Last Updated: 25 Dec 2023
Effective: 5 June 2023
Thank you for choosing Kompas.ai. Kompas.ai (“Application”, “Platform”) is the property of ByteBridge Co., Ltd. (“we”, “our”, “us”, “company”). This Terms of Service (“Agreement”) is made between you (“you”, “your” or “customer”) and the company and is legally binding between you and the company.
Kompas.ai is an online software-as-a-service platform, and the Services refer collectively to the Platform, its related services, products, software programs, and content, as well as any applications, software.
The company hereby reminds you that you must carefully read the full content of this Agreement and other documents mentioned in this Agreement before using the Platform.
The term "Customer" or "You" refers to the party subscribing to the Services. If you are purchasing subscriptions on behalf of an organization or signing up for the Services using an email under your organization's email domain, then the organization becomes the Customer. By doing so, you represent and warrant that (a) you are an authorized representative of the organization with the authority to bind it to these Terms, and (b) you agree to these Terms on behalf of the organization. Please note that since the organization is the Customer, it has the right to replace you and designate another person as its representative for the Services. In such a case, you agree to cooperate with us and the Customer to facilitate the transfer of responsibilities to the new representative, including providing relevant login credentials for the Customer account.
A Workplace consists of channels where team members can collaborate and communicate, serving as a digital space for users to access the Services (referred to as a "Workplace"). If a Workplace is being created by an individual who is not formally affiliated with an organization, that individual becomes the Customer. For example, if you sign up using your personal email and build your team by inviting other users, then you are considered the Customer.
If you are an Authorized User or an Individual User, your access and use of the Services are governed by the User Terms of Service. These Terms, on the other hand, apply to the subscription of the Services by a Customer.
The Customer has extensive tools and controls over its Authorized Users' and Individual Users' usage of the Workplace and any content or information they submit to the Workplace, such as messages, chats, documents, calendar events, and other types of content (collectively known as "Customer Data").
For instance, the Customer can enable or disable an Authorized User's access to the Workplace, review, edit, or remove Customer Data, grant access to third parties, manage permissions, retention, export settings, and more. The Customer has the exclusive right to provide us with instructions regarding the handling of Customer Data. Once a user's removal from your space is requested, their access to your space will be permanently revoked.
The Customer bears sole responsibility for (a) informing Authorized Users about all relevant policies and practices related to their use of the Workplace, (b) any settings selected by the Customer that may affect the Authorized Users' and Individual Users' use of the Workplace or access to Customer Data, and (c) ensuring that the transfer and processing of Customer Data comply with applicable laws. We are not liable for the content of any Customer Data or how the Customer, its Authorized Users, or Individual Users choose to store or process such data using the Services.
To access the Customer's Workplace, each Authorized User must create an account on the Platform. The Customer is responsible for ensuring that its Authorized Users maintain the confidentiality of their account login credentials and do not disclose them to third parties. We are not liable for any damages, losses, or liabilities incurred by the Customer, its Authorized Users, or any third party due to activities conducted under the Authorized Users' accounts when accessed using the correct login credentials.
Customer is granted the right to use the Services and Documentation, subject to the restrictions outlined in this Agreement. Except as expressly permitted herein, Customer shall not, and shall not authorize or allow any third party to:
If there is a reasonable suspicion of a violation of the above restrictions, we reserve the right to investigate the alleged violation and may suspend or terminate the Customer's access to the Services.
Certain parts of the Service, including Add-ons, are available to you through paid subscriptions ("Subscriptions"). The pricing and features included in each Subscription Plan are outlined on our pricing page at https://kompas.ai/pricing.
"Subscription Fees" refer to all the fees associated with your Subscription. Additional terms and conditions ("Supplementary Terms") may apply to the specific Subscription you choose or when you activate certain features. If Supplementary Terms are applicable, we will present them to you before you make a purchase or enable the feature.
You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or yearly basis. Regardless of whether you have chosen monthly or yearly billing, your account may be charged monthly.
Auto-Renewal: By agreeing to these terms, you acknowledge that your Subscription will automatically renew at the end of each Billing Cycle, and your payment method will be charged at the beginning of each new Subscription period for the applicable fees and taxes, under the same conditions as the previous Billing Cycle, unless you cancel your Subscription before the renewal date.
