Platform as a Service (PaaS) Terms of Use

  1. APPLICATION OF THESE TERMS
    1. These Terms apply to your use of the Platform (as that term is defined below). By clicking I agree (or similar) in the course of an online sign-up process, or accessing or using the Platform:
      1. you agree to these Terms; and
      2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
    2. These Terms apply to the exclusion of any standard terms you may have for the purchase of goods or services and any terms included, or incorporated by reference, in any request for quote, purchase order or other correspondence between us.
    3. If you do not agree to these Terms, you are not authorised to access and use the Platform, and you must immediately stop doing so.
  2. CHANGES
    1. We may change the Terms at any time by notifying you of the change by email or by posting a notice within the Platform User Interface. Unless stated otherwise, any change takes effect from the date set out in the notice:
    2. You are responsible for ensuring you are familiar with the latest PaaS Agreement. By continuing to access and use the Platform from the date on which the Terms are changed, you agree to be bound by the changed PaaS Agreement.
    3. These Terms were last updated on 12 May 2021.
  3. INTERPRETATION

    In these Terms:

    Authorised Partner means our authorised resellers, distributors, integration partners and similar.

    Business Hours means 9am to 6pm, Monday to Saturday, Singapore time.

    Chat Channel means a third party messaging or chat service through which a Chatter can interact with a Conversational AI Instance using the Platform Services.

    Chatter means an individual who interacts with a Conversational AI Instance provided using the Platform Services.

    Chatter Terms of Use means a written terms of use or agreement between you and the Chatter governing the Chatter’s use of the Conversational AI Services (which may be by way of a click-through terms of use or similar, provided the terms bind the Chatter).

    Chatter Data means all:

    • Chatter Personal Information; and
    • all other data and information owned, held, used or created by a Chatter that is stored or processed using, or inputted into, the Platform Services.

    Chatter Personal Information means all personal information about a Chatter.

    Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Platform. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Underlying Systems. Your Confidential Information includes the Content.

    Content means all data, content, and information (including personal information) owned, held, used or created by you or your Permitted Users or on your or your Permitted Users’ behalf that is stored or processed using, or inputted into, the Platform, including the content of the Conversational Material, but excluding the Chatter Data.

    Conversational AI Instance means a chatbot or other conversational artificial intelligence instance.

    Conversational AI Services means Conversational AI Instances that utilise the Platform.

    Conversational Material means the written language and conversational direction for a Use Case implemented into a Conversational AI Instance as the framework for directing Chatter engagement through conversations with the Conversational AI Instance.

    Fees means the applicable fees for Paid Services (including any feature of Paid Services that you subsequently subscribe to) set out on our pricing page on the Website at https://www.pbrain.biz/pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 9.7.

    Force Majeure means an event that is beyond the reasonable control of a party, excluding:

    • an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
    • a lack of funds for any reason.

    Free Services means the Platform Services provided to you under a free trial or other non-paying plan (which may include services or functionality made available to you to try at your option at no additional charge which are designated as beta, pilot, limited release, developer preview, non-production, evaluation, or similar), as made available by us to you.

    including and similar words do not imply any limit.

    Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification, or derivative work of the Intellectual Property.

    Minimum Terms means the minimum terms set out in the Schedule, as updated by us from time to time by notice to you.

    Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

    Paid Service means a Platform Service offered under a fees-based plan.

    a party includes that party’s permitted assigns.

    Permitted Users means your personnel and, if you are a company, your Related Companies and your Related Companies’ personnel who are authorised to access and use the Platform User Interface on your behalf in accordance with clause 7.1.

    a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

    personal information means information about an identifiable, living person.

    personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

    Platform means the software platform owned by us (and our licensors) that is used to provide the Services.

    Platform Services means the services having the core functionality described on the Website, as the, Website is updated from time to time, but excluding Support Services.

    Platform User Interface means the user interface areas of the Platform Services that are accessible by you and your Permitted Users using a User ID.

    Related Company means a corporation that is deemed to be related to another as set out in section 6 of the Companies Act (Cap. 50) of Singapore.

    Sales Tax means sales tax, value added tax, goods and services tax, or equivalent tax payable under any applicable law.

    Services means the Platform Services and the Support Services.

    Support Services means non-automated services that are provided by us and/or our Authorised Partners to support and maintain the Platform Services and to assist you in your use of the Platform Services.

    Start Date means the date on which you first access or use the Platform Services.

    Terms means these terms titled PaaS Terms of Use, including any Schedules attached to them.

    Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide the Platform Services, including any third party solutions, systems and networks.

    Use Case means the Conversational AI Instance use cases agreed in writing with us.

    User ID means a unique name and/or password allocated to you or a Permitted User to allow you or that Permitted User to access certain parts of the Platform Services.

    we, us or our means PBrain Pte. Ltd., a company registered in Singapore with unique entity number 201727710N.

    Website means the internet site at https://www.pbrain.biz, or such other site notified to you by us.

    Year means a 12-month period starting on the Start Date or the anniversary of that date.

    you or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

    Words in the singular include the plural and vice versa.

    A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

    A reference to $ or dollars is to United States currency.

  4. SERVICES
    1. We must use reasonable efforts to provide the Platform:
      1. in accordance with these Terms and applicable laws;
      2. exercising reasonable care, skill and diligence; and
      3. using suitably skilled, experienced and qualified personnel.
    2. We may, if agreed with you, provide you with Platform Services for development, testing and/or sandbox purposes. You acknowledge that:
      1. Platform Services provided for development, testing and/or sandbox purposes:
        1. may not comply with the Product Description; and
        2. are provided on an as is basis; and
      2. despite any other provision in these Terms, all liability, conditions, warranties and guarantees relating to any Platform Services provided for development, testing and/or sandbox purposes are excluded by us to the maximum extent permitted by law.
    3. Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.
    4. Subject to clause 4.5, we must use reasonable efforts to ensure the Platform Services are available on a 24/7 basis. However, it is possible that on occasion the Platform Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. Planned outages will occur outside Business Hours only. We must use reasonable efforts to publish through the Platform User Interface or notify you by email in advance of any planned outage.
    5. We may, if agreed with you, make available optional services that enable the Platform Services to be delivered using Chat Channels and/or interoperate with a range of third party service features (Integration Add Ons). We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence:
      1. if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make the relevant Chat Channel or Integration Add On available to you. If we cease the availability of a Chat Channel or Integration Add On:
        1. where we are charging you a fee for that Chat Channel or Integration Add On as a separate item from the Fees for the core Platform Services (Add On Fee):
          • we will cease charging you any portion of the Add On Fee that represents a pass-through of third party costs incurred by us for the use of the third party feature, with effect from the date the third party feature provider ceases charging us that fee; and
          • we will cease charging you any portion of the Add On Fee that is not a pass-through of third party costs, with effect from the date we cease the availability of the Integration Add On; and
        2. no other refund, discount or other compensation shall be payable by us; and
      2. if a third party feature provider changes the terms on which it provides that feature to us, we may change the terms in these Terms as we consider necessary (acting reasonably) to reflect that change in accordance with clause 2.1.
  5. FREE SERVICES Where you or your Permitted Users use Free Services:
    1. the Free Services are provided on an as is basis, and, despite any other provision in these Terms, all liability, conditions, warranties and guarantees in relation to the Free Services are excluded by us to the maximum extent permitted by law;
    2. no Fees are payable for the right to access and use the Free Services;
    3. the right to access and use the Free Services will end at the end of the advertised trial or availability period (if applicable);
    4. either party may terminate your and your Permitted Users’ right to access and use the Free Services at any time by giving notice to the other party;
    5. nothing in these Terms requires:
      1. you, on termination of the Free Services, to subscribe to Paid Services or any other service provided by us; or
      2. us, on termination of the Free Services, to provide you or your Permitted Users with access and use of the Platform or any other service, unless you have subscribed to Paid Services; and
    6. except as set out in this clause 5, these Terms apply to your and your Permitted Users’ access and use of the Free Services.
  6. SUPPORT
    1. Where you require Support Services, you may place a request for Support Services by logging a request for support via email, telephone, or other method as supplied by us, and providing us with all information and access reasonably required to enable us to provide the requested Support Services. Our provision of Support Services will then be carried out in accordance with any other agreement we require you to enter into with us, which may include a services agreement.
    2. Our Support Services do not include the development or provision of new features or functionality (including new Use Cases, Conversational Material or integrations).
    3. Nothing in these Terms requires us to provide Support Services where support is required as a result of:
      1. a breach of these Terms by you or a Permitted User; or
      2. the use of the Platform Services in a manner or for a purpose not reasonably contemplated by these Terms and not otherwise authorised in writing by us.
  7. YOUR OBLIGATIONS
    1. You may authorise any member of your personnel and, if you are a company, any Related Company and any member of your Related Companies’ personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 7.2 and 7.3 and any other reasonable condition notified by us to you.
    2. You and your Permitted Users must:
      1. use the Platform in accordance with these Terms solely for:
        1. in the case of Paid Services, the Use Cases;
        2. your and, if you are a company, your Related Companies’ own business purposes; and
        3. lawful purposes (including complying with any anti-spam laws and regulations); and
      2. except expressly as set out in these Terms, not resell or make available the Services to any third party, or otherwise commercially exploit the Platform.
    3. When accessing the Platform, you and your Permitted Users must:
      1. keep your and their User IDs secure including not disclosing it or permitting any third party to use it, and notify us immediately on becoming aware that any person has unauthorised access or use of your or their User ID;
      2. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
      3. correctly identify the sender of all electronic transmissions;
