certify, or guarantee the legality, authenticity, completeness, or commercial reliability of information submitted by any User. The responsibility for the accuracy, legitimacy, and legal consequences of such information shall remain exclusively with the User submitting it.

USER CONTENT, ELECTRONIC RECORDS, AND PLATFORM ADMINISTRATION

The Portal enables Users to upload, submit, transmit, receive, organize, store, retrieve, manage, and otherwise process information, documents, electronic records, communications, certifications, declarations, reports, images, files, and other materials (collectively, "User Content") in connection with supplier accreditation, vendor management, procurement support, compliance management, and related business activities.

The User retains ownership of, or such lawful rights as the User possesses over, the User Content submitted through the Portal. Except as expressly provided under these Terms or as may be required by applicable law, nothing contained herein shall be construed as transferring ownership of User Content to REDTECH or SAVVYCORE solely by reason of its submission, transmission, storage, processing, backup, or management through the Portal.

By submitting User Content through the Portal, the User grants REDTECH, solely for the purpose of operating and providing the Portal and its related services, a non-exclusive, worldwide, royalty-free, and limited license to host, store, transmit, reproduce, index, organize, retrieve, display, process, archive, back up, migrate, and otherwise utilize such User Content only to the extent reasonably necessary for the operation, maintenance, security, support, troubleshooting, enhancement, disaster recovery, regulatory compliance, and lawful administration of the Portal. Such license shall not be construed as granting REDTECH or SAVVYCORE any ownership, commercial exploitation rights, or independent right to use User Content for purposes unrelated to the provision of the Portal.

The User acknowledges that REDTECH and SAVVYCORE do not undertake to review, examine, authenticate, certify, validate, investigate, audit, approve, reject, monitor, or otherwise determine the truthfulness, completeness, legality, commercial sufficiency, or evidentiary value of User Content submitted through the Portal. The successful submission, storage, routing, display, or retrieval of User Content within the Portal shall not constitute verification, endorsement, certification, approval, acceptance, or confirmation by REDTECH or SAVVYCORE of the accuracy or authenticity of such User Content.

REDTECH may implement automated workflows, system validations, file format requirements, mandatory fields, document categorization, notifications, version control, audit logging, and other technical controls designed to facilitate the orderly administration of the Portal. Such automated system functions are intended solely to support the operation of the Portal and shall not be interpreted as legal, technical, financial, accounting, procurement, regulatory, or compliance validation of any User Content.

The User acknowledges that electronic records generated or maintained through the Portal, including timestamps, workflow histories, audit logs, system notifications, electronic acknowledgements, routing histories, activity records, and similar system-generated information, are produced automatically as part of the normal operation of the Portal. Such records are intended primarily to document system activity and facilitate platform administration. Except where expressly required by applicable law or expressly certified in writing by REDTECH, such records shall not be construed as independent verification of the factual accuracy, legality, authenticity, completeness, or enforceability of the underlying User Content or the transactions to which such records relate.

REDTECH reserves the right, but not the obligation, to remove, restrict access to, quarantine, isolate, reject, or disable any User Content where REDTECH reasonably believes that such action is necessary to protect the security, integrity, availability, or lawful operation of the Portal, comply with applicable law or lawful governmental directives, prevent cybersecurity threats, preserve electronic evidence, or mitigate material operational or legal risks. The exercise of such authority shall not create any duty on the part of REDTECH to review all User Content or to identify every unlawful, fraudulent, inaccurate, or unauthorized submission.

The User acknowledges that REDTECH may perform routine system maintenance, automated backups, data replication, software upgrades, migration activities, integrity checks, indexing, storage optimization, disaster recovery procedures, cybersecurity monitoring, and other technical or administrative activities involving User Content as may be reasonably necessary for the continued operation of the Portal. Such activities are purely operational in nature and shall not be construed as assuming custody, control, ownership, verification, or responsibility for the substantive content of the information maintained within the Portal.

Nothing contained in this Section shall be interpreted as imposing upon REDTECH or SAVVYCORE any obligation to preserve User Content indefinitely, guarantee the admissibility of electronic records in judicial or administrative proceedings, maintain records beyond applicable retention periods, or act as the official records custodian for any User. Users remain solely responsible for maintaining such original records, supporting documentation, statutory books, regulatory filings, and other documents as may be required under applicable law or their own internal business requirements.

AVAILABILITY OF THE PORTAL, SYSTEM MAINTENANCE, AND TECHNICAL SUPPORT

REDTECH shall use commercially reasonable efforts to make the Portal available for access and use by authorized Users. However, the User acknowledges and agrees that the Portal is provided through internet-based technologies, cloud infrastructure, telecommunications networks, third-party service providers, and other systems that are not entirely within the control of REDTECH. Accordingly, uninterrupted, continuous, error-free, or completely secure operation of the Portal cannot be guaranteed.

The User understands that temporary interruptions, reduced system performance, delays in processing, latency, communication failures, temporary unavailability of certain functions, or other service disruptions may occur from time to time as a result of scheduled maintenance, software updates, infrastructure upgrades, emergency maintenance, cybersecurity measures, capacity expansion, system optimization, disaster recovery procedures, equipment replacement, internet connectivity issues, failures of third-party service providers, or other operational circumstances beyond the reasonable control of REDTECH.

REDTECH reserves the right, at any time and without incurring liability, to temporarily suspend or limit access to all or any portion of the Portal whenever such action is reasonably necessary to perform preventive or corrective maintenance, implement software patches or security updates, upgrade hardware or infrastructure, investigate security incidents, preserve system integrity, comply with applicable law or lawful governmental directives, respond to emergencies, or otherwise protect the Portal, its Users, or REDTECH's legitimate business interests. Where reasonably practicable, REDTECH shall endeavour to provide advance notice of scheduled maintenance through the Portal, electronic mail, or such other communication channels as REDTECH may deem appropriate. The inability to provide prior notice due to the nature of the maintenance or emergency shall not constitute a breach of these Terms.

REDTECH may from time to time modify, improve, replace, discontinue, redesign, enhance, or otherwise change the features, functionalities, workflows, user interfaces, integrations, reports, subscription plans, technical specifications, security controls, or other aspects of the Portal as part of its continuing product development and operational improvements. Such modifications shall not constitute a breach of these Terms, provided that they do not substantially deprive the User of the essential functionality of the subscribed service during the applicable subscription term, except where such modification is required by law, cybersecurity considerations, or circumstances beyond REDTECH's reasonable control.

Technical support, onboarding assistance, implementation services, customer success services, user training, and similar assistance may be provided directly by REDTECH or through SAVVYCORE or such other authorized service providers as REDTECH may designate. Unless otherwise expressly agreed in writing, such support services shall be limited to assistance relating to the operation and use of the Portal and shall not include legal advice, procurement consulting, accounting services, tax advice, cybersecurity consulting, business process consulting, data validation, supplier evaluation, or any professional service outside the ordinary operation of the Portal.

The User remains solely responsible for maintaining adequate internet connectivity, computer hardware, mobile devices, operating systems, browsers, software, telecommunications services, cybersecurity measures, backup procedures, and other technical resources necessary to access and use the Portal. REDTECH shall not be liable for any interruption, delay, degradation of performance, or inability to access the Portal arising from the User's own equipment, software environment, internet service provider, telecommunications provider, internal network, cybersecurity incident, or other technology not owned or directly controlled by REDTECH.

Where the Portal integrates with or communicates with third-party software, payment gateways, cloud services, messaging services, electronic signature platforms, government systems, enterprise software, or other external technologies, the continued availability, compatibility, accuracy, performance, or reliability of such third-party services shall remain subject to the terms, technical limitations, operational availability, and business decisions of their respective providers. REDTECH shall not be responsible for any interruption, incompatibility, modification, suspension, discontinuance, delay, or failure attributable to any third-party service, even where such service has been integrated with the Portal.

