Terms of Service

Please ensure that you take the time to read these terms of service carefully before you use this site.

Last updated on April 30, 2023

These Terms of Service (“Terms”) govern your use and access to our services, including our website (our “Site”), associated mobile applications our mobile application(s) (our “App”), our application programming interfaces, our email notifications or other Internet services under the Company’s control and used for providing services (and any information or content appearing therein, collectively our services (“Services”), regardless of whether you are a paid user or a non-paying visitor. You should also read our Privacy Policy, which explains how we collect and use your personal information, our Payment Terms, which sets out how you will pay for our Services, and our Acceptable Use Policy, which outlines your responsibilities when using our Services.

The Company currently provides Services through various Sites and Apps. Services like bill payment, document management solutions, bookkeeping, tax, CFO, and accounting services are provided through various subdomains hosted on counto.sg, mycounto.co.uk, xion.ai and xibo.tax. 

If you reside inor are purchasing services for a company registered in Singapore, your agreement will be with Xion.AI Pte Ltd, UEN  201810991G, a Company registered in Singapore. 

If you reside in or are purchasing services for a company registered in the United Kingdom, your agreement will be with Xion UK Ltd, Company Number 14660317, a Company registered in the United Kingdom. 

If you are or are purchasing services for a company registered anywhere else in the world, your agreement will be with Xion.AI Pte Ltd, UEN 201810991G, a Company registered in Singapore. 

By using our Services, you’re agreeing to be bound by these Terms, our Privacy Policy, Payment Terms, and Acceptable Use Policy. If you are using the Services on behalf of an entity, partnership, or other organisation, then you represent and warrant that you: (i) are an authorised representative of that entity with the authority to bind that entity to this Terms, and (ii) agree to be bound by this Terms on behalf of that entity.

The Company’s Services and any related communications with us are not a substitute for and do not include legal, tax, financial, real estate, or healthcare advice. By clicking on “I accept” on the sign-up page and/or installing the App and/or  otherwise accessing or using the Services, you have read, understood, and agreed to be bound by and comply with the terms and conditions of these Terms. If you do not agree, Customer (as defined below) is not permitted to use the Services.

The Company recommends that you print a copy of this Terms for your records.

1. the Company means Xion.AI Pte Ltd and its subsidiaries including but not limited to Xion UK Ltd and Counto LLC. 
2. “Customer” means you or, if you are using the Service on behalf of a Company, entity, or organization, the entity, partnership or organization on whose behalf you are utilizing the Services.
3. “Party” means either Customer or the Company and “Parties” means both Customer and the Company
4. “Recipient” means a Customer who is an accountant, accounting firm, or other third party whose clients include the Company customers. Recipients access the Services in accordance with this Agreement for the purposes of obtaining, with their clients’ authorization, Customer Data about such clients to provide them services.
5. “Representative” means a representative of Customer, including an accountant, accounting firm, or other third party, to whom Customer provides (or for whom Customer authorizes the Company to provide) access to Customer’s Data stored via the Services for the purpose of providing Customer professional services.
6. “Sign-up” means the on-line sign-up process on the Company’s website.
7. “Term” has the meaning set out in Section 6.

2. Services 

Through our website and apps, the following range of services and solutions using cloud-based software are provide:

Corporate Secretarial Services including but not limited to: the Company incorporation (if applicable); provision of a registered office address and mailroom; maintenance of statutory registers on the Dashboard in accordance with the legal requirements; lodgement and payment of regulatory filings with the Accounting and Corporate regulatory Authority (“ACRA”) of Singapore; provision of a nominee director (subject to the entering into any supplemental documents as requested); preparation of all corporate decisions and resolutions in connection with the governance of a the Company; filing all corporate related changes, including but not limited to change of officers,shareholders, share capital, registered office, particulars of officers or shareholders. 

 

Accounting Services including but not limited to: preparation of management report; preparation of annual unaudited financial statements (including directors’ statement, profit and loss statement, balance sheet statement, chance in shareholders’ equity, and notes to financial statements); preparation of financial statements in XBRL format; maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger; and perform bank and other accounts reconciliation. 

