Terms and Conditions of Service

1. Governing Law and Jurisdiction

1.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Republic of Singapore.

1.2 Both parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or in connection with this agreement.

2. "As Is" and "As Available" Disclaimer

2.1 No warranties: To the maximum extent permitted by applicable Singapore law, the Service is provided on an "as is" and "as available" basis.

2.2 The Company expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.

2.3 Without limiting the foregoing, the Company makes no warranty or representation that:

• the Service will meet your specific requirements or expectations;
• the operation of the Service will be uninterrupted, timely, secure, or error-free;
• results obtained from the use of the Service will be accurate, reliable, or complete; or
• any defects or errors in the software will be corrected.

3. Comprehensive Indemnification and Third-Party IP

3.1 User content and third-party IP: You represent and warrant that you own or have obtained all necessary licenses, permissions, rights, and consents to upload, submit, store, process, or transmit any data, content, text, media, logos, or materials ("User Content") through the Service.

3.2 Comprehensive indemnity: You agree to defend, indemnify, and hold harmless the Company, its directors, officers, employees, agents, affiliates, licensors, and successors from and against any and all third-party claims, demands, suits, proceedings, losses, damages, liabilities, judgments, settlements, penalties, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or relating to:

• your use of or inability to use the Service;
• any breach or alleged breach of these Terms by you;
• your violation of any applicable Singapore or international law, rule, or regulation;
• any actual or alleged infringement, misappropriation, or violation of any third-party intellectual property right (including copyrights, trademarks, patents, trade secrets, or moral rights), privacy right, or proprietary right caused by or arising from your User Content or your use of the Service;
• your incorporation, use, or submission of any third-party intellectual property or code into or with the Service without proper authorization; and
• any unfair competition or passing off claims resulting from your use of the Service.

3.3 Defense obligations: In the event of any third-party claim subject to indemnification under this Section, you shall, upon request by the Company, assume the defense of such claim at your sole cost and expense using counsel approved by the Company. The Company reserves the right, at its own expense or through your indemnity, to participate in or assume exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not settle any claim without the prior written consent of the Company.

4. Copyright Take Down and Safe Harbor

4.1 Singapore Copyright Act 2021: The Company respects the intellectual property rights of others. If you believe that your copyrighted work has been infringed or hosted on the Service without authorization, you may submit a written Takedown Notice to our Designated Copyright Agent at [INSERT LEGAL/DESIGNATED EMAIL ADDRESS].

4.2 The Company reserves the right, in its sole discretion and without prior notice, to immediately remove, disable, or suspend access to any User Content alleged to infringe a third party's intellectual property rights.

5. Limitation of Liability

5.1 Indirect damages: To the maximum extent permitted by law (including the Unfair Contract Terms Act 1977 of Singapore), in no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, regardless of the theory of liability (contract, tort, negligence, or otherwise).

5.2 Cap on liability: The total aggregate liability of the Company arising out of or relating to these Terms or the Service shall not exceed the total amount paid by you to the Company in the three (3) months immediately preceding the incident giving rise to liability, or SGD $100, whichever is greater.

6. Intellectual Property and Data Privacy

6.1 All intellectual property rights in the Service belong exclusively to the Company.

6.2 Personal data provided during registration will be collected, used, and disclosed in accordance with the Singapore Personal Data Protection Act 2012 (PDPA) and our Privacy Policy.

7. Subscription Term, Renewal and Customer Cancellation

7.1 Pricing and annual billing: Paid access is priced at AUD $10 per paid user per month, billed annually in advance, with a minimum of five paid users. This means the minimum annual charge is AUD $600, unless a different written order is agreed.

7.2 Minimum term: After any stated free-trial period, each paid subscription has a minimum term of twelve (12) months.

7.3 Automatic renewal: At the end of the initial term, the subscription renews automatically for successive twelve (12) month terms and the payment method on file will be charged, unless the Customer requests cancellation before the applicable renewal date.

7.4 Cancellation: A Customer may request cancellation through the StrataDesk contact form. Cancellation takes effect at the end of the then-current paid term. Fees already paid are non-refundable except where required by law.

8. Termination

8.1 The Company reserves the right, at its sole discretion, to suspend, terminate, or disable your access to the Service at any time, with or without notice, for any reason or no reason, without incurring any liability to you.