To process the payment for your Subscription, a valid payment method, such as a credit card, is required. The payment processing and related functions are powered by Stripe. TATASTAR (HONGKONG) LIMITED, the parent company has entered into an agreement with the Stripe platform for payment processing. You must provide accurate and valid payment method details. By submitting this payment information, you authorize the Platform to charge all Subscription Fees incurred through your account to the provided payment method.
Please note that Stripe is responsible for collecting and storing any necessary information related to the payment, and we do not have access to or store any of your payment information for payment processing, deposit, damage reimbursement, and other necessary purposes related to liabilities. For more details, please go to Stripe privacy section (https://stripe.com/legal/privacy-shield-policy).
If automatic billing fails for any reason, Stripe may attempt to charge the credit card on file one or more times. If payment continues to fail, the Platform reserves the right, at its sole discretion, to cancel or downgrade the Subscription, and you may lose access to certain paid features, your Workspace, and your Platform account.
If you opt for a subscription through a third party like Apple, your use of the debit or credit card will be governed by the terms and conditions outlined by that third party. The accepted payment methods can differ depending on your location. Kompas AI disclaims any responsibility and does not assume liability for the actions or omissions of such third parties.
You have the option to cancel your Subscription either through your online account management page or by contacting the Platform customer support at [email protected] and indicating your intention to cancel.
To ensure the cancellation of your subscription before the renewal date, customers are required to disable the automatic payment function no later than thirty (30) days in advance. We retain the right to notify you via email, with written confirmation, of the non-renewal at least thirty (30) days before the subscription period renewal date.
In the event that the Customer downgrades their account, both the Customer, their Authorized Users, and Individual Users will experience a loss of access to certain features and functionality within the Services. It's important to note that this downgrade may also result in the loss of access to specific Customer Data. We want to emphasize that we cannot be held responsible for any data loss or loss of Customer Data resulting from the Customer's failure to fulfill the required subscription fees.
To clarify, if the Customer chooses to downgrade their subscriptions from a Paid plan to a Free plan, they will still be held accountable for any outstanding fees associated with the Paid plan. Additionally, once the initial Paid plan subscription term expires, the Services provided under the Paid plan will be considered fully performed and delivered.
The Platform reserves the right to modify the Subscription Fees for Subscriptions, including Add-Ons, at its sole discretion and at any time. Any changes to the Subscription Fees will take effect at the end of the current Billing Cycle.
We will provide you with reasonable prior notice of any changes to the Subscription Fees. By continuing to use the Service, you agree to pay the modified Subscription Fees.
The Subscription Fees do not include any taxes or similar government assessments, such as value-added, sales, use, or withholding taxes, that may be imposed by any jurisdiction ("Taxes"). You are responsible for paying all Taxes associated with your Subscription, except for those taxes based on our net income. If any payment for the Service is subject to withholding tax by any government, you will reimburse us for such withholding tax.
We offer extra services and additional credit purchase. The extra charges are outlined on our pricing page at https://kompas.ai/pricing
We take care of all the aspects related to accessing and managing the APIs you require. Your only responsibility is to pay us the equivalent cost of using the API as you would pay to the LLM vendors (such as Microsoft Azure Open AI). The specific pricing may vary based on the LLM vendor's rates and policies, and this fee is independent of your subscription.
The Platform may, at its sole discretion, provide a Free Trial Subscription for a limited period of time. The free trial enables you to access all features offered in the Standard Plan without any charges, and it also provides free access to the relevant Large Language Model. And the free Trial Subscription can be made without credit card.
If you are participating in a Free Trial, you have the option to cancel at any time before the last day of the trial. After the trial period, your account will be automatically downgraded to the free plan.
The Platform reserves the right, without notice, to (a) modify the terms and conditions of any Free Trial offer, (b) cancel any Free Trial offer, or (c) cancel any Free Trial Subscription at any time.
If either you or the Platform cancels the Free Trial, you acknowledge and agree that all your User Content or data associated with the Workspace assigned to the Free Trial will be deleted within 30 days.
If you want to continue to use the Service, you should authorize us to charge your credit card or other payment method for the ongoing use of the paid Service.