      4. not attempt to undermine the security or integrity of the Platform or the Underlying Systems;
      5. not use, or misuse, the Platform in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Platform;
      6. not attempt to view, access or copy any material or data other than:
        1. that which you and they are authorised to access; and
        2. to the extent necessary for you and them to use the Platform in accordance with these Terms;
      7. neither use the Platform in a manner, nor transmit, input or store any Content, that breaches any third party right (including Intellectual Property Rights and rights of privacy or publicity) or is Objectionable, incorrect or misleading;
      8. not remove any copyright notice, trade mark or other proprietary indication appearing on or in relation to the Platform; and
      9. not decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of any software from object code except to the extent expressly permitted by applicable law or treaty despite this limitation.
    4. You warrant to us that, prior to making any Conversational AI Services available to a Chatter, you must have ensured that the Chatter has accepted your Chatter Terms of Use. Your Chatter Terms of Use must:
      1. be consistent with these Terms; and
      2. be no less protective of us than the Minimum Terms, provided that any new or amended Minimum Term is to apply only after the receipt of our notice to you of the updated Minimum Terms.
    5. You must have a published privacy policy that:
      1. sets out how you collect, use, hold and process personal information obtained by you through the Chatter’s use of the Conversational AI Services; and
      2. is consistent with these Terms (to the extent relevant to your use of the Conversational AI Services).
    6. Without limiting clause 7.3 and except as set out in clause 7.4, no individual other than a Permitted User may access or use the Platform User Interface.
    7. A breach of any of these Terms by any of your Related Companies or your or your Related Companies’ personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.
    8. You are responsible for ensuring you have:
      1. all equipment, facilities and services (including internet access) required to enable you to access and use the Platform; and
      2. all licenses, authorisations and consents required for you, your Permitted Users and your Chatters to use the Platform, including to use, store and input Content and Chatter Data into, and process and distribute Content and Chatter Data through, the Platform.
  8. CONTENT AND CHATTER DATA
    1. You acknowledge that we (including our personnel) may collect, use, hold and process:
      1. Content and Chatter Data to perform our obligations and exercise our rights under these Terms;
      2. Content and Chatter Data to build and improve the natural language models and algorithms contained within the Platform through the use of machine learning processes, including that:
        1. through the use of machine learning techniques, conversational material from Content and Chatter Data may be incorporated into the natural language models and algorithms that are used by the Platform to understand and generate natural language;
        2. such models and algorithms may:
        • be used within the Platform;
        • be further improved through the use of machine learning processes; and
        • produce conversational material the same as, or similar to, conversational material from Content and Chatter Data;
      3. Chatter Data:
        1. on an aggregate and anonymous basis, for our internal research, analytical and product development purposes, and to conduct statistical analysis and identify trends and insights, including publishing anonymised results and supplying anonymised results to third parties; and
        2. as expressly approved by the relevant Chatter.
    2. You acknowledge that Chatters may provide personal information to the Conversational AI Services where they have not been requested to do so and it would not be reasonably expected that they would do so. We will not be liable to you, or held to be in breach of these Terms, for any failure to anonymise or delete Chatter Data that is Chatter Personal Information if we were not aware, and would not reasonably be expected to be aware, that the Chatter Data was Chatter Personal Information.
    3. We will not be required to delete Content or Chatter Personal Information contained in archived computer system backups made in accordance with our standard security and/or disaster recovery procedures.
    4. We collect, hold and process Chatter Personal Information through the Platform in accordance with our privacy policy and the Singapore Personal Data Protection Act 2012. You must arrange all consents and approvals (including, in respect of any Chatter Personal Information, all necessary consents from the relevant individual) that are necessary for us to collect, use, hold and process the Content and Chatter Data as described in clauses 8.1a and 8.1ci.
    5. While we will take standard industry measures to back up all Content and Chatter Data stored using the Platform, you agree to keep a separate back-up copy of all Content and Chatter Data that is uploaded by you onto the Platform.
    6. You agree that we may store and access Content and Chatter Data provided to us for testing purposes (including any personal information included in that Content and Chatter Data) in non-production environments in secure servers in Singapore and China. You agree that we may store and access Chatter Personal Information in secure servers in Singapore and China only, unless otherwise agreed in writing.
    7. You agree that we may delete, edit or remove Content and Chatter Data and other personal information if we consider (acting reasonably) that we are required to do so to comply with applicable law.
  9. FEES
    1. You must pay us the Fees:
      1. unless otherwise agreed, in advance of the subscription period to which the Fees relate (as applicable) (except for Support Services provided under clause 6, which are payable on the terms stated in any supplemental services agreement or other agreement relating to the Support Services which we require you to enter into with us); and
      2. electronically in cleared funds without any set-off or deduction.
    2. Fees for Platform Services may be based on the size of the Conversational AI Instances and conversational material that you are using from time to time and Platform Services may be subject to usage limits (e.g. concurrent sessions, monthly messages), as agreed with us.
    3. The Fees exclude Sales Tax, which you must pay on taxable supplies.
    4. Unless otherwise agreed, we will invoice you for the Fees [monthly] in advance (except for Support Services provided under clause 6, which will be invoiced monthly in arrears).
    5. You may withhold payment of an invoice or part of an invoice that you dispute in good faith. You must notify us of the dispute within 14 days of receipt of the invoice and pay any undisputed portion of the disputed invoice in accordance with clause 9.1. Any disputed invoice must be dealt with in accordance with the process set out in clause 16.
