Terms of Service

Last Updated 3 June 2022

PLEASE READ THESE TERMS OF SERVICE (these "TERMS") CAREFULLY.

Our Terms of Service is a contract between you and us, Quilt AI Pte. Ltd., that governs your use of the CREATE software ("CREATE") licensed to you on a limited, non-exclusive, non-transferable and revocable basis.

INTERPRETATION

Definitions

Analytical Data: has the meaning ascribed to it in Clause 5.2(a)(i).

Approved Idea(s): advertising copy and/or visual concept(s) generated through the use of CREATE by you that has been exported from the CREATE dashboard by you or approved by you.

Confidential Information: any information which is proprietary to the disclosing party that is not public knowledge and that is obtained from the disclosing party in the course of, or in connection with, these Terms and/or the Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including information that relates to CREATE.

CREATE: the software owned by us (and our licensors) that is used to provide the SaaS Service.

Data: all data, images, content, and information (including Personal Data) owned, held, used or created by or on behalf of you that is stored using or keyed into CREATE, including Ideas.

Exchanged Data: has the meaning ascribed to it in Clause 7.5.

Feedback: has the meaning ascribed to it in Clause 7.3.

Fees: the applicable fees agreed between you and us in a Software Subscription Agreement or otherwise in writing (such as the subscription tier or plan on our pricing page on our Website that you selected), as may be updated from time to time in accordance with Clause 6.4.

Force Majeure: an event that is beyond the reasonable control of a party, and without any fault or negligence, 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.

Idea(s): advertising copy and/or visual concept(s) generated through your use of CREATE, and includes the Approved Idea(s).

Intellectual Property Rights: includes copyright and all rights existing 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.

month: a time period starting on one day in a calendar month and ending on the day immediately preceding the numerically corresponding day in the next calendar month, except that if there is no numerically corresponding day in that next month, it shall end on the last day of that next month.

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

Permitted Users: your personnel who are authorized to access and use the Services on your behalf in accordance with Clause 4.3.

Personal Data: has the meaning given in the Personal Data Protection Act 2012 (Singapore).

Pooled Data: has the meaning ascribed to it in Clause 7.5.

Privacy Policy: our privacy policy (including any incorporated terms) applicable to the Services, as updated from time to time.

Proprietary AI: our proprietary artificial intelligence systems used to build CREATE, including any output generated as a result of being trained with the Data.

Related Services: any related or further service that we agree to provide to you under a Software Subscription Agreement.

SaaS Service: the subscription service as it relates to CREATE, which enables users to generate advertising copy and visuals. The SaaS Service is described in more detail on the Website, as the Website is updated from time to time.

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

Services: the SaaS Service and any additional Related Service agreed between you and us under a Software Subscription Agreement.

Software Subscription Agreement: an agreement (whether titled a Software Subscription Agreement or a Master Services and License Agreement or otherwise) between you and us setting out additional terms and conditions in relation to the SaaS Service, to be read in conjunction with these Terms.

Start Date: the date that you set up an account.

Terms: these terms titled terms of service or terms of use.

Third Party Materials: has the meaning ascribed to it in Clause 7.4.

Underlying Systems: the Proprietary AI, CREATE, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

We, us, or our: Quilt AI Pte. Ltd.

Website: the internet site(s) at www.quilt.ai, www.quiltcreate.com, and/or such other site notified to you by us (as the context requires).

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

You or your: you, or if Clause 2.1(b) applies, both you and the other person on whose behalf you are acting.

Interpretation

In these Terms:

  1. clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;

  2. words in the singular include the plural and vice versa;

  3. a reference to:

    1. a "party" to these Terms includes that party's permitted assigns;
    2. personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us;
    3. 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;
    4. "day" or "days" means calendar days unless otherwise stated;
    5. including and similar words do not imply any limit; and
    6. $ and dollars is a reference to United States Dollars (USD) currency; and
  4. 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.

APPLICATION OF TERMS

2.1 These Terms apply to your use of the Service. By setting up an account:

  1. you agree to these Terms and the Privacy Policy; and
  2. where your access and use are on behalf of another person (e.g. a company), you confirm that you are authorized 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.

2.2 If you do not agree to these Terms, you are not authorized to use the Service, and you must immediately stop doing so.