Nothing contained in this Section shall be construed as creating a service level agreement, uptime guarantee, performance warranty, disaster recovery commitment, response time commitment, or other service obligation unless expressly set forth in a separate written agreement duly executed by REDTECH. Any service levels, implementation timelines, support commitments, or operational metrics shall be governed exclusively by such separate written agreement and shall not be implied from these Terms.

Except to the extent expressly required by applicable law or a separate written agreement, REDTECH and SAVVYCORE shall not be liable for any loss of profits, business interruption, procurement delays, missed commercial opportunities, loss of anticipated savings, reputational harm, operational disruption, loss of goodwill, or other direct or indirect consequences arising from temporary interruptions, maintenance activities, technical failures, third-party outages, internet disruptions, or other circumstances affecting the availability or performance of the Portal.

DISCLAIMER OF WARRANTIES

The User expressly acknowledges and agrees that the Portal is provided on an "as available" and "as is" basis, subject to continuous development, enhancement, maintenance, operational improvements, and technological limitations. To the fullest extent permitted by applicable law, REDTECH and SAVVYCORE expressly disclaim all representations, warranties, guarantees, and conditions, whether express, implied, statutory, or otherwise, except only those that cannot lawfully be excluded under applicable law.

Without limiting the foregoing, REDTECH and SAVVYCORE do not warrant that the Portal will operate without interruption, delay, error, defect, vulnerability, incompatibility, data corruption, security incident, or technical malfunction, nor do they warrant that the Portal will always be available at any particular time, operate continuously, or meet every operational expectation of every User.

REDTECH and SAVVYCORE likewise do not warrant that the Portal will satisfy the particular business, operational, commercial, procurement, accounting, regulatory, tax, legal, compliance, technical, or organizational requirements of every User. The User acknowledges that it has independently evaluated the suitability of the Portal for its intended purposes and assumes sole responsibility for determining whether the Portal meets its own business requirements.

REDTECH and SAVVYCORE make no representation or warranty regarding the authenticity, accuracy, completeness, legality, validity, enforceability, reliability, quality, commercial value, fitness, regulatory compliance, or evidentiary value of any information, document, certification, declaration, communication, electronic record, or other User Content submitted through the Portal. The successful upload, storage, routing, display, processing, retrieval, or transmission of any User Content shall not constitute verification, certification, endorsement, validation, approval, acceptance, or confirmation by REDTECH or SAVVYCORE of such User Content or the transaction to which it relates.

REDTECH and SAVVYCORE do not warrant the qualifications, financial capacity, legal existence, technical competence, operational capability, integrity, reputation, tax compliance, regulatory compliance, licensing status, or commercial suitability of any Supplier, Accrediting Partner, administrator, representative, or other User of the Portal. The existence of an Account, the issuance of access credentials, the completion of registration, or the continued availability of a User within the Portal shall not be construed as an endorsement, recommendation, certification, or approval by REDTECH or SAVVYCORE.

REDTECH and SAVVYCORE further disclaim any warranty that the use of the Portal will result in supplier accreditation, vendor approval, inclusion in any vendor registry, invitation to bid, contract award, issuance of a purchase order, continuation of a commercial relationship, receipt of payment, business growth, increased revenue, operational efficiency, regulatory compliance, or any other particular commercial or business outcome. All procurement decisions, accreditation determinations, vendor evaluations, commercial negotiations, contractual engagements, and payment decisions remain exclusively within the discretion of the relevant Accrediting Partner or the parties directly involved in the underlying transaction.

The User further acknowledges that the Portal may interface with third-party software, cloud infrastructure, payment gateways, messaging platforms, electronic signature providers, government systems, telecommunications networks, internet service providers, and other technologies that are not owned or controlled by REDTECH. Accordingly, REDTECH and SAVVYCORE make no warranty regarding the continued availability, compatibility, security, accuracy, reliability, performance, or uninterrupted operation of such third-party services.

No oral or written advice, recommendation, assistance, training, onboarding support, implementation support, customer success service, technical support, marketing communication, demonstration, presentation, documentation, Frequently Asked Questions (FAQs), user guide, webinar, promotional material, or other communication made by REDTECH, SAVVYCORE, or their respective personnel shall create any warranty or expand the warranties expressly provided under these Terms unless expressly incorporated into a written agreement signed by REDTECH.

Except to the extent expressly required by applicable law, the User assumes all risks arising from its access to and use of the Portal, its reliance upon User Content submitted by other Users, its business decisions made using information obtained through the Portal, and its participation in any procurement, accreditation, contractual, commercial, financial, or regulatory activity facilitated through the Portal. The User further acknowledges that REDTECH and SAVVYCORE are technology service providers only and are not guarantors of the acts, omissions, representations, business decisions, contractual performance, legal compliance, or commercial conduct of any User.

Nothing contained in these Terms shall be interpreted as creating any fiduciary duty, advisory relationship, procurement responsibility, auditing obligation, certification obligation, legal duty to verify information, or professional duty of care beyond the provision of the Portal as a technology platform.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the User acknowledges and agrees that REDTECH and SAVVYCORE provide the Portal solely as a technology platform and shall not be deemed to have assumed, by reason of providing, operating, maintaining, supporting, or administering the Portal, any responsibility for the commercial, contractual, procurement, financial, legal, regulatory, operational, or business affairs of any User.

Accordingly, REDTECH and SAVVYCORE shall not be liable for any loss, damage, claim, liability, cost, expense, or other consequence arising directly or indirectly from the acts, omissions, negligence, fraud, misconduct, misrepresentation, breach of contract, regulatory non-compliance, insolvency, or unlawful conduct of any Supplier, Accrediting Partner, administrator, employee, representative, contractor, consultant, or other User of the Portal.

Without limiting the foregoing, REDTECH and SAVVYCORE shall not be responsible for determining the authenticity, validity, completeness, legality, sufficiency, enforceability, or evidentiary value of any information, certification, declaration, license, permit, financial record, tax document, contract, purchase order, invoice, quotation, report, communication, electronic record, or other document submitted through the Portal. Any reliance placed by a User upon information obtained through the Portal shall be entirely at such User's own risk.

REDTECH and SAVVYCORE shall likewise not be liable for any decision made by an Accrediting Partner relating to supplier accreditation, vendor qualification, procurement, bidding, vendor suspension, vendor disqualification, contract award, purchase order issuance, contract renewal, contract termination, invoice processing, payment approval, payment withholding, or any other commercial or operational decision, whether or not such decision was made using information obtained through the Portal.

Neither REDTECH nor SAVVYCORE shall be liable for any failure of a User to obtain supplier accreditation, maintain accredited status, secure a procurement opportunity, receive a purchase order, conclude a commercial agreement, collect payment, maintain a business relationship, comply with regulatory requirements, or achieve any anticipated commercial, financial, or operational objective through the use of the Portal.

Except where liability cannot lawfully be excluded under applicable law, REDTECH and SAVVYCORE shall not be liable for any indirect, incidental, consequential, exemplary, special, punitive, or speculative damages, including but not limited to loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunities, loss of contracts, loss of customers, loss of goodwill, business interruption, operational delays, procurement delays, reputational harm, corruption or loss of electronic data, or any similar economic or commercial loss, regardless of whether such damages were foreseeable or whether REDTECH or SAVVYCORE had been advised of the possibility thereof.

REDTECH and SAVVYCORE shall not be liable for any interruption, delay, degradation of performance, temporary unavailability, cybersecurity incident, data corruption, communication failure, integration failure, internet outage, cloud service disruption, telecommunications failure, power interruption, malicious cyberattack, denial-of-service attack, malware infection, ransomware incident, force majeure event, governmental action, or any other circumstance beyond their reasonable control.