From time to time, we may introduce new features that are labeled as "beta" or "pre-release" (referred to as "Beta Product(s)"). These Beta Products are provided on an "as-is" basis, and any warranties or contractual commitments we offer for other Services do not extend to the use of Beta Products by customers.
During the Free Trial and Beta Trial, you are required to comply with the Customer Terms of Service.
There will be no refunds for partially used Subscription periods.
The Customer, along with its licensors, holds ownership of the Customer Data, including all Intellectual Property Rights associated with it. This Agreement does not transfer any ownership rights of the Customer Data to the Platform. However, the Customer grants the Platform a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute the Customer Data as required to provide the Services. This license also extends to the Platform's third-party service providers. Additionally, the Customer can export their Customer Data from the Services during the Subscription Term using the Platform's self-service export functionality, in a format supported by the Services and specified in the relevant Documentation.
The Platform, along with its licensors, retains all rights, title, interest, and ownership of the Services, Documentation, API, Usage Data, the Platform's websites, and any deliverables created and provided by the Platform to the Customer, including all Intellectual Property Rights (referred to as the "Platform IP"). This Agreement does not transfer any ownership rights of the Platform IP to the Customer. The Customer does not possess any rights to the Platform IP except for the limited express rights explicitly granted in this Agreement.
If the Customer provides the Platform with feedback, comments, or suggestions regarding the Services (collectively referred to as "Feedback"), the Customer hereby assigns all right, title, and interest of the Feedback to the Platform. The Platform is free to use the Feedback without any payment, attribution, or restriction.
The Platform may internally collect, analyze, and process Usage Data for its business purposes, which includes security, analytics, improving and enhancing the Services, or other development, diagnostic, and corrective purposes related to the Services or other Platform Products or Services. The Platform may also disclose Usage Data in an aggregated and/or de-identified form, which does not identify the Customer or any of its Users, as part of its business operations.
We will process Customer Data solely based on the instructions provided by the Customer and hold no responsibility for the Customer Data or how the Customer, its Authorized Users, or Individual Users choose to utilize the Services for storing or processing such data.
Subject to the terms and conditions of these Terms, Customer, on behalf of its Authorized Users and Individual Users, grants us (including our contractors and suppliers) a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable right and license, at no cost, to use, copy, download, modify, and display the Customer Data. This license is limited to the following purposes:
Customer represents and warrants that it has obtained all necessary rights from its Authorized Users, Individual Users, and third parties to grant these licenses.
Furthermore, Customer, on behalf of its Authorized Users, agrees to grant other Authorized Users within Customer's Workplace the right, at no cost, to make unrestricted use of the Customer Data, including commenting on and editing it, along with any associated intellectual property rights or necessary waivers or consents.
We assume no liability for any content submitted by users of the Services. If we have a reasonable suspicion that you or your Customer Data violate the aforementioned terms, we reserve the right to investigate the alleged violation, which may result in the suspension or termination of your access to the Services.
The Platform contains specific software components that are obtained from third parties and are governed by the terms and conditions set forth by those third parties ("Third Party Software"). Here is the list:
| Software Name | Function |
|---|---|
| serpAPI | Search service |
| Browserless | Web page rendering service |
| Google login | |
| Apple | Apple ID login |
| Microsoft | Microsoft ID login |
| Azure (Image) | Image recognition service |
| Azure (Open AI GPT) | Open AI GPT service |
| Open AI (GPT) | Text generation service (GPT) |
| Open AI (Speech) | Speech-to-text service |
| play.ht | Text-to-speech service |
| Cloudflare (Image) | Image storage service |
| Cloudflare (File) | File storage service |
| pinecone | Vector data storage service |
| Google Cloud Platform | Cloud hosting and infrastructure |
| AWS | Log management and storage |
| Notion | Notion content retrieval |
| Mongodb | Multi-cloud document storage service |
These Third Party Software components are not bound by the terms and conditions outlined in the terms. Instead, each individual item of Third Party Software is licensed separately based on the accompanying license terms. The Platform does not impose any restrictions on your rights nor does it grant you rights that surpass those provided in the terms and conditions of any applicable license for the Third Party Software.
For detailed information about how we collect and use data regarding the use and performance of our products, please refer to our Privacy Policy.