2.3 We may change these Terms at any time at our sole discretion by notifying you of the change by email or posting a notice or posting the changed Terms on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice or the changed Terms. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which these Terms are changed, you agree to be bound by the changed Terms.

2.4 These Terms were last updated on the date shown at the top of this web page.

SERVICES

General

We must use commercially reasonable efforts to provide the Services:

  1. in accordance with these Terms and Singapore law;
  2. exercising reasonable care, skill and diligence; and
  3. using suitably skilled, experienced and qualified personnel.
Non-exclusive

Our provision of the Services to you is not exclusive. Nothing in these Terms prevents us from providing the Services to any other person, company or entity.

Availability
  1. Subject to Clause 3.3(b), we will use commercially reasonable efforts to ensure the SaaS Service is available at all times. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use commercially reasonable efforts to publish on the Website advance details of any unavailability.
  2. Through the use of web services and APIs, the SaaS Service may interoperate with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, 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 available that feature to you. For the avoidance of doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
Additional Related Services
  1. We may, from time to time, make available additional services to supplement the SaaS Service.
  2. At your request and subject to you paying the applicable Fees (and any additional fee set out in a Software Subscription Agreement), we may agree to provide to you an additional Related Service in accordance with these Terms and as set out in a Software Subscription Agreement.

YOUR OBLIGATIONS

General use

You and your personnel must:

  1. use the Services in accordance with these Terms, applicable laws and if applicable, any Software Subscription Agreement, solely for:

    1. your own internal business purposes; and
    2. lawful purposes;
  2. agree to and abide by the fair usage of the Services, as determined at our sole discretion. In respect of the SaaS Service, fair usage is primarily governed based on the limits defined in your subscription tier or plan. If your subscription tier or plan does not specify a limit on the number of Ideas that may be generated per month, the monthly aggregate fair usage limit will be two hundred thousand (200,000) Ideas;

  3. not use the Services if you are an individual under the age of eighteen (18) or if you are unable to form a binding contract with us;

  4. not resell or make available the Services to any third party, or otherwise commercially exploit the Services;

  5. not avoid the Fees by copying or taking screenshots of the Ideas;

  6. not copy, decompile, reverse engineer, disassemble, derive the source code or any underlying component of, decrypt, modify, or create derivative works of, CREATE or any Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with CREATE) or create any software that functions substantially the same as CREATE or the Services or any part thereof. You and your personnel further agree not to remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within CREATE;

  7. not use web scraping, web harvesting or other web extraction methods to extract any data from the Services and/or the Underlying Systems; and

  8. not attempt to do any of the prohibited acts in sub-Clauses (c) to (g) above.

Access conditions

When accessing the SaaS Service, you and your personnel must:

  1. not impersonate another person or misrepresent authorization to act on behalf of others or us;

  2. correctly identify the sender of all electronic transmissions;

  3. not undermine the security or integrity of the Underlying Systems, or avoid, bypass, tamper with or otherwise circumvent any technological, security and/or authentication measure implemented by us within the Services, or use the Services in connection with any spyware, malware, virus, trojan horse or other malicious or harmful code;

  4. not use, or misuse, the SaaS Service in any way which may impair or interfere with the functionality of the Underlying Systems, or impair or interfere with the ability of any other user to use the SaaS Service;

  5. not view, access or copy any material or data other than:

    1. that which you are authorized to access; and
    2. to the extent necessary for you and your personnel to use the SaaS Service in accordance with these Terms;
  6. neither use the SaaS Service in a manner, nor collect, transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading;

  7. comply with any terms of service on the Website, as updated from time to time by us and if applicable, any Software Subscription Agreement;

  8. not use the SaaS service for any political purpose, any unlawful purposes and/or any purpose other than to generate Approved Ideas for use for brand advertising on social media posts, such as posts on Facebook, Twitter and Instagram, or for marketing purposes; and

  9. not attempt to do any of the prohibited acts in sub-Clauses (a), (c) to (f) and (h) above.