The User expressly acknowledges that the fees paid for access to the Portal reflect the allocation of risk agreed upon by the parties under these Terms. The User further acknowledges that REDTECH and SAVVYCORE would not be able to provide the Portal on commercially reasonable terms without the limitations of liability set forth herein.

To the fullest extent permitted by applicable law, the aggregate liability of REDTECH and SAVVYCORE arising out of or in connection with these Terms, the Portal, or the use thereof, whether arising in contract, tort (including negligence), statute, or otherwise, shall in no event exceed the total Subscription Fees actually paid by the complaining User to REDTECH for the twelve (12) months immediately preceding the event giving rise to the claim. If no Subscription Fees have been paid by the User during such period, the aggregate liability of REDTECH and SAVVYCORE shall not exceed One Thousand Philippine Pesos (PHP 1,000.00) or the minimum amount permitted by applicable law, whichever is higher.

The limitations and exclusions of liability set forth in this Section shall apply notwithstanding the failure of any limited remedy, shall survive the termination or expiration of these Terms, and shall extend to the directors, officers, shareholders, employees, representatives, affiliates, licensors, subcontractors, service providers, consultants, agents, successors, and assigns of REDTECH and SAVVYCORE.

Nothing in these Terms shall operate to exclude or limit liability for fraud or wilful misconduct committed by REDTECH itself, or for any liability that cannot lawfully be excluded or limited under the applicable laws of the Republic of the Philippines.

XI. INDEMNIFICATION

The User agrees to defend, indemnify, and hold harmless REDTECH, SAVVYCORE, their respective parent companies, subsidiaries, affiliates, successors, assigns, directors, officers, shareholders, employees, consultants, agents, representatives, licensors, contractors, subcontractors, service providers, and authorized personnel from and against any and all claims, actions, proceedings, investigations, liabilities, judgments, penalties, fines, assessments, losses, damages, costs, expenses, and reasonable attorneys' fees arising out of or relating to the User's access to or use of the Portal, the User's breach of these Terms, or the User's violation of any applicable law, regulation, contractual obligation, or the rights of any third party.

Without limiting the foregoing, the User shall indemnify REDTECH and SAVVYCORE against any claim arising from inaccurate, incomplete, misleading, falsified, forged, expired, unauthorized, fraudulent, or otherwise unlawful information, documents, certifications, declarations, licenses, permits, financial statements, tax records, contracts, purchase orders, invoices, quotations, electronic records, or other User Content submitted, uploaded, transmitted, stored, or otherwise processed through the Portal by or on behalf of the User.

The User shall likewise indemnify REDTECH and SAVVYCORE against any claim arising from the User's unauthorized disclosure of confidential information, infringement of intellectual property rights, violation of privacy rights, breach of contractual obligations, unauthorized use of another person's Personal Data, failure to obtain required approvals or consents, misuse of another person's identity, or any other unlawful or unauthorized act committed through or in connection with the Portal.

Where any claim, complaint, administrative proceeding, civil action, criminal investigation, arbitration, regulatory inquiry, or other legal proceeding is commenced against REDTECH or SAVVYCORE by reason of any act or omission attributable to the User, the User shall, upon written demand, promptly assume responsibility for the defence of such claim at the User's own expense using counsel reasonably acceptable to REDTECH. REDTECH shall have the right, but not the obligation, to participate in such defence through counsel of its own choosing at the User's expense where REDTECH reasonably determines that its own interests require separate representation.

The User shall not settle, compromise, admit liability, or otherwise dispose of any claim affecting REDTECH or SAVVYCORE without the prior written consent of REDTECH, which consent shall not be unreasonably withheld where the proposed settlement fully releases REDTECH and SAVVYCORE from all liability without requiring any admission of fault, payment, or other obligation on their part.

The indemnification obligations under this Section shall apply regardless of whether the claim is asserted by another User, an Accrediting Partner, a Supplier, a government agency, a regulatory authority, a private complainant, or any other third party, provided that the claim arises from or is attributable to the acts, omissions, negligence, misconduct, representations, warranties, submissions, or other conduct of the User.

The User acknowledges that REDTECH and SAVVYCORE operate the Portal solely as technology service providers and do not independently verify, audit, authenticate, certify, or otherwise assume responsibility for User Content or for commercial transactions conducted through the Portal. Accordingly, where REDTECH or SAVVYCORE incur liability, expense, or legal exposure solely because the User provided false information, forged documents, inaccurate representations, unauthorized submissions, or otherwise violated these Terms or applicable law, the User shall fully indemnify REDTECH and SAVVYCORE for all resulting losses, liabilities, damages, costs, and expenses.

The obligations under this Section shall survive the suspension or termination of the User's Account, the expiration or termination of the applicable Subscription, and the termination of these Terms, regardless of the reason for such termination.

INTELLECTUAL PROPERTY RIGHTS

All rights, title, and interests in and to the Portal, including its software, source code, object code, executable code, databases, database structures, system architecture, algorithms, workflows, business logic, application programming interfaces (APIs), user interface, graphical user interface (GUI), dashboards, reports, documentation, manuals, templates, forms, layouts, designs, graphics, images, icons, trademarks, service marks, trade names, logos, domain names, trade dress, proprietary methodologies, know-how, processes, technical information, inventions, discoveries, enhancements, modifications, updates, upgrades, derivative works, and all other intellectual property rights, whether registered or unregistered, together with all future improvements and developments thereof, are and shall remain the exclusive property of REDTECH or, where applicable, its licensors.

Nothing contained in these Terms shall be construed as transferring or assigning to the User any ownership or proprietary interest in the Portal or any part thereof. Except for the limited, revocable, non-exclusive, non-transferable, and non-sublicensable license expressly granted under these Terms, no license or right shall be deemed granted by implication, estoppel, or otherwise.

The User shall not, directly or indirectly, nor permit any third party to copy, reproduce, duplicate, mirror, distribute, publish, sell, lease, rent, sublicense, assign, or otherwise commercially exploit any portion of the Portal; reverse engineer, decompile, disassemble, decrypt, decode, or otherwise attempt to derive the source code, underlying structure, algorithms, data models, workflows, or business logic of the Portal; modify, adapt, translate, enhance, create derivative works from, or otherwise alter the Portal or any portion thereof; remove, alter, obscure, or modify any copyright notice, trademark, logo, proprietary marking, watermark, security feature, or other proprietary notice appearing on the Portal; use the Portal or any portion thereof to develop, train, benchmark, validate, improve, or support any competing software, platform, artificial intelligence model, machine learning system, procurement solution, supplier management system, vendor accreditation platform, or similar technology; scrape, crawl, harvest, extract, copy, download, index, cache, reproduce, or otherwise collect data, content, metadata, or system information from the Portal through automated means or otherwise, except as expressly authorized by REDTECH in writing; access or attempt to access any source code, development environment, security mechanism, encryption method, administrative function, internal application programming interface (API), or any other non-public component of the Portal; or otherwise infringe, misappropriate, dilute, or violate any intellectual property rights or other proprietary rights of REDTECH or its licensors.

The User acknowledges that any unauthorized use of the Portal or any infringement of REDTECH's intellectual property or proprietary rights may cause substantial and irreparable harm for which monetary damages alone may not constitute an adequate remedy. Accordingly, to the fullest extent permitted by applicable law, REDTECH shall be entitled, in addition to any other rights and remedies available at law or in equity, to seek immediate injunctive relief, specific performance, temporary restraining orders, preliminary injunctions, permanent injunctions, or any other appropriate equitable relief, without the necessity of posting bond where such requirement may lawfully be waived. The exercise of any such remedy shall not preclude REDTECH from pursuing any other legal or equitable remedy available under these Terms or applicable law.

Nothing contained in these Terms shall prohibit REDTECH from developing, licensing, marketing, operating, or commercializing products, services, software, workflows, or technologies that are similar to or competitive with any business conducted by the User, provided that REDTECH does not unlawfully use the User's Confidential Information or User Content in doing so.