It is your responsibility to implement reasonable and suitable measures to ensure the security of your access to and usage of the Services. If you identify any vulnerabilities or breaches in relation to your use of the Services, you must immediately notify the Platform and provide comprehensive information about the identified vulnerability or breach.
Either party ("Customer" or "Platform") has the right to terminate these Terms of Service in accordance with the following provisions:
Customer's Right to Terminate: The Customer has the right to terminate these Terms at any time by either providing prior written notice to the Platform via email or through your online account management page, with a minimum notice period of thirty (30) days.
The Platform's Right to Terminate: The Platform may terminate these Terms by providing written notice to the Customer via email if the Customer has committed a material breach of these Terms, and such breach remains unresolved for a period of thirty (30) days after the Platform's notice specifying the nature of the breach.
Free Subscription Plan: If the Customer is using the Free subscription plan, these Terms will remain in effect until either party terminates them.
Paid Subscription Plan: If the Customer has a Paid subscription to the Services, these Terms will remain in effect for the duration specified in the Customer's Order Form, unless terminated earlier in accordance with these Terms.
The Customer's termination notice must be provided to the Platform either via email or through your online account management page with a minimum notice period of thirty (30) days.
Upon the termination of these Terms, all subscriptions granted to the Customer will end, and both the Customer and its Authorized Users and Individual Users must discontinue all use of the Services. The Platform reserves the right to refuse or cancel service, terminate accounts, or remove or edit content at its sole discretion. Following the termination or expiration of these Terms, the Platform is not obligated to retain any Customer Data. The Platform may, without providing notice to the Customer, delete all Customer Data in its systems or under its control, except for any Customer Data that the Platform is legally required to maintain in compliance with applicable laws and regulations.
Unless explicitly stated otherwise in these Terms, if these Terms are terminated for any reason, any prepaid fees will not be refunded, and the Customer will not be entitled to a pro-rata refund of any portion of such fees.
For trial or beta subscriptions, termination rights and notice periods may vary as specified in the trial or beta subscription agreement or terms.
Both parties acknowledge that the termination of these Terms does not relieve the Customer of its responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or rights to use all Customer Data. The Customer is solely responsible for backing up and retrieving its Customer Data before the termination or expiration of these Terms.
"Confidential Information" refers to any non-public, proprietary information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), whether orally, in writing, or in any other form, and is designated as confidential or reasonably understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, software code, marketing strategies, and any other information that is not publicly available.
Confidentiality Obligations: The Receiving Party agrees to the following obligations regarding the Confidential Information:
Protection: The Receiving Party shall make its best effort to take reasonable precautions, at least equal to the precautions taken with its own Confidential Information, to protect and maintain the security, confidentiality, and integrity of the Disclosing Party's Confidential Information.
Notification: The Receiving Party shall promptly notify the Disclosing Party of any misuse, misappropriation, or unauthorized disclosure of the Disclosing Party's Confidential Information that comes to its attention.
Non-Disclosure: The Receiving Party shall not use or disclose the Confidential Information to any third party, except as necessary for the performance of the Services or as expressly permitted in this agreement.
Exceptions to Confidentiality Obligations: The obligations regarding Confidential Information shall not apply to any information that:
In the event that the Receiving Party is required by law or a valid court order to disclose the Confidential Information, the Receiving Party shall provide prompt notice to the Disclosing Party to allow the Disclosing Party the opportunity to seek a protective order or take other appropriate legal action to protect the confidentiality of the information.
Both parties acknowledge that any breach of the obligations regarding Confidential Information may result in irreparable harm for which monetary damages may not be an adequate remedy. In such cases, the aggrieved party may seek injunctive relief or other equitable remedies in addition to any other legal remedies available.
Upon termination, the Receiving Party shall delete all Confidential Information disclosed by the Disclosing Party. However, we reserve the right to retain Confidential Information for the sole purpose of improving our services and conducting our business. We guarantee that we will take appropriate and necessary measures to prevent the disclosure or use of identifiable Confidential Information belonging to the Customer.
The Platform warrants that the Services will function in substantial accordance with its written specifications and applicable documentation. These warranties will not apply if Customer fails to notify the Platform in writing within thirty (30) days of discovering any breach.