Personnel
  1. Without limiting the effects of Clause 4.2, no individual other than a Permitted User may access or use the SaaS Service.
  2. You may authorize any member of your personnel to be a Permitted User, in which case you will provide us with the Permitted User's name and other information that we reasonably require in relation to the Permitted User.
  3. You must procure each Permitted User's compliance with Clauses 4.1 and 4.2 and any other reasonable condition notified by us to you.
  4. A breach of these Terms by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.
Authorizations

You are solely responsible for (i) the Data; and (ii) procuring all licenses, authorizations and consents required for you and your personnel to use the Services, including to use, store and input the Data into, and process and distribute the Data through, the Services.

DATA

Access to Data
  1. You acknowledge that (and give your consent to the following):

    1. we may require access to the Data to exercise our rights and perform our obligations under these Terms, including to train the Proprietary AI; and
    2. to the extent that this is necessary but subject to Clause 8, we may authorize a member or members of our personnel to access the Data for this purpose.
  2. You must ensure that you have procured all consents and approvals that are necessary for us to access the Data as described in Clause 5.1.

Analytical Data

You acknowledge and agree that:

  1. We may:

    1. use Data and information about your and your end users' use of the Services to generate anonymized and aggregated statistical and analytical data ("Analytical Data"); and
    2. use Analytical Data for our internal research and product development purposes, to conduct statistical analysis and identify trends and insights;
  2. our rights under Clause 5.2(a) above will survive termination of these Terms; and

  3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

Agent
  1. You acknowledge and agree that to the extent Data contains Personal Data, in collecting, holding and processing that information through the Services, we are acting as your agent for the purposes of applicable privacy law.
  2. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
Backup of Data

While we will implement standard industry measures to back up all Data stored using the Services, you agree to keep a separate back-up copy of all Data uploaded by you onto the SaaS Service.

Indemnity

You have been duly made aware that any Ideas generated by the Proprietary AI and CREATE are used by you at your own discretion and risk on an as-is basis, and you agree that we are not to be held liable in any way for any actual or alleged resemblance between any Idea or Approved Idea and any third party materials or rights. You agree that you are solely and exclusively liable with respect to any actual or alleged claim by a third party that any Data (including any Approved Idea) infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data (including any Approved Idea) is Objectionable, incorrect or misleading, and you hereby indemnify and hold harmless us and our members, directors, officers, employees and agents from and against any and all liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising therefrom and/or in any way connected with (i) your negligence, gross negligence or intentional tortious acts or commissions or omissions; (ii) your access to or use of the Services; (iii) your violation of these Terms; and/or (iv) your actual or alleged infringement, misappropriation, or violation of our or any third party's rights (including Intellectual Property Rights or proprietary rights).

FEES AND SUBSCRIPTIONS

Fees

In consideration of the SaaS Service and use of CREATE, you must pay us the Fees and you expressly authorize us (or our third-party payment processor) to charge you such Fees. You agree to the pricing, payment and billing policies applicable to such Fees herein, as posted or otherwise communicated to you.

Invoicing and payment

By electing to set up a subscription, you acknowledge that your subscription has recurring payment features and you accept full responsibility for all recurring payment obligations prior to your cancellation of the subscription or termination of these Terms by us.

  1. On the Start Date, an auto-generated invoice for the Fees for the first month will be sent to your registered email address. Thereafter, we will automatically charge you the Fees monthly in advance and you will receive auto-generated monthly invoices for the Fees, unless and until you notify us to cancel your subscription in accordance with Clause 11.1(b). Such Fees shall be automatically charged on the relevant date.

  2. If during any month your usage exceeds your subscription tier or plan (if applicable), you will automatically be charged on a per unit basis as set out on our pricing page on our Website or your access to and use of the SaaS Service will be restricted or suspended till the start of the next billing cycle. The subsequent invoice will reflect any necessary adjustment to the Fees.

  3. [reserved]

  4. The Fees exclude Sales Tax, which you must pay on taxable supplies under these Terms.

  5. You must pay the Fees:

    1. by credit card on your subscription renewal; or
    2. within thirty (30) days of invoice if we offer you the option of paying the Fees by electronic bank transfer,

    in cleared funds without any set off or deduction.

  6. You represent and warrant that you have the legal right to use the payment method(s) represented by the payment information you provided (such as the credit card number, expiration date of the credit card, and the email and postal address for billing purposes), and authorize us to provide such payment information to our third-party payment processor.

  7. All payments are non-refundable and non-transferable except as expressly provided in these Terms. All Fees and applicable taxes, if any, are payable in United States Dollars (USD) currency.