The obligations contained in this Section shall survive the suspension, expiration, cancellation, or termination of the User's Account, Subscription, or these Terms.

SUSPENSION, RESTRICTION, AND TERMINATION OF ACCESS

REDTECH reserves the right, at any time and in its sole but reasonable discretion, to suspend, restrict, disable, limit, or terminate the User's access to all or any portion of the Portal whenever REDTECH reasonably determines that such action is necessary to protect the security, integrity, availability, lawful operation, reliability, or commercial interests of the Portal, its Users, REDTECH, SAVVYCORE, or any third party.

Without limiting the generality of the foregoing, REDTECH may suspend, restrict, disable, or terminate the User's access to the Portal whenever REDTECH reasonably believes that the User has violated these Terms or any applicable policy governing the Portal; submitted false, inaccurate, fraudulent, misleading, forged, expired, altered, or unauthorized information or documents; engaged in unlawful, fraudulent, abusive, deceptive, malicious, unethical, or otherwise improper conduct; attempted to gain unauthorized access to the Portal, its databases, infrastructure, security systems, administrative functions, application programming interfaces (APIs), or the accounts of other Users; introduced malware, viruses, ransomware, malicious code, automated scripts, bots, or any other harmful technology into the Portal; failed to pay any applicable subscription fee, renewal fee, implementation fee, or other amount due within the prescribed period; materially interfered with or disrupted the operation, availability, security, integrity, or performance of the Portal; infringed, or is reasonably suspected of infringing, the intellectual property rights, privacy rights, contractual rights, or other legal rights of REDTECH, SAVVYCORE, another User, or any third party; become the subject of any governmental directive, court order, regulatory action, cybersecurity incident, or legal requirement necessitating the suspension or restriction of access; or otherwise exposed REDTECH, SAVVYCORE, the Portal, or other Users to material legal, financial, operational, cybersecurity, or reputational risk.

REDTECH may implement any suspension or restriction immediately and without prior notice whenever REDTECH reasonably determines that immediate action is necessary to prevent fraud, unauthorized access, data loss, cybersecurity threats, legal violations, or other imminent harm. Where circumstances reasonably permit, REDTECH may provide notice of such suspension or restriction within a reasonable period thereafter.

During any period of suspension or restriction, the User's access to the Portal, including its modules, workflows, dashboards, reports, communications, stored documents, integrations, APIs, and other functionalities, may be wholly or partially disabled. REDTECH shall have no obligation to maintain uninterrupted access during the period of suspension or restriction.

Termination of the User's Account, whether initiated by REDTECH or the User, shall immediately terminate the license granted under these Terms, subject only to any applicable transition or data retrieval period expressly provided herein. Upon termination, the User shall immediately cease all access to and use of the Portal.

Termination of the User's Account shall not affect any rights, remedies, obligations, or liabilities accrued prior to the effective date of termination. Without limitation, all provisions relating to payment obligations, intellectual property rights, confidentiality, data retention, limitation of liability, indemnification, governing law, dispute resolution, audit rights, reservation of rights, and all provisions which by their nature are intended to survive shall remain in full force and effect notwithstanding such termination.

Except where expressly required by applicable law or these Terms, REDTECH shall not be liable for any loss of profits, business interruption, loss of opportunity, data loss, procurement delay, commercial consequence, reputational damage, or any direct, indirect, incidental, consequential, special, exemplary, or punitive damages arising from the lawful suspension, restriction, disabling, or termination of the User's access undertaken in good faith pursuant to these Terms.

Nothing in this Section shall obligate REDTECH to continue providing access to the Portal where such continued access would violate applicable law, compromise the security or integrity of the Portal, prejudice REDTECH's legitimate business interests, or expose REDTECH, SAVVYCORE, or other Users to unreasonable legal, operational, financial, or cybersecurity risks.

FORCE MAJEURE

Neither REDTECH nor SAVVYCORE shall be liable for any delay, interruption, deficiency in performance, suspension of services, or failure to perform any obligation under these Terms where such delay or failure results, directly or indirectly, from any event, circumstance, or cause beyond its reasonable control, whether foreseeable or unforeseeable.

Force Majeure events shall include, without limitation, acts of God; earthquakes; typhoons; floods; fires; epidemics; pandemics; public health emergencies; war; invasion; armed conflict; terrorism; civil unrest; riots; strikes; lockouts; labour disputes; shortages of labour, fuel, electricity, internet connectivity, or essential utilities; failures or interruptions of telecommunications networks; cloud infrastructure failures; internet outages; cyberattacks; ransomware; denial-of-service attacks; hacking incidents; malware outbreaks; failures of third-party software, payment gateways, banking systems, government systems, hosting providers, application programming interfaces (APIs), domain name services, certificate authorities, or other third-party technologies; governmental actions; judicial orders; regulatory directives; changes in applicable law; embargoes; sanctions; import or export restrictions; national emergencies; or any other event beyond the reasonable control of REDTECH or SAVVYCORE.

During the existence of a Force Majeure event, REDTECH may suspend, delay, modify, or temporarily discontinue the operation of the Portal, in whole or in part, without incurring liability, to the extent reasonably necessary to protect the integrity, security, availability, or continued operation of the Portal.

REDTECH shall use commercially reasonable efforts to restore affected services within a reasonable period after the Force Majeure event has ceased, provided that REDTECH shall not be obligated to incur unreasonable expense, extraordinary measures, or commercially impracticable efforts in doing so.

The occurrence of a Force Majeure event shall not entitle the User to any refund, rebate, credit, damages, penalty, compensation, service-level adjustment, or other monetary recovery, except where otherwise expressly required by applicable law.

Where a Force Majeure event continues for such duration that REDTECH reasonably determines that continued provision of the affected services has become impossible, commercially impracticable, unlawful, or poses material operational or cybersecurity risks, REDTECH may suspend or terminate the affected services without further liability, subject only to any mandatory obligations imposed by applicable law.

Nothing contained in this Section shall relieve the User of any payment obligations that accrued prior to the occurrence of the Force Majeure event, unless otherwise required by applicable law.

REGULATORY COMPLIANCE AND GOVERNMENT REQUESTS

REDTECH and SAVVYCORE shall at all times be entitled to comply with any applicable law, statute, regulation, administrative issuance, judicial order, subpoena, warrant, court order, regulatory directive, governmental request, law enforcement request, tax requirement, national security measure, or other lawful process issued by any court, tribunal, regulatory agency, law enforcement authority, or other governmental authority having lawful jurisdiction.

Where REDTECH reasonably determines that compliance with any such legal requirement requires the disclosure, preservation, restriction, suspension, monitoring, production, transfer, retention, deletion, blocking, or other processing of any User information, User Content, Account information, audit logs, transaction records, communications, or other data maintained within the Portal, the User expressly authorizes REDTECH to undertake such action to the extent reasonably necessary to comply with the applicable legal obligation.

To the fullest extent permitted by applicable law, REDTECH shall have no obligation to contest, challenge, appeal, or resist any lawful governmental request or legal process before complying therewith. REDTECH may, but shall not be obligated to, notify the affected User before or after complying with such request where REDTECH reasonably determines that such notification is legally permissible and would not compromise any investigation, legal proceeding, regulatory requirement, or public interest.

The User acknowledges that compliance by REDTECH or SAVVYCORE with any lawful governmental request, judicial order, regulatory directive, or legal obligation shall not constitute a breach of these Terms, a violation of confidentiality obligations, or a breach of any contractual duty owed to the User.

REDTECH shall likewise have the right to preserve, retain, secure, isolate, or restrict access to any Account, document, audit log, communication, or User Content where REDTECH reasonably believes that such action is necessary to comply with applicable law, preserve evidence, facilitate a lawful investigation, protect the integrity of the Portal, respond to cybersecurity incidents, prevent fraud, or safeguard the rights, property, or safety of REDTECH, SAVVYCORE, other Users, governmental authorities, or the public.