 

Payroll Services, including, but not limited to: salary calculation on a monthly basis; salary payment to employees via issuance of cheques or through bank transfer; automatic generation of monthly pay slips for employees; central Provident Fund (CPF) registration and monthly payment to CPF; issuing IR8A Form for personal tax including statutory annual filing; preparation and submission of Auto-Inclusion Scheme with Inland Revenue Authority of Singapore (IRAS); and maintenance of payroll file for each employee. 

 

Additional payroll services, including, but not limited to: tax computation to calculate tax liability of the the Company; preparation of Form C for the Company’s approval; and preparation of tax forms for the Company’s submission.

 

Work Pass and related pass services in Singapore: application, renewal and cancellation of work passes, and preparation of the necessary documentation, i.e. Employment Pass (EP), Personalised Employment Pass (PEP), Overseas & Networks Expertise Pass (ONE Pass), Letter of Consent (LOC) and S Pass and passes for Dependants i.e., Dependant’s Pass (DP), Long Term Visit Pass (LTVP).

 

Tax preparation services, including, but not limited to: calculation and filing of Corporate Tax, Personal Tax, Goods and Services Tax, Property Tax,  Withholding Tax, stamp duty, customs and excise duty and other services relating cross-border tax, transfer pricing and operating model effectiveness.

 

Bill Payment services via an integration with Wise Asia Pacific Pte Ltd.

 

Document management and invoice extraction services.

 

By appointing the Company as the Customer’s service provider, the Company shall carry out, or appoint one of its employees to carry out, the duties in accordance with the applicable law.

 

The Company shall only provide the services as requested by the Customer from time to time orally, in writing or any other manner in which the Company may accept. The Customer agrees that the Company has no liability to the Customer for any loss or damage arising out of or in relation to the Company providing any Services in accordance with Customer’s instructions.

 

Customer shall indemnify the Company (and/or any of its affiliates) against any and all actions,judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by the Company in the course of and pursuant to its duties and obligations provided by any the Company Services in accordance with the Customers instructions or these Terms.

 

The Company may require that, in order for the performance of the Company’s Services (including the services of acting as nominee director in a Customers Company), all Customers shall enter into any supplemental agreements or carry out any acts required by the Company or by law in order for the Company to provide the Services. The Company shall not be obliged to provide any Services if the Customer fails to enter into a supplemental agreement or carry out any acts required by the Company or by law.

 

If the Company, in its opinion, is obliged to meet any of the Customers requirements or legal obligations, the Customer agrees that the Company is authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, which includes taking professional advice or legal advice at the expense of the Customer.

 

2.11 At the request of the Company, the Customer shall provide the Company with all documents and information as required by the Company in order for the Company to comply with its internal policies, any applicable law or guidelines issued by any relevant regulatory authority and/or for any other reason that the th Company may consider necessary from time to time.

 

Customer Support.

Technical Support. During the Term for the applicable Services, and for so long as Customer is current with its payment of all applicable fees, the Company will use commercially reasonable efforts to provide Customer with technical support services relating to the Services via its technical support website, email, or telephone.

Web Support. Web support shall not include any tax or other professional or expert advice of any kind, including, but not limited to any advice regarding the appropriate handling of tax and accounting issues, or otherwise.

Service Upgrades and Scheduled Downtime. The Company may update the Services in its sole discretion. The Company may from time to time schedule downtime for maintenance and upgrades.

Data Storage & Backup. The Company is not responsible for performing, and is not liable for any failure to perform, any back-up of any data (including Customer Data) provided, transmitted, processed, or stored by Customer in or through the Services. It is Customer’s responsibility to backup onto Customer’s own local system all Customer Data, including all data and records that Customer submits to the CompanyXion.

Call Monitoring. The Company may monitor and record support-related and other outbound calls to Customer, as well as inbound calls to the CompanyXion by Customer or Customer’s representatives, for compliance, support, training and other purposes. Customer acknowledges and agrees that the the Company may record any call between Customer and the the CompanyXion relating to the Service, and agrees to (i) notify all relevant Customer employees that calls with the Company may be monitored and (ii) indemnify and hold harmless the CompanyXion from any claim arising as a result of the CompanyXion’s monitoring or recording of calls between the CompanyXion and Customer’s representatives.