Overdue amounts

We may charge interest on overdue amounts. Interest will be calculated from the due date 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 two percent (2%) per annum.

Fee increases

We may change or increase the Fees at any time. If we have entered into a Software Subscription Agreement with you stipulating the fees over a period of time, then that Software Subscription Agreement will prevail.

INTELLECTUAL PROPERTY

Ownership
  1. Subject to Clauses 7.1(b) and 7.1(c), title to, and all Intellectual Property Rights in, the Services, the Website and all Underlying Systems (including the Proprietary AI and CREATE, and including any improvements modifications, customizations and enhancements to those Intellectual Property Rights), is and remains our property (or our licensors' property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

  2. Title to, and all Intellectual Property Rights in, the Data (as between the parties), excluding the Ideas which shall be subject to Clause 7.1(c) instead and any Data owned by a third party, remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, royalty-free, irrevocable and perpetual license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms, as well as for the purpose of training the Proprietary AI in order to improve its performance.

  3. Title to the Ideas (as between the parties), excluding any Ideas or part thereof owned by a third party, becomes your property on payment of the Fees for the Ideas in accordance with these Terms. However, you grant us a worldwide, non-exclusive, fully paid up, transferable, royalty-free, irrevocable and perpetual license to use, store, copy, modify, make available and communicate the Ideas for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms, as well as for the purpose of training the Proprietary AI in order to improve its performance.

    As such, while you may remove any Ideas from your CREATE account by specifically deleting it, such Ideas may not be removed completely and copies of such Ideas may continue to exist on the SaaS Service or the Underlying Systems. To the maximum extent permitted by law, we shall not be responsible or liable for the removal or deletion of (or the failure to remove or delete) any of such Ideas.

Know-how

To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license 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.

Feedback

If you provide us with ideas, comments or suggestions relating to the Services or Underlying Systems (collectively, "Feedback"):

  1. all Intellectual Property Rights in that Feedback, and anything created 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 without any restriction or compensation to you.
Third party sites and material

You acknowledge that the SaaS Service may link, provide or need access to, or display, include or make available content, data, information, applications, links to and/or materials (collectively, "Third Party Materials") from, third party websites or feeds that interoperate with or are connected or relevant to the SaaS Service, and you expressly consent to such use to the extent necessary to complete the necessary functions of CREATE. Any link, access, display and/or inclusion from the SaaS Service are provided solely as a convenience to you, and does not imply our endorsement, approval or recommendation of, or responsibility for, those websites or feeds, their operators or the Third Party Materials. You acknowledge and agree that we are not responsible for examining, ensuring or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of the websites or feeds or the Third Party Materials. To the maximum extent permitted by law, we exclude all responsibility and liability for those websites or feeds, their operators or the Third Party Materials.

Data exchange

We may use anonymized and aggregated data and information generated by the Approved Idea's performance as advertisements (the "Pooled Data") for the purpose of improving CREATE, Proprietary AI and the Services, and to enable us to enhance the Proprietary AI's accuracy and your user experience. We may integrate that Pooled Data with other user's Pooled Data for this purpose (the "Exchanged Data"). If you do not want the Pooled Data to be used for this purpose in conjunction with the Exchanged Data, you may opt at any time by emailing us at the contact information below.

CONFIDENTIALITY

Security

Title to, and ownership of, Confidential Information including any and all Intellectual Property Rights relating thereto shall remain with the disclosing party (or its licensors). 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 unauthorized 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, the provisions of Clauses 8.1(a) and 8.1(b).
Permitted disclosure

The obligation of confidentiality in Clause 8.1 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 or in connection with the Services;
  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, or as part of the due diligence by a third party who intends to invest in our business, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this Clause 8.
Publicity

Despite Clauses 8.1 and 8.2, each party can use the other party's brand name for publicity purposes (subject to that party's prior written consent, not to be unreasonably withheld or delayed).

WARRANTIES

Mutual warranties

Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.