    6. We may charge interest on overdue amounts. Before charging interest, we will give you notice of the overdue amount. If you do not pay the overdue amount within 10 days of our notice, interest will be calculated from the 10th day after the date of the notice to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
    7. We may increase the Fees by giving at least 30 days’ notice, provided that any Fees increase will not take effect until the expiry of the initial term set out in clause 15.1a or as otherwise agreed with us. If you do not wish to pay the increased Fees, you may terminate these Terms on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms in accordance with this clause, you are deemed to have accepted the increased Fees.
  10. INTELLECTUAL PROPERTY
    1. Subject to clauses 10.2 and 10.3, title to, and all Intellectual Property Rights in, the Services, the Platform, and all Underlying Systems is and remains our property (and the property of our licensors). You must not dispute that ownership.
    2. Title to, and all Intellectual Property Rights in, the Content remains your property (or, where applicable, the property of your licensors). You grant us a worldwide, non-exclusive, fully paid up, non-transferable (except as set out in clause 17.11), irrevocable license to use, store, copy, modify, make available and communicate, and to allow our third party service providers that provide, host or maintain the Underlying Systems to use, store, copy, modify, make available and communicate, the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
    3. Title to, and all Intellectual Property Rights in, the Chatter Data (as between the parties) remains the property of the Chatter. You must ensure that the Chatter grants us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Chatter Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
    4. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services and the Platform.
    5. If you provide us with ideas, comments or suggestions relating to the Services, the Platform, or Underlying Systems (together feedback):
      1. all Intellectual Property Rights in anything we create as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
      2. we may use or disclose the feedback for any purpose.
    6. You acknowledge that the Platform may link to third party websites or feeds that are connected or relevant to the Platform. Any link from the Platform does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
  11. INDEMNITIES
    1. We indemnify you from and against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of the Platform in accordance with these Terms constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to you:
      1. promptly notifying us in writing of any IP Claim;
      2. making no admission of liability and not otherwise prejudicing or settling the IP Claim, without our prior written consent; and
      3. giving us complete authority and information required for us to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for our account.
    2. The indemnity in clause 11.1 does not apply to the extent that an IP Claim arises from or in connection with:
      1. a breach of these Terms by you or a Permitted User;
      2. the use of the Platform in a manner or for a purpose not reasonably contemplated by these Terms and not otherwise authorised in writing by us;
      3. any Content or Chatter Data; or
      4. the combination or use of the Platform with any other device, service, software or system not provided by us if such infringement would not have arisen but for that combination or use.
    3. If at any time an IP Claim is made, or in our reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, we may (at our option):
      1. obtain for you the right to continue using the items that are the subject of the IP Claim;
      2. modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing; or
      3. if we cannot achieve the remedies in clauses 11.3a and 11.3b using commercially reasonable efforts, terminate these Terms.
    4. You indemnify us harmless against any liability, claim, proceeding, cost, expense (including the reasonable actual legal fees charged by our attorneys) and loss of any kind suffered or incurred by us arising from:
      1. any actual or alleged claim by a third party that any Content or Chatter Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content or Chatter Data is Objectionable, incorrect or misleading;
      2. any warranty, representation or indemnity given by you to a Chatter or relating to the Platform which is inconsistent with the terms of these Terms or the Minimum Terms; or
      3. any breach of the warranty in clause 7.4.
  12. CONFIDENTIALITY
      Each party must, unless it has the prior written consent of the other party:
      1. keep confidential at all times the Confidential Information of the other party;
      2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
      3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 12.1a and 12.1b.
    1. The obligation of confidentiality in clause 12.1 does not apply to any disclosure or use of Confidential Information:
      1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
      2. required by law (including under the rules of any stock exchange);
      3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
      4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
      5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than clause 12.1.
    2. We may use your name and logo on our marketing website(s) and in any other marketing or publicity material for the purpose of identifying that you are or have been our customer. Any such usage must be in accordance with any usage and marketing guidelines provided by you from time to time and must not be Objectionable or otherwise commercially harmful to you.
  13. WARRANTIES
    1. Each party warrants that it has full power and authority to enter into, and perform its obligations, under these Terms.
    2. To the maximum extent permitted by law:
      1. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded; and
      2. except as set out in these Terms, we make no representation concerning the quality of the Platform and do not promise that the Platform (including information generated through your use of the Platform) will:
        1. meet your requirements or be suitable for a particular purpose, including that the use of the Platform will fulfil or meet any statutory role or responsibility you may have; or
        2. be secure, free of viruses or other harmful code, uninterrupted or error free.
    3. You agree and represent that you are using the Platform, and accepting these Terms, for the purpose of a business and that no consumer protection legislation applies to the supply of the Services or provision of access to the Platform to you or these Terms.
    4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
      1. supplying the Services again; and/or