Except where liability cannot lawfully be excluded, neither REDTECH nor SAVVYCORE shall be liable for any loss, delay, interruption, disclosure, restriction of access, suspension of services, or other consequence resulting from their good faith compliance with any lawful governmental request, judicial order, regulatory requirement, or legal obligation.

Nothing contained in this Section shall be construed as imposing upon REDTECH any obligation to monitor User activities, proactively investigate potential legal violations, detect unlawful conduct, or enforce legal compliance beyond the requirements imposed by applicable law or these Terms.

ELECTRONIC COMMUNICATIONS, ELECTRONIC RECORDS, AND ELECTRONIC SIGNATURES

The User acknowledges and agrees that the Portal is intended to facilitate electronic communications, electronic transactions, electronic recordkeeping, and electronic document management between and among Users. Subject to applicable law, the User consents to receive notices, disclosures, invoices, statements, system alerts, workflow notifications, reminders, reports, announcements, and other communications electronically through the Portal, electronic mail, SMS, or such other communication channels as may be designated by REDTECH from time to time.

Electronic communications transmitted through the Portal or through the User's registered electronic mail address shall be deemed received upon successful transmission to the User's registered account or designated electronic address, unless proven otherwise by competent evidence. The User shall be solely responsible for maintaining accurate, current, and functional contact information and for regularly monitoring communications relating to the User's Account.

The User acknowledges that records generated by the Portal, including audit logs, system logs, activity records, timestamps, transaction histories, workflow records, access logs, metadata, IP address logs, authentication records, system-generated reports, and other electronically generated records, may be maintained by REDTECH for operational, security, audit, evidentiary, regulatory, compliance, disaster recovery, and business continuity purposes.

To the fullest extent permitted by applicable law, such electronically generated records shall constitute prima facie evidence of the occurrence of the corresponding electronic activity, transaction, communication, submission, approval, login, access, upload, download, modification, or other system event reflected therein, without prejudice to the right of either party to present competent evidence to the contrary.

Where the Portal supports electronic signatures, digital acknowledgments, electronic approvals, electronic consents, click-wrap agreements, electronic acceptance mechanisms, or similar electronic execution methods, the User agrees that such electronic acts may produce legally binding obligations to the extent recognized under applicable law.

The User shall be solely responsible for safeguarding the confidentiality, integrity, and authorized use of its login credentials, authentication devices, passwords, multi-factor authentication methods, digital certificates, or other security credentials used in connection with the Portal. Any action performed using the User's authenticated Account shall be presumed to have been authorized by the User unless the User establishes, through competent evidence, that such action resulted solely from unauthorized access not attributable to the User's negligence, omission, or failure to safeguard its credentials.

REDTECH provides only the technological means by which electronic communications, electronic records, and electronic signatures may be transmitted, stored, or facilitated. REDTECH does not certify, notarize, witness, authenticate, validate, guarantee, or verify the legal authority of any signatory, the authenticity of any signature, the enforceability of any electronically executed agreement, or the legal validity of any document uploaded, executed, approved, or exchanged through the Portal.

The User assumes full responsibility for ensuring that every electronic document, electronic signature, approval, consent, authorization, certification, or declaration submitted through the Portal complies with all applicable legal, contractual, regulatory, and internal corporate requirements.

Except where expressly required by applicable law or these Terms, REDTECH and SAVVYCORE shall not be liable for any dispute concerning the authenticity, enforceability, execution, authority, validity, interpretation, or legal effect of any electronically signed document or electronically transmitted communication exchanged between Users through the Portal.

SUBSCRIPTION PLANS, FEES, BILLING, RENEWALS, PRICING ADJUSTMENTS, AND ACCOUNT SUSPENSION

Access to certain modules, services, integrations, features, storage capacities, workflows, reports, analytics, application programming interfaces (APIs), and other functionalities of the Portal shall be governed by the Subscription Plan selected by the User. REDTECH may, from time to time, establish, modify, consolidate, replace, discontinue, or introduce subscription plans and determine the corresponding features, limitations, pricing, storage allocations, usage limits, transaction volumes, service inclusions, and other commercial terms applicable to each plan.

Unless otherwise expressly provided, all paid subscription obligations shall apply equally to Accrediting Partners and Suppliers subscribing to paid plans. Suppliers enrolled under the Basic or Bronze Plan shall not be required to pay subscription fees unless they voluntarily upgrade to a paid subscription.

The User agrees to timely pay all applicable subscription fees, implementation fees, onboarding charges, recurring subscription charges, taxes, government-imposed assessments, transaction fees, integration fees, and other lawful charges associated with the selected Subscription Plan in accordance with the billing terms prescribed by REDTECH. Unless otherwise expressly required by applicable law or agreed in writing, all payments shall be made in advance and shall be non-refundable.

REDTECH reserves the right to review and revise subscription fees, pricing structures, implementation charges, recurring fees, storage fees, transaction fees, integration fees, and other commercial charges from time to time, including annual pricing adjustments to reflect inflation, increased operating costs, technological enhancements, cybersecurity improvements, infrastructure investments, regulatory compliance costs, market conditions, product enhancements, additional services, or other legitimate business considerations. REDTECH shall provide reasonable prior notice before any revised pricing becomes effective.

The User acknowledges that renewal of a paid Subscription Plan or continued use of any paid subscription after the effective date of a revised pricing schedule shall constitute the User's acceptance of the revised subscription fees.

A User who elects not to renew its subscription because of a pricing adjustment or for any other reason shall submit a written cancellation request to the official customer support electronic mail address designated by REDTECH. Cancellation shall become effective only upon REDTECH's acknowledgment and approval of the request.

Upon approval of the cancellation request, the User shall be granted a single transition period of up to one (1) month, solely for the purpose of downloading, exporting, or retrieving the User's own documents, reports, records, and other information maintained within the Portal. Such transition period shall be non-extendible, regardless of the reason for the request.

Upon the expiration of the transition period, the User's Subscription shall automatically terminate. Thereafter, REDTECH may disable the User's Account and, subject to its applicable data retention policies and legal obligations, archive, anonymize, or permanently delete the User's remaining data. Except where otherwise required by applicable law, REDTECH shall have no obligation to preserve, restore, retrieve, recover, or make available any User Content remaining in the Portal following the expiration of the transition period.

Failure to pay any subscription fee, renewal fee, implementation fee, or other amount due on or before the applicable due date shall automatically result in the suspension or disabling of the User's Account without the necessity of prior notice or demand. During such suspension, the User shall not be permitted to access the Portal or any of its modules, workflows, reports, dashboards, stored information, APIs, integrations, communications, or other functionalities until all outstanding obligations have been fully settled and REDTECH has reactivated the Account.

REDTECH shall have no obligation to restore suspended services until payment has been received, verified, and properly applied to the User's Account. Any delay in restoration resulting from payment verification, banking processes, fraud prevention measures, cybersecurity validation, or other reasonable operational procedures shall not constitute a breach of these Terms.

The User acknowledges that uninterrupted access to paid services is conditioned upon maintaining a valid and fully paid Subscription Plan. While REDTECH values long-term business relationships and encourages continued subscriptions to maximize the benefits of the Portal and its evolving capabilities, nothing contained in these Terms shall obligate any User to renew or continue a Subscription beyond its current subscription term. The decision to renew shall remain entirely voluntary, subject only to accrued payment obligations, applicable notice requirements, and the transition procedures provided herein.