No implied warranties

To the maximum extent permitted by law:

  1. our warranties are limited to those set out in these Terms, and all other conditions, guarantees, representations or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to ten percent (10%) of the Fees paid by you. The cap in this Clause 9.2(a) is subject to and not in addition to the cap set out in Clause 10.1; and

  2. we make no warranty or representation that the Services will:

    1. meet your requirements or be suitable for a particular purpose; or
    2. be secure, free of viruses or other harmful code, uninterrupted or error free.
Consumer Protection

You agree and represent that you are acquiring the Services, and accepting these Terms, for the purposes of trade. The parties agree that:

  1. to the maximum extent permissible by law, any applicable consumer protection legislation does not apply to the supply of the Services or these Terms; and
  2. it is fair and reasonable that the parties are bound by this Clause 9.3.
Limitation of remedies

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. paying the costs of having the Services supplied again.

LIABILITY

Maximum liability

IN ANY EVENT, OUR MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR RELATING TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT IN ANY YEAR EXCEED AN AMOUNT EQUAL TO TEN PERCENT (10%) OF THE TOTAL FEES PAID BY YOU RELATING TO THE SERVICES IN THE PRECEDING YEAR (WHICH IN THE FIRST YEAR IS DEEMED TO BE TEN PERCENT (10%) OF THE TOTAL FEES PAID BY YOU FROM THE START DATE TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY). THE CAP IN THIS CLAUSE 10.1 INCLUDES THE CAP SET OUT IN CLAUSE 9.2(A). FOR CLARITY, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, OUR MAXIMUM AGGREGATE LIABILITY WILL NOT EXCEED ZERO DOLLARS.

Unrecoverable loss

Under no circumstances will we be liable to you under or in connection with these Terms or the Services for any:

  1. loss of profit, revenue, savings, business, use and/or goodwill;
  2. loss of, damage to, or corruption of data (including any Data); or
  3. consequential, indirect, exemplary, incidental, punitive or special damages or loss of any kind.
Unlimited liability
  1. Clauses 10.1 and 10.2 do not apply to limit our liability under or in connection with these Terms for:

    1. personal injury or death; or
    2. fraud or willful misconduct.
  2. Clause 10.2 does not apply to limit your liability:

    1. to pay the Fees or any other amount payable under these Terms;
    2. for a breach of Clause 4 and/or Clause 8;
    3. under the indemnity in Clause 5.5; or
    4. for those matters stated in Clause 10.3(a).
No liability for other's failure

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.

Mitigation

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.

TERM, TERMINATION AND SUSPENSION

Duration

Unless terminated under this Clause 11, these Terms and your right to access the SaaS Service starts on the Start Date and continues until:

  1. we give at least thirty (30) days' notice that these Terms and your access to and use of the SaaS Service will terminate on the expiry of that notice; or
  2. you terminate these Terms by giving notice via the SaaS Service to cancel your subscription, in which case your access to and use of the SaaS Service will terminate at the expiry of your then-current subscription term.
Termination rights

Either party may, by notice to the other party, immediately terminate these Terms if the other party:

  1. breaches any material provision of these Terms and the breach is not:

    1. remedied within ten (10) days of the receipt of a notice from the first party requiring it to remedy the breach; or
    2. capable of being remedied;
  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; or

  3. is unable to perform a material obligation under these Terms for thirty (30) days or more due to Force Majeure.

Our termination rights

Notwithstanding Clauses 11.1 and 11.2 above, we may, by notice to you, immediately terminate these Terms if you (in our opinion, acting reasonably), fraudulently or willfully misuse the SaaS Service or the Ideas, including:

  1. generating excessive amounts of Ideas, but minimal Approved Ideas;
  2. breaching any of your obligations under Clause 4.1(f);
  3. attempting to create a duplicate service or database of Ideas; and/or
  4. scraping, harvesting, data mining or using similar data extraction methods.
Consequences of termination
  1. Termination of these Terms does not affect either party's rights and obligations that accrued before that termination.

  2. On termination of these Terms,

    1. you must pay all Fees for Services provided prior to that termination and cease all use of CREATE and the SaaS service; and
    2. our obligations hereunder, including to provide the Services and license CREATE to you, shall cease to apply, and the CREATE license between you and us shall terminate automatically and simultaneously.
  3. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have paid.

  4. 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 subject to Clause 11.4(e), 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 and/or certify in writing that it has fully complied with its obligations under this Clause 11.4(d).