      2. subject to clause 14.1, paying the costs of having the Services supplied again.
  14. LIABILITY
    1. Each party’s maximum aggregate liability under or in connection with these Terms or relating to the Platform and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed an amount equal to the Fees paid by you relating to the Platform and the Services in the 3 month period prior to the date of the first event giving rise to liability.
    2. Neither party is liable to the other under or in connection with these Terms or the Platform for any:
      1. loss of profit, revenue, savings, business, use, data (including Content and Chatter Data), and/or goodwill; or
      2. consequential, indirect, incidental or special damage or loss of any kind.
    3. We are not liable to you under or in connection with these Terms for:
      1. any loss, liability or damage incurred by you under any provision (including an indemnity) in your Chatter Terms of Use or in connection with any other warranty, representation or indemnity given by you to a Chatter which is inconsistent with the terms of these Terms or the Minimum Terms; or
      2. if any undisputed Fees have not been paid.
    4. Clauses 14.1 and 14.2 do not apply to exclude or limit our liability:
      1. under the indemnity in clause 11.1;
      2. for breach of Intellectual Property Rights;
      3. under or in connection with these Terms for:
        1. personal injury or death;
        2. fraud, wilful or unlawful misconduct; or
        3. breach of clause 12; or
      4. that cannot be excluded or limited at law.
    5. Clause 14.2 does not apply to limit your liability:
      1. to pay the Fees;
      2. under the indemnities in clause 11.4; or
      3. for breach of Intellectual Property Rights;
      4. for those matters stated in clause 14.4c.
    6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
    7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Platform.
  15. TERM, TERMINATION AND SUSPENSION
    1. Unless terminated earlier in accordance with these Terms and unless otherwise agreed with us, these Terms:
        starts on the Start Date; and
      1. continues until a party gives 30 days’ notice that these Terms and your access to and use of the Platform will terminate on the expiry of that notice.
      2. Subject to clause 9.7, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 15.1 will be the expiry of that initial term.
    2. Either party may, by notice to the other party, immediately terminate these Terms and your access to and use of the Platform if the other party:
      1. breaches any material provision of these Terms and the breach is not:
        1. remedied within 30 days of the receipt of a notice from the first Party requiring it to remedy the breach; or
        2. capable of being remedied; or
      2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
    3. You may terminate these Terms and your access to and use of the Platform in accordance with clause 15.2.
    4. In addition to our other rights of termination, either party may terminate these Terms and your access to and use of the Platform immediately on notice if required to enable that party to comply with any change to applicable laws or regulations.
    5. Termination of these Terms and your access to and use of the Platform does not affect either party’s rights and obligations that accrued before that termination.
    6. On termination of these Terms and your access to and use of the Platform:
      1. you must pay all Fees for the Services provided to you and your use of the Platform prior to that termination; and
      2. by you under clause 15.2, we will refund prepaid Fees to the extent those Fees relate to any period after termination.
    7. No compensation is payable by us to you as a result of termination of these Terms and your access to and use of the Platform for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid except as set out in clause 15.6 or as required by law.
    8. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms and your access to and use of the Platform, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
    9. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Platform and/or delete, edit or remove the relevant Content or Chatter Data if we consider (acting reasonably) that:
      1. you or any of your personnel have:
        1. undermined, or attempted to undermine, the security or integrity of the Platform or any Underlying Systems;
        2. used, or attempted to use, the Platform:
          • for improper purposes; or
          • in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Platform;
        3. transmitted, inputted or stored any Content or Chatter Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and rights of privacy or publicity), or that is or may be Objectionable, incorrect or misleading; or
        4. otherwise materially breached these Terms; and
      2. an immediate restriction, suspension, deletion, edit or removal is required in order to protect the security or integrity of the Platform or any Underlying Systems or to comply with applicable law; or
      3. any such matter is not remedied within 10 days of the receipt of a notice from us requiring you to remedy the matter.
  16. DISPUTES
    1. Both parties must use their best efforts to resolve any dispute that may arise under, or in connection with, the Agreement through good faith negotiations.
    2. Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
    3. This clause 16 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
  17. GENERAL
    1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
    2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
    3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
    4. Subject to clause 8.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
    5. If we need to contact you, we may do so by email or by posting a notice within the Platform User Interface. You agree that this satisfies all legal requirements in relation to written communications.
    6. These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of Singapore. Each party submits to the non-exclusive jurisdiction of the Courts of Singapore in relation to any dispute connected with these Terms or the Service.
    7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 8.1, 10, 11, 12, 13, 14, and 15.5 to 15.8 and16, continue in force.
    8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you and us.
    9. Except as expressly set out otherwise in these Terms, any variation to these Terms must be in writing and signed by both parties.
    10. These Terms sets out everything agreed by the parties relating to the Platform, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Platform that is not expressly set out in these Terms, and no such representation, warranty or agreement made prior to the Start Date has any effect.
    11. Neither party may assign, novate, subcontract or transfer any right or obligation under these Terms other than to a Related Company without the other party’s prior written consent, that consent not be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