REDTECH further reserves the right to modify, replace, consolidate, discontinue, or introduce Subscription Plans, storage allocations, usage limits, supported features, technical capabilities, service offerings, or commercial packages at its reasonable discretion, provided that such modifications shall not materially diminish the core services included in any Subscription Plan that has already been fully paid for during its then-current subscription term, unless such modification is required by applicable law, cybersecurity concerns, regulatory requirements, operational necessity, or circumstances beyond REDTECH's reasonable control.

THIRD-PARTY SERVICES, INTEGRATIONS, AND OPTIONAL ADD-ON SERVICES

The Portal may interface, integrate, connect, exchange data, or otherwise interact with third-party software, payment gateways, banking platforms, financial institutions, cloud hosting providers, messaging platforms, electronic mail providers, electronic signature providers, government systems, application programming interfaces (APIs), identity verification services, tax platforms, cybersecurity solutions, artificial intelligence services, analytics platforms, enterprise resource planning systems, customer relationship management systems, accounting software, procurement solutions, and other technologies that are not owned, operated, managed, or controlled by REDTECH.

The User acknowledges that the continued availability, compatibility, interoperability, pricing, functionality, security, maintenance, performance, and operation of such third-party services remain solely under the control of their respective owners or service providers. REDTECH and SAVVYCORE neither own nor control such third-party services and make no representation, warranty, or guarantee regarding their continued availability, accuracy, compatibility, security, reliability, performance, quality of service, legal compliance, or uninterrupted operation.

The User further acknowledges that third-party providers may suspend, discontinue, modify, replace, restrict, update, or terminate their respective services, interfaces, pricing models, APIs, technical specifications, authentication methods, security requirements, or commercial terms at any time without notice to REDTECH. REDTECH shall not be responsible for any interruption, incompatibility, data transmission failure, transaction failure, service degradation, pricing adjustment, feature removal, security incident, or other consequence resulting from any act or omission of any third-party provider.

Where the User elects to utilize any third-party integration, the User shall independently comply with the applicable terms of service, license agreements, privacy notices, payment terms, security requirements, technical specifications, and other contractual obligations imposed by the applicable third-party provider. REDTECH shall not be responsible for monitoring or enforcing the User's compliance with such third-party agreements.

The Portal may, from time to time, offer certain advanced integrations, enterprise connectors, customized interfaces, payment gateway facilities, banking integrations, API access, workflow automation tools, artificial intelligence capabilities, premium analytics, data migration services, custom development, or other enhanced functionalities as optional add-on services. Unless expressly included in the User's Subscription Plan, such services shall not form part of the standard subscription.

Activation of any optional add-on service shall be entirely voluntary and shall only occur upon the User's written request or electronic acceptance, REDTECH's approval, acceptance of the applicable commercial terms, execution of any additional agreement that REDTECH may reasonably require, and payment of all corresponding implementation fees, recurring subscription fees, transaction fees, licensing charges, professional service fees, or other applicable charges.

REDTECH reserves the right to determine the scope, pricing, technical specifications, implementation schedule, support coverage, maintenance arrangements, and commercial availability of any optional add-on service and may modify, discontinue, replace, suspend, or withdraw any optional integration or enhanced functionality at any time, provided that such action shall not materially affect any fully paid implementation or subscription during its then-current service period unless required by law, cybersecurity considerations, third-party restrictions, or operational necessity.

Except where expressly agreed in writing, REDTECH does not warrant that any third-party integration will remain permanently available or compatible with future versions of the Portal or with future versions of any third-party software.

To the fullest extent permitted by applicable law, REDTECH and SAVVYCORE shall not be liable for any loss, delay, interruption, incompatibility, unauthorized disclosure, failed transaction, payment error, service interruption, business interruption, data corruption, cybersecurity incident, or other damage arising directly or indirectly from the acts, omissions, failures, products, services, systems, software, or infrastructure of any third-party provider.

FEEDBACK, SUGGESTIONS, AND PRODUCT IMPROVEMENTS

REDTECH welcomes comments, recommendations, ideas, enhancement requests, feature requests, usability suggestions, workflow improvements, bug reports, technical proposals, product evaluations, and other feedback relating to the Portal. The submission of such feedback by any User shall be entirely voluntary.

Unless otherwise expressly agreed in writing by REDTECH, all feedback submitted by the User shall be deemed non-confidential and provided without any expectation of compensation, reimbursement, ownership interest, royalty, commission, attribution, or other consideration.

The User hereby irrevocably grants to REDTECH a perpetual, worldwide, non-exclusive, transferable, sublicensable, royalty-free, fully paid, and unrestricted license to use, reproduce, modify, adapt, improve, translate, publish, distribute, commercialize, license, incorporate, develop, implement, create derivative works from, and otherwise exploit any feedback for any lawful business purpose, including the improvement, enhancement, development, testing, marketing, licensing, commercialization, operation, maintenance, or expansion of the Portal or any other present or future product, service, software, platform, or technology developed or offered by REDTECH.

The User irrevocably waives, to the fullest extent permitted by applicable law, any claim that REDTECH's implementation or use of such feedback entitles the User to ownership, co-ownership, authorship, inventorship, compensation, royalty payments, license fees, reimbursement, accounting, or any other financial or proprietary interest arising from REDTECH's use of the feedback.

For the avoidance of doubt, this Section applies solely to voluntary suggestions, recommendations, enhancement requests, ideas, and other product improvement feedback submitted by the User. Nothing contained herein shall transfer ownership of the User's Confidential Information, proprietary business information, procurement records, supplier information, financial information, intellectual property, trade secrets, uploaded documents, or other User Content, all of which shall remain governed by the applicable provisions of these Terms.

REDTECH shall have no obligation to review, evaluate, acknowledge, implement, respond to, or utilize any feedback submitted by the User and may accept, reject, modify, or disregard such feedback entirely at its sole discretion.

The User represents and warrants that any feedback submitted to REDTECH does not knowingly infringe the intellectual property rights, confidentiality obligations, contractual rights, or other proprietary rights of any third party. The User agrees to indemnify and hold harmless REDTECH and SAVVYCORE from any claim arising from the User's breach of the foregoing warranty.

Nothing in this Section shall obligate REDTECH to maintain the confidentiality of any feedback unless REDTECH has expressly agreed in writing to receive such information subject to a separate confidentiality or non-disclosure agreement.

USER'S INDEPENDENT BUSINESS JUDGMENT

The User acknowledges and agrees that REDTECH and SAVVYCORE provide only the technological infrastructure through which Users may facilitate supplier registration, supplier accreditation, vendor management, procurement support, compliance management, invoice processing workflows, and other related business processes. REDTECH and SAVVYCORE do not participate in, negotiate, supervise, recommend, certify, endorse, approve, reject, evaluate, or control any commercial, financial, contractual, procurement, or business decision made by any User.

All decisions relating to supplier accreditation, supplier qualification, vendor selection, procurement, quotations, bids, contract awards, purchase orders, negotiations, pricing, financing, credit evaluation, invoice approval, payment processing, contract administration, business relationships, risk assessment, and all other commercial decisions shall be made solely by the User in the exercise of its own independent judgment, discretion, policies, and internal approval processes.

The User shall independently determine the qualifications, financial capacity, legal standing, technical capability, regulatory compliance, reputation, performance, suitability, and overall fitness of every Supplier, Accrediting Partner, contractor, consultant, service provider, or other User before entering into any commercial relationship or transaction.

The availability within the Portal of any profile, registration, accreditation status, document, certificate, license, permit, financial statement, workflow, approval status, dashboard, report, notification, communication, recommendation, analytics, or other information shall not constitute an endorsement, certification, guarantee, verification, recommendation, warranty, representation, or approval by REDTECH or SAVVYCORE.

REDTECH and SAVVYCORE shall not be responsible or liable for any procurement decision, supplier selection, contract award, payment decision, financing arrangement, business judgment, commercial strategy, credit decision, contractual dispute, operational loss, regulatory consequence, reputational damage, or other business outcome arising from the User's reliance upon any information, records, reports, communications, or documents available through the Portal.