  5. At any time within one (1) month after the date of termination, you may request:

    1. a copy of any Data stored using the SaaS Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software. After such one (1) month period, we will have no obligation to provide any copy of such Data to you and we will be entitled to delete or destroy our copies of such Data in the SaaS Service and/or the Underlying Systems or otherwise in our possession or control, unless doing so is prohibited by applicable law; and/or
    2. deletion of the Data stored using the SaaS Service, in which case we must use reasonable efforts to promptly delete that Data.

Notwithstanding the foregoing, we shall not be required to comply, and shall not be liable for any non-compliance, with Clause 11.4(e) to the extent: (A) in the case of Clause 11.4(e)(i), that you previously requested deletion of the Data and/or deleted any Idea(s) from your CREATE account; (B) required under applicable law or that we have compelling legitimate interests otherwise; (C) that it would entail or require the transfer of any personally identifiable information pursuant to any individual and/or personal data as defined under the Personal Data Protection Act 2012 of Singapore, the General Data Protection Regulation (GDPR) or any other applicable law; and/or (D) that it would infringe the rights of any third party (including Intellectual Property Rights and privacy rights).

Obligations continuing

Clauses which, by their nature, are intended to survive termination of these Terms, including Clauses 5.2(a), 5.5, 7, 8, 9.2(a), 10, 11.4, and 13.10, shall so continue in force.

Rights to restrict

We shall not be obligated to monitor access to or use of the Services or to review or edit any content. However, without limiting any other right or remedy available to us, we may, at any time and without any notice, restrict or suspend your access to and use of the SaaS Service, terminate your account and/or delete, edit or remove the relevant Data if we, at our sole discretion, consider that you (including any of your personnel) have:

  1. undermined, or attempted to undermine, the security or integrity of the SaaS Service or any Underlying Systems;

  2. exceeded the fair usage of the Services;

  3. used, or attempted to use, the SaaS Service:

    1. for improper purposes; or
    2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;
  4. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

  5. otherwise materially breached these Terms, which for the purposes of these Terms shall include any of the prohibited acts set out in Clause 11.3 above.

Process
  1. We will notify you where we restrict or suspend your access, or delete, edit or remove Data, pursuant to Clause 11.6.
  2. Clause 11.4(e)(i) will not apply to the extent that it relates to Data deleted or removed under Clause 11.6.

DISPUTES

Good faith negotiations

Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, these Terms through good faith negotiations.

Obligations continue

Each party must, to the extent possible, continue to perform its obligations under these Terms even if there is a dispute.

Right to seek relief

This Clause 12 does not affect either party's right to seek urgent interlocutory and/or injunctive relief.

GENERAL

Force majeure

Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected party:

  1. immediately notifies the other party and provides full information about the Force Majeure;
  2. uses its best efforts to overcome the Force Majeure; and
  3. continues to perform its obligations to the extent practicable.
Rights of third parties

No person other than you and us has any right under the Contracts (Right of Third Parties) Act (Cap 53B), or any other applicable law, to a benefit under, or to enforce, these Terms.

Waiver

To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.

Independent contractor

Subject to Clause 5.3, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms. For the avoidance of doubt, we are free to provide services to other clients, so long as there is no interference with our contractual obligations to you.

Notices

If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected].

Severability
  1. If any provision of these Terms is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
  2. If modification under Clause 13.6(a) is not possible, the provision must be treated for all purposes as severed from these Terms without affecting the legality, enforceability or validity of the remaining provisions of these Terms.
[Reserved]

[Reserved]

Entire agreement

These Terms, the Privacy Policy (including any incorporated terms), your subscription tier or plan, and if applicable, any Software Subscription Agreement, set out everything agreed by the parties relating to the Services, 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 subject matter of these Terms that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.

Subcontracting and assignment
  1. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
  2. Any change of control is deemed to be an assignment for which our prior written consent is required under Clause 13.9(a). In this Clause, change of control means any transfer of shares or other arrangement affecting you or any member of your group which results in a change in the effective control.
Law

These Terms are governed by, and must be interpreted in accordance with, the laws of the Republic of Singapore. Each party submits to the exclusive jurisdiction of the Courts of the Republic of Singapore in relation to any dispute connected with these Terms.

Contact Information

If there are any questions regarding these Terms, you may contact us at: [email protected].