SCHEDULE 1

Minimum Terms
  1. Subject to paragraph 2 of these Minimum Terms, we (and our licensors) own all Intellectual Property Rights in the Platform and Platform Services.
  2. The Chatter owns all Intellectual Property Rights in the Chatter Data.
  3. The Chatter must use the Platform for lawful personal or internal business purposes only and must not copy, reproduce, reverse-engineer, decompile, disassemble, resell, distribute or modify the Platform or Platform Services without our written consent except to the extent expressly permitted by law.
  4. The Chatter Terms of Use must include a copy of the privacy policy referred to in clause 7.5 of these Terms or provide the Chatter with a means of accessing that privacy policy (e.g. a web link to that policy).
  5. The Chatter Terms of Use must obtain all necessary consents, approvals and licences (including, in respect of any personal information, all necessary consents from the relevant individual) that are necessary for us to collect, use, hold and process Chatter Data in accordance with these Terms.
  6. Subject to paragraph 8 of these Minimum Terms, the Chatter Terms of Use must include exclusions of our warranties that are no less protective of us than the warranty exclusions set out in clause 13.2 of these Terms.
  7. Subject to paragraph 8 of these Minimum Terms, the Chatter Terms of Use must include limitations of our liability that are no less protective of us than the limitations on liability set out in clause 14 of the Agreement.
  8. The Chatter Terms of Use must not exclude or limit any guarantee, warranty or liability that cannot be excluded or limited at law.
  9. The Chatter Terms of Use is to provide that all of the above terms are for the benefit of, and are enforceable by, us against the Chatter.
To avoid doubt, there is no requirement for the Chatter Terms of Use to refer to us by name – a reference to your supplier will suffice.
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