In the event of a breach of the Platform's warranty of this section, the Platform agrees to use commercially reasonable efforts to cause the Services to function in substantial accordance with their specifications and applicable documentation. If the Platform is unable to remedy any material breach of this warranty, the Customer or the Platform shall have the right to terminate the affected Services. Upon such termination, the Platform will refund to the Customer, in the same currency the fees were paid, a pro rata portion of any fees that were prepaid for the canceled Services based on the remaining unused portion of the term for the canceled Services, and THE CUSTOMER SHALL BE RESPONSIBLE FOR ALL BANK TRANSACTION FEES. FOR ANY BREACH OF THE WARRANTY ABOVE, THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE AS PROVIDED IN THIS SECTION.
THE FOREGOING WARRANTY SHALL NOT APPLY TO ANY SERVICES UNDER A FREE OR TRIAL SUBSCRIPTION OR THE BETA PRODUCTS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ANY THIRD PARTY SOFTWARE ARE PROVIDED "AS IS," "AS AVAILABLE," WITH ALL FAULTS, AND THE PLATFORM AND THE PLATFORM'S LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE PLATFORM DOES NOT OFFER ANY TECHNICAL SUPPORT, WARRANTIES, OR REMEDIES FOR THE LICENSED SOFTWARE.THE PLATFORM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE PLATFORM ALSO DISCLAIMS ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE PLATFORM OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION, THE CUSTOMER'S USE OF THE PLATFORM AND SERVICES IS ENTIRELY AT THE CUSTOMER'S OWN RISK, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE CUSTOMER.
Customer represents and warrants to the Platform that:
Aside from the limited warranties stated in the section (The Platform Warranties), the Platform does not provide any other express or implied warranties concerning the Services or Documentation. The company specifically disclaims all implied and statutory warranties, including but not limited to implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. Except for the limited warranties described in this section, the Services, third party software, and Documentation are provided "as is." The company does not warrant that the Services or Documentation will meet Customer's requirements, be without defects or errors, or that the operation of the Services will be uninterrupted or secure. The use of the Services is at the user's own risk.
This disclaimer applies to any and all claims made by you or any third party arising out of or in connection with your use of the services.
Furthermore, in the event of cancellation, termination, or downgrade of a Subscription, the Platform shall have no liability for any loss of data or access that may occur. It is the responsibility of the Customer to ensure that all necessary backups and data retrieval processes are in place prior to any such action. The Platform recommends that the Customer regularly backs up its data to prevent any loss in the event of service changes or termination.
Please note that the Platform shall not be held liable for any loss of data or access resulting from the cancellation, termination, or downgrade of a Subscription. It is the Customer's sole responsibility to safeguard its data and make appropriate arrangements to maintain access to its data independent of the Services provided by the Platform.
Customer agrees to defend the company, its parent company, its affiliates, employees, agents, assigns, and licensors against any third-party lawsuits, actions, claims, or proceedings ("Claims") under the following circumstances: (i) alleging that the Customer Data infringes or misappropriates the intellectual property, privacy, or other rights of a third party, or (ii) resulting from the Customer's or its Authorized Users' or Individual Users' breach of these Terms or the User Terms of Service. Customer further agrees to indemnify and hold the Platform, its affiliates, employees, agents, assigns, and licensors harmless from any damages, liabilities, costs, and expenses, including reasonable attorneys' fees, incurred or awarded against the Platform or its affiliates, employees, agents, assigns, and licensors as a result of any such third-party Claim.
The company agrees to defend Customer against any Claim initiated by a third party alleging that Customer's use of the Services, in accordance with these Terms, infringes any patents, copyrights, or trade secret rights known to the Platform. However, the Platform will not be obligated to indemnify and defend Customer against any Claim arising from the following: (i) any matter for which Customer is obligated to indemnify the Platform as stated in the preceding paragraph, (ii) use of the Services with any other software or service not provided by the Platform, where the combination of such software or service causes the infringement, provided that the use of the Services alone would not be infringing, (iii) use of any Beta Products, and/or (iv) use of the Services under a Trial Subscription. Additionally, Customer must promptly notify the Platform upon learning of any Claim subject to indemnity, and Customer must grant the Platform sole control and authority over the defense and/or settlement of the Claim, while providing reasonable assistance at the request of the Platform and at the Platform's expense.
