Terms of service

1. Acceptance of Terms

Welcome to CoreTRM. CoreTRM Pte Ltd ("we" and "us", as the case may be) provides the Service (as defined below) to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time with notice given to your registered email address or by in-product notification. You agree that your continued use of the Service after such update will constitute your acceptance of and agreement to be bound by the updated TOS. You can review the most current version of the terms of service at any time. In addition, when using particular CoreTRM products, you and us shall be subject to any posted guidelines or rules applicable to such products which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you. Please note that if you sign up for a CoreTRM product using an email address from your employer or another entity, then (a) you will be deemed to represent such party, (b) your click to accept will bind your employer or that entity to these terms, and (c) the word “you” in these terms will refer to your employer or that entity.

These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a CoreTRM product, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a CoreTRM product, create a CoreTRM account, or place an Order.

2. Description of Service

We currently provide users with access to CoreTRM online products via the CoreTRM website at https://CoreTRM.com and associated domains we own (the "Service"). Unless explicitly stated otherwise, any new features that augment or enhance the current Service, shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that we assume no responsibility for the timeliness, currency, deletion, mis-delivery or failure to store any user communications or personalization settings.

CoreTRM Products are cloud-based, using recognized cloud hosting providers, and we implement security procedures designed to help protect your data from security attacks.

3. Your Registration Obligations

In consideration of the Service being made available to you, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form or when your company signed you up for a corporate account (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) without any liability to you. Registration to our Free Demonstration or Trial is for bona fide potential customers and third parties only and we reserve the right to refuse or remove access at our discretion without any liability to you.

4. CoreTRM Privacy Policy

Registration Data and certain other information about you is subject to our privacy policy which is incorporated by reference into and made a part of this TOS. Refer to the full privacy policy for data and disclosure terms.

5. Member Account, Password and Security

You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, (b) set up a strong password that does not make your account vulnerable to hacking and (c) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6. Payments and Taxes

Other than the Free Demonstration or Trial, CoreTRM online products are offered on a subscription basis. Except as otherwise specified in your Order with us, unless either party cancels your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the CoreTRM site or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable product continuing to be offered and, unless otherwise specified in the applicable Order, will be charged at the then-current rates. CoreTRM reserve the right to adjust our subscription rate when necessary.

You may add users or otherwise increase your use of CoreTRM Online Products by placing a new Order or modifying an existing Order. We will charge you for any increased use at our then-current rates, unless otherwise specified in the applicable Order, prorated for the remainder of the then-current Subscription Term. User accounts are for individual users only and are not to be shared amongst different users.

Payment is to be made by credit card or other mutually agreed method and the fees are payable in advance and are non-refundable except if CoreTRM gives you notice to terminate without cause. If your renewal payment should fail you will be notified by email provided in your latest Registration Data. Your premium service will expire at the end of the day of your expected renewal but your subscription service will be restored once we have received the renewal payment.

Your fees under these Terms exclude any taxes, withholding taxes, value-added tax (VAT), Goods and Services Tax (GST) and/or duties payable in respect of the CoreTRM online products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any fees owed under these Terms.

7. Modifications to Service

We reserve the right at any time and from time to time to modify or enhance the Service (or any part thereof). Significant modifications may be communicated in advance. You agree that we shall not be liable in any way to you or to any third party for any modification of the Service.

8. Termination

These Terms are effective as of the Effective Date and expire on the date of expiration or termination of all Subscription Terms.

8.1 Termination for Cause. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

8.2 Termination for Convenience. You may choose to stop using the CoreTRM products and terminate these Terms (including all Orders) at any time for any reason upon written notice to us but upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

8.3 Effects of Termination. Upon any expiration or termination of these Terms, you must cease using all CoreTRM products and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to your data after expiration or termination of these Terms (or its applicable Subscription Term). You should make sure to export your data either using the functionality of the CoreTRM products or by requesting a bulk download from us during the applicable Subscription Term or in the following 1 month.

In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

9. Links

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that we have no control over such sites and resources, and that we are therefore not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable in any way for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

10. Warranties and Disclaimer

10.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

10.2 Our Warranties. We warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the CoreTRM products (but we are not responsible for harmful materials submitted by you or End Users) (the “Performance Warranty”).

10.3 Warranty Remedy. We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case, you will receive a refund of any fees you have pre-paid for use of the CoreTRM Product for the terminated portion of the applicable Subscription Term. The Performance Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment. Our sole liability, and your sole and exclusive remedy, for any breach of the Performance Warranty are set forth in this Section 10.

10.4 Warranty Disclaimer. Except as expressly provided in this Section 10, all CoreTRM Products, support and additional services are provided “AS IS,” and we and our suppliers expressly disclaim all warranties and representations of any kind, including and warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantibility, whether express, implied or statutory. You understand that use of the CoreTRM Products necessarily involves transmission of your data over networks that we do not own, operate or control, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party providers. We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control. You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

11. Limitation of Liability

11.1 Consequential Damages Waiver. Except for excluded claims (as defined below), neither party (nor its suppliers) will have any liability arising out of or related to these terms for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.

11.2 Liability Cap. Except for excluded claims, each party's and its suppliers’ aggregate liability to the other arising out of or related to these terms will not exceed the amount actually paid or payable by you to under these terms in the twelve months immediately preceding the claim.

11.3 Excluded Claims. “Excluded Claims” means (1) amounts owed by you under any Orders, and (2) either party’s express indemnification obligations.

11.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

12. IP Indemnification

We will defend you against any claim brought against you by a third party alleging that the CoreTRM Products, when used as authorized under these Terms, infringe a patent right granted in the Singapore, United States or a member nation of the European Union or a copyright registered in such a jurisdiction (a “Claim”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim. If your use of the CoreTRM Products is (or in your opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right for your continued use of the CoreTRM Product in accordance with these Terms; (ii) substitute a substantially functionally similar CoreTRM Product; or (iii) terminate your right to continue using the CoreTRM Product and refund any prepaid amounts for the terminated portion of the Subscription Term. Our indemnification obligations above do not apply: (1) if the total aggregate fees we receive with respect to your subscription to a CoreTRM Product in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if the CoreTRM Product is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (3) if the CoreTRM Product is used in combination with any non-CoreTRM product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of CoreTRM Products; or (5) if you settle or make any admissions with respect to a Claim without our prior written consent. This Section 12 (IP Indemnification) states our sole liability and your exclusive remedy for any infringement of intellectual property rights in connection with any CoreTRM Product or other items we provide under these terms.

13. General Information

The TOS constitute the entire agreement between you and us and govern your use of the Service, superseding any prior understandings and agreements between you and us and any previous statements or representations from either party to the other party. The TOS and the relationship between you and us shall be governed by the laws of Singapore without regard to its conflict of law provisions. You and we agree to submit to the non-exclusive jurisdiction of the courts of Singapore. Our failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision and to construe such provision to the maximum extent permitted by law so as to render that provision valid and enforceable, and that the other provisions of the TOS shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.