Nothing contained in the Portal shall relieve the User of its obligation to conduct its own due diligence, verification, internal approval procedures, legal review, financial assessment, procurement evaluation, compliance review, or other investigations that may reasonably be required under applicable law or the User's own internal policies.

NO FIDUCIARY, AGENCY, OR SPECIAL RELATIONSHIP

Nothing contained in these Terms, the Portal, or any transaction facilitated through the Portal shall be construed as creating any partnership, joint venture, agency, employment relationship, brokerage, fiduciary relationship, trustee relationship, representative capacity, procurement agency, consultancy, advisory engagement, franchise, or other special legal relationship between REDTECH, SAVVYCORE, and any User.

REDTECH and SAVVYCORE act solely as independent providers of software-as-a-service (SaaS), technology infrastructure, implementation services, and related support services. Neither REDTECH nor SAVVYCORE undertakes to protect the commercial interests of any User, negotiate contracts on behalf of any User, supervise procurement activities, administer contractual obligations, manage payments, monitor supplier performance, preserve business opportunities, or otherwise act as an agent or representative of any User.

No User shall rely upon REDTECH or SAVVYCORE as its legal adviser, tax adviser, procurement adviser, accountant, auditor, compliance officer, financial adviser, investment adviser, consultant, broker, escrow agent, trustee, or professional representative.

The User acknowledges that any information, reports, analytics, dashboards, recommendations, alerts, notifications, or automated workflows generated by the Portal are intended solely to facilitate the operation of the software and shall not constitute professional advice, legal opinion, accounting advice, procurement advice, financial advice, tax advice, regulatory guidance, or consulting services.

The relationship between REDTECH and every User shall remain solely that of an independent technology service provider and an independent customer. Each party shall remain solely responsible for its own business decisions, legal obligations, regulatory compliance, contractual commitments, personnel, operations, assets, liabilities, and relationships with third parties.

Nothing contained in these Terms shall impose upon REDTECH or SAVVYCORE any fiduciary duty, duty of loyalty, duty of care beyond that required by applicable law, duty to disclose, duty to investigate, duty to supervise, duty to monitor, or any other implied obligation not expressly assumed under these Terms.

USER DATA BACKUP AND EXPORT RESPONSIBILITY

The User acknowledges that the User bears the primary responsibility for maintaining complete, accurate, secure, and independent copies of all information, records, documents, communications, reports, invoices, supplier information, procurement records, certifications, financial records, contracts, approvals, audit records, and all other User Content uploaded to, generated through, or maintained within the Portal.

Although REDTECH may implement backups, redundancy mechanisms, disaster recovery procedures, cybersecurity safeguards, data replication, business continuity measures, or other operational protections for purposes of maintaining the Portal, such measures are implemented solely for REDTECH's operational requirements and shall not be construed as a records management service, document archival service, permanent storage service, legal records repository, or backup solution for the benefit of any User.

The User shall periodically download, export, archive, and securely maintain independent copies of all information necessary for its business operations, accounting records, procurement activities, legal obligations, regulatory compliance, tax compliance, litigation requirements, and disaster recovery plans.

The User shall not rely upon the Portal as its exclusive repository of business records or as a substitute for the User's own document management, backup, cybersecurity, or records retention systems.

Except where otherwise expressly required by applicable law, REDTECH shall have no obligation to preserve, restore, retrieve, recover, reproduce, reconstruct, or otherwise make available any User Content following the expiration of the applicable transition period, the suspension or termination of the User's Account, the expiration of the applicable Subscription, lawful deletion pursuant to REDTECH's data retention policies, cybersecurity incidents beyond REDTECH's reasonable control, or other circumstances permitted under these Terms.

To the fullest extent permitted by applicable law, REDTECH and SAVVYCORE shall not be liable for any loss of data, corruption of information, deletion of records, interruption of access, inability to retrieve information, or other damages resulting from the User's failure to maintain adequate independent backups of its own information.

RIGHT TO REFUSE OR DISCONTINUE SERVICE

REDTECH reserves the right, in its sole but reasonable discretion and subject to applicable law, to refuse any application for registration, reject any subscription, decline any renewal request, suspend or terminate any User Account, discontinue any service, refuse activation of any feature or integration, or deny access to the Portal whenever REDTECH reasonably determines that such action is necessary to protect the security, integrity, lawful operation, commercial viability, technical stability, reputation, intellectual property, or legitimate business interests of REDTECH, SAVVYCORE, the Portal, or its Users.

Without limiting the foregoing, REDTECH may refuse or discontinue service whenever it reasonably believes that the User has violated these Terms, submitted false or misleading information, uploaded forged or unauthorized documents, engaged in unlawful, fraudulent, abusive, deceptive, malicious, unethical, or improper conduct, failed to satisfy applicable subscription or payment obligations, compromised the security of the Portal, infringed the rights of another person, or otherwise exposed REDTECH, SAVVYCORE, the Portal, or other Users to legal, operational, cybersecurity, financial, or reputational risk.

REDTECH may likewise refuse, suspend, restrict, or discontinue any service where necessary to comply with applicable law, judicial orders, regulatory directives, sanctions, cybersecurity advisories, governmental requests, licensing requirements, technical limitations, third-party provider requirements, or other legal or operational obligations.

Nothing contained in these Terms shall obligate REDTECH to accept every registration, approve every subscription, maintain every User Account indefinitely, renew every subscription, activate every requested feature, or continue providing services where doing so would be unlawful, commercially unreasonable, technically impracticable, operationally unsafe, or materially prejudicial to REDTECH or other Users.

Except where otherwise expressly required by applicable law, REDTECH shall incur no liability arising from the good faith refusal, suspension, restriction, discontinuance, or termination of any service or User Account undertaken pursuant to this Section. Any refund, credit, or reimbursement shall be governed solely by the applicable Subscription terms or mandatory provisions of law.

The exercise by REDTECH of any right under this Section shall not constitute a waiver of any other contractual, statutory, or equitable remedy available to REDTECH under these Terms or applicable law.

RESERVATION OF RIGHTS

Except for the limited license expressly granted under these Terms, all rights, title, interests, powers, remedies, and privileges relating to the Portal are expressly reserved by REDTECH.

REDTECH reserves the unrestricted right, at any time and without liability, to develop, modify, improve, redesign, replace, suspend, discontinue, migrate, consolidate, divide, expand, restrict, or otherwise alter any aspect of the Portal, including its software, infrastructure, architecture, modules, workflows, databases, user interface, dashboards, reports, security features, integrations, application programming interfaces (APIs), subscription plans, pricing, storage allocations, technical specifications, system requirements, support services, documentation, policies, and operational procedures, provided that such actions are undertaken in good faith and in accordance with applicable law.

REDTECH likewise reserves the right to determine the commercial availability, licensing model, implementation methodology, deployment strategy, maintenance schedule, support coverage, service roadmap, and future direction of the Portal without incurring any obligation to continue developing, supporting, or maintaining any particular feature, functionality, module, or service.

Nothing contained in these Terms shall prohibit REDTECH from independently developing, acquiring, licensing, marketing, operating, or commercializing software, technologies, products, services, or business solutions that are similar to or competitive with any business, workflow, process, methodology, or commercial activity of the User, provided that REDTECH does not unlawfully use the User's Confidential Information or User Content in doing so.

No failure, delay, or omission by REDTECH in exercising any right, remedy, power, or privilege under these Terms shall constitute a waiver thereof, nor shall any single or partial exercise preclude the subsequent exercise of the same or any other right, remedy, power, or privilege.

No license, right, authority, ownership interest, or commercial privilege shall be deemed granted by implication, estoppel, prior dealings, trade usage, or otherwise unless expressly provided under these Terms.