If the Services become or are reasonably expected to become the subject of any Claim, the company may choose, at its own expense and discretion, to: (a) secure the right for Customer to continue using the Services as outlined in these Terms, (b) replace or modify the Services to ensure their use in compliance with these Terms without infringement, or (c) terminate Customer's subscription with thirty (30) days' notice, refunding any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination in the same currency as the fees were paid. In such cases, Customer will be responsible for any bank transaction fees.
This section represents our sole liability concerning any Claims against Customer, and it serves as the exclusive remedy available to Customer in relation to any such Claim.
UNLESS PROHIBITED BY LAW, THE FOLLOWING LIMITATION OF LIABILITY APPLIES:
THE PLATFORM'S TOTAL LIABILITY TO CUSTOMER WILL BE LIMITED TO DIRECT DAMAGES SUFFERED BY CUSTOMER, UP TO THE MAXIMUM AMOUNT OF FEES PAID BY CUSTOMER TO THE PLATFORM UNDER THESE TERMS FOR THE CURRENT SUBSCRIPTION TERM. HOWEVER, REGARDLESS OF ANY STATUTE OR LAW, NO CLAIM OR CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THESE TERMS CAN BE BROUGHT BY CUSTOMER MORE THAN TWELVE (12) MONTHS AFTER THE OCCURRENCE OF THE FACTS GIVING RISE TO THE CAUSE OF ACTION, EVEN IF THOSE FACTS WERE NOT KNOWN OR REASONABLY DISCOVERABLE BY CUSTOMER AT THAT TIME.
NEITHER THE PLATFORM NOR ANY OF ITS LICENSORS WILL BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY ARISING FROM OR RELATING TO THESE TERMS, EVEN IF THE PLATFORM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OF LIABILITY FOR FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), DEATH, PERSONAL INJURY, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. THESE LIMITATIONS OF LIABILITY WILL APPLY EVEN IF THE STATED REMEDY ABOVE FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND THE ALLOCATION OF RISK HEREIN ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN THE PARTIES. WITHOUT THESE LIMITATIONS, THE PLATFORM WOULD NOT HAVE ENTERED INTO THESE TERMS.
Our Service may include links to third-party websites or services that are not owned or controlled by the company. We are not responsible for the content or privacy and security practices of third-party websites. If you choose to access any of the linked third-party websites through this Website, you do so entirely at your own risk and are subject to the terms and conditions of use for those websites.
Waiver: The waiver by either party of a breach or default of any provision in this Agreement by the other party shall not be deemed a waiver of any subsequent breach of the same or other provisions. Additionally, any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege under this Agreement shall not constitute a waiver of any breach or default by the other party.
Invalidity and Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court or administrative body of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions. The unaffected provisions shall continue to be in full force and effect.
Assignment: Customer may not assign this Agreement without prior written consent from the Platform. Any attempted assignment without such consent is void. However, either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its assets related to this Agreement. In the case of Customer, completion of the Platform's assignment process will be required. This Agreement is binding on the parties' permitted successors and assigns.
Governing Law and Jurisdiction: These Terms shall be governed by the laws of Hong Kong. Any arbitration shall be submitted to the Grand Court of Hong Kong. The arbitration decision and awards shall be final and binding on the parties.
Independent Contractors: The parties acknowledge and agree that they are independent contractors. Neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.
Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.
Force Majeure: Neither the company nor you shall be held responsible for damages or for any delays or failures in performance resulting from acts or events beyond their reasonable control. These acts or events may include, but are not limited to, fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion, acts of civil or military authorities, public enemies, any law, order, regulation, ordinance, or requirement of any government or legal body, labor unrest, inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
Federal Government End Use: If you are a U.S. federal government department or agency, or contracting on behalf of such a department or agency, the Services provided are considered "Commercial Products" as defined in 48 C.F.R. §2.101. This includes "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to you with only those rights as provided under the terms and conditions of this Agreement.
If you have any inquiries regarding the Platform's Customer Terms of Service, please do not hesitate to reach out to us. You can contact us at [email protected]