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 (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.
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, and (b) 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 either on a monthly subscription basis or an annual 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.
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 by way of monthly or yearly recurring subscription 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. 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, 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.
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.
If you terminate these Terms in accordance with Section 8.1 (Termination for Cause), we will refund you any prepaid fees covering
the remainder of the then-current Subscription Term after the effective date of termination. 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.
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 and and 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 in these Terms.
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; (5) to any Claim arising
as a result of (y) your data or circumstances covered by your indemnification obligations in Section 5.4 (Your Indemnity) or (z) any third-party deliverables or components
contained with the CoreTRM Products or (6) 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
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.