CONTRACTUAL LIMITATION PERIOD

To the fullest extent permitted by applicable law, any claim, demand, action, proceeding, or cause of action arising out of or relating to these Terms, the Portal, the User's Account, any Subscription, or any service provided by REDTECH or SAVVYCORE shall be commenced within one (1) year from the date the cause of action first accrued or from the date the claimant knew or, through the exercise of reasonable diligence, should have known of the facts giving rise to such claim, whichever occurs earlier.

Any claim not commenced within the foregoing contractual limitation period shall, to the fullest extent permitted by applicable law, be permanently barred, waived, and forever discharged.

The User acknowledges and agrees that the contractual limitation period provided herein constitutes a reasonable allocation of commercial risk and forms a material part of the consideration under these Terms.

Nothing contained in this Section shall shorten or impair any limitation period that cannot lawfully be modified or waived under the mandatory laws of the Republic of the Philippines, in which case the applicable mandatory statutory limitation period shall prevail.

DUTY TO MITIGATE DAMAGES

The User agrees to take all reasonable, prudent, timely, and commercially appropriate measures to prevent, minimize, mitigate, reduce, or avoid any actual or potential loss, damage, liability, expense, interruption, or other adverse consequence arising out of or relating to the Portal, these Terms, or any alleged breach thereof.

The User shall promptly implement reasonable corrective measures, maintain appropriate internal controls, preserve relevant evidence, secure its own systems, maintain independent backups, and take such other commercially reasonable actions as may be necessary to reduce or avoid further loss.

REDTECH and SAVVYCORE shall not be liable for any loss or damage that could reasonably have been prevented, minimized, or avoided through the exercise of ordinary diligence, commercially reasonable mitigation efforts, or timely action on the part of the User.

Nothing contained in this Section shall require REDTECH or SAVVYCORE to assume responsibility for mitigating losses arising from the User's own acts, omissions, negligence, internal policies, procurement decisions, cybersecurity failures, contractual relationships, regulatory obligations, or business operations.

AMENDMENTS TO THESE TERMS

REDTECH reserves the right, at any time and in its reasonable discretion, to amend, revise, supplement, update, replace, or otherwise modify these Terms whenever such amendment is necessary or desirable to reflect changes in applicable law, judicial decisions, regulatory requirements, industry standards, cybersecurity practices, technological developments, operational requirements, commercial policies, subscription offerings, business practices, or the features and functionality of the Portal.

REDTECH shall provide reasonable notice of any material amendment through the Portal, the User's registered electronic mail address, or such other communication channel as REDTECH may reasonably designate.

Unless a different effective date is expressly stated in the notice, any amendment shall become effective upon the expiration of the notice period specified by REDTECH.

The User's continued access to or use of the Portal after the effective date of any amendment shall constitute the User's full and unconditional acceptance of the amended Terms.

If the User does not agree to any amendment, the User's sole and exclusive remedy shall be to discontinue using the Portal and, where applicable, terminate its Subscription in accordance with these Terms.

No amendment, modification, waiver, exception, or deviation requested by any User shall be valid or binding upon REDTECH unless expressly approved in writing by REDTECH through its duly authorized representative.

The grant by REDTECH of any accommodation, exception, temporary waiver, or commercial concession to one User shall not obligate REDTECH to grant the same or similar accommodation to any other User and shall not constitute a waiver of REDTECH's rights under these Terms.

MISCELLANEOUS PROVISIONS

These Terms constitute the complete, entire, and exclusive agreement between REDTECH and the User concerning the Portal and supersede all prior or contemporaneous negotiations, discussions, proposals, communications, representations, warranties, understandings, agreements, whether oral, written, electronic, or otherwise, relating to the same subject matter.

If any provision of these Terms is declared invalid, illegal, void, or unenforceable by any court or governmental authority of competent jurisdiction, such provision shall be deemed modified only to the minimum extent necessary to render it enforceable while preserving the parties' original intent. If such modification is not possible, the affected provision shall be severed, and the remaining provisions shall continue in full force and effect.

No failure, delay, or omission by REDTECH in exercising any right, remedy, power, privilege, or authority under these Terms shall constitute a waiver thereof, nor shall any single or partial exercise of any right preclude the subsequent exercise of the same or any other right or remedy available under these Terms or applicable law.

REDTECH may assign, transfer, novate, delegate, subcontract, or otherwise dispose of any of its rights or obligations under these Terms to any parent company, subsidiary, affiliate, successor, purchaser, assignee, surviving entity following a merger or consolidation, or any entity acquiring all or substantially all of REDTECH's assets or business, without obtaining the User's prior consent.

The User shall not assign, transfer, delegate, sublicense, novate, pledge, or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of REDTECH. Any purported assignment or transfer made in violation of this provision shall be null and void.

Except as expressly provided herein, nothing contained in these Terms shall be construed as creating any partnership, joint venture, agency, employment relationship, franchise, trust, representative capacity, fiduciary relationship, or other special legal relationship between REDTECH, SAVVYCORE, and any User.

The rights and remedies available to REDTECH under these Terms are cumulative and are in addition to any rights and remedies available under applicable law or equity. The exercise of any particular remedy shall not preclude the exercise of any other remedy.

Section headings are inserted solely for convenience and shall not affect the interpretation of these Terms. Words importing the singular include the plural, and vice versa, whenever the context so requires. References to any gender include every gender. References to any law shall include all amendments, revisions, successor legislation, and implementing regulations thereto.

Nothing contained in these Terms shall confer any right or benefit upon any person or entity that is not a party hereto, except where such right is expressly granted under applicable law.

No oral statement, course of dealing, prior practice, trade usage, email correspondence, proposal, quotation, marketing material, presentation, demonstration, or other communication shall modify or supersede these Terms unless expressly reduced into writing and executed by REDTECH through its duly authorized representative.

The User acknowledges that these Terms constitute a reasonable allocation of commercial risks between sophisticated business parties and that the limitations, exclusions, disclaimers, and remedies contained herein form an essential basis upon which REDTECH has agreed to make the Portal available.

All provisions which by their nature are intended to survive the suspension, expiration, cancellation, or termination of these Terms, including but not limited to provisions relating to payment obligations, intellectual property, confidentiality, data retention, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, reservation of rights, limitation periods, and audit rights, shall survive and remain fully enforceable notwithstanding such suspension or termination.

EFFECTIVITY

These Terms shall take effect immediately upon their publication within the Portal or on such later effective date as may be designated by REDTECH and shall remain in full force and effect until amended, replaced, or withdrawn by REDTECH in accordance with these Terms.

By clicking "I Agree," "Accept," "Register," "Submit," "Continue," "Subscribe," or any similar electronic acceptance mechanism, by creating a User Account, subscribing to any service, accessing the Portal, or otherwise using any feature or functionality of the Portal, the User expressly acknowledges and agrees that the User has carefully read, understood, and voluntarily accepted these Terms and agrees to be legally bound by them.

If the User accepts these Terms on behalf of a corporation, partnership, sole proprietorship, government agency, association, or any other juridical entity, the individual accepting these Terms represents and warrants that he or she possesses full legal authority to bind such entity to these Terms. The User shall be solely responsible for any lack of authority, unauthorized acceptance, or misrepresentation of such authority.

If the User does not agree to these Terms, the User shall immediately discontinue access to and use of the Portal and shall not create an Account, subscribe to any service, or access any feature or functionality of the Portal.

The User's continued access to or use of the Portal following any amendment, renewal, update, upgrade, migration, or continued availability of the Portal shall constitute the User's continuing acceptance of the then-current version of these Terms.

These Terms shall remain binding upon the User throughout the entire period during which the User accesses or uses the Portal and, to the extent permitted by applicable law, thereafter with respect to all provisions that expressly survive or by their nature are intended to survive the suspension, expiration, cancellation, or termination of the User's Account or Subscription.