 

Subscribing to the Service- Eligibility.

Customers subscribe for the Services by selecting them from the options available during Sign-up. In the event of any conflict between these Terms and the information provided during Sign-up, these Terms shall control unless specified otherwise and agreed to in writing. Customer and all Customer Personnel (as defined below) must be at least 18 years of age to use the Services. By agreeing to this Terms, you represent and warrant to the the Company that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations.

Subscribing to the Service – Disclaimer 

The Company is a technology Company that provides compliance services, and is not a law firm, a public accounting firm or tax agent firm, and as such does not provide professional legal advice, accounting or tax advice.

 

The Company may at any time suspend or discontinue any feature, plan or any part of our Services, including the support for certain devices or platforms. Our Services may also be affected by acts of nature or force majeure events.

 

The Company may release products and features that we are still testing and evaluating (“Beta Services”). These Beta Services are marked “beta”, “preview”, “early access”, or “trial” (or with any words or phrases with similar meanings) and please keep in mind that these Beta Services may not be as reliable as our other Services.

 

The Company will make every effort to ensure that our Services are always available, but our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. The Company does not guarantee that our Services will be free from bugs or viruses. You are responsible for configuring your information technology, computer programmes, and platform in order to access our Site and our App. You should use your own virus protection software.

 

Customers must provide truthful and accurate information about themselves. Customers must safeguard the password to the Services and keep the account information current. It is advised to use a strong password, i.e. a password that uses a combination of upper and lower case letters, numbers, and symbols.Do not share the account credentials or give others access to the account. If and when it is detected that a login has been used by multiple users, it will be treated as a serious breach of security and the Company may suspend or terminate the account. The Company also has the right to disable any password, whether chosen by the Customer or allocated by the Customer, at any time if the Company believes that the Customer is in breach of these Terms.

 

The Company may make the Services available for access via the Internet. Customer shall provide, at Customer’s own expense, all necessary hardware, applications and Internet connectivity necessary to access the Services. Customer acknowledges that the Internet is known to be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. Customer agrees that the CompanyXion is not in any way responsible for any interference with Customer’s use of or access to the Services or security breaches arising from or attributable to the Internet and Customer waives any and all claims against the CompanyXion in connection therewith.

The Customer agrees that it will not, and it will not permit any Customer Personnel or any other party to: (i) permit any party to access or use the Services other than the Customer Personnel authorized under this Terms; (ii) modify, adapt, alter or translate any software underlying the Services, except as expressly allowed hereunder; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under applicable law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services; (v) use or copy any software underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under applicable law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Customers may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Customer is prohibited under applicable law from using the Services, Customer may not use them.

User IDs. Upon Customer’s request, the Company will issue one or more Customer ID to Customer. Customers may share this Customer ID(s) with each of its partners, shareholders, employees and contractors who are bound by confidentiality restrictions at least as restrictive as this TermsEULA (“Customer Personnel”). Customer Personnel may only access and use the Service through the Customer ID(s) and in compliance with this TermsEULA. Customer will not allow Customer Personnel to share the Customer ID(s) with third parties. Customer is responsible for all activity occurring under its Customer ID(s). Customer is responsible for all use of the Services by Customer Personnel and for maintaining the confidentiality of the Customer ID(s) and will promptly notify the Company of any actual or suspected unauthorized use of the Services. the Company reserves the right to replace the Customer ID if it determines it may have been used for an unauthorized purpose.

In the event that a Customer provides the the Company any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), Customer agrees that the the Company may use the Feedback to modify the Services and that Customer will not be due of any compensation, including any royalty related to the product or service that incorporates the Feedback. Customer hereby grants the Company on a worldwide, royalty-free, fully paid, perpetual, irrevocable licence to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether the Customer provides the Feedback on the Services or through any other method of communication with the the Company.

 

3. License.

License Grant. Subject to Customer’s complete and ongoing compliance with all the terms and conditions of this Terms and payment of all applicable fees, the the Company hereby grants to Customer a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable licence during the Term, to access and use the Services through the Company’s available interfaces and to permit Customer Personnel (as defined below) to access and use the Services through the Company’s available interfaces, in each case, solely in connection with Customer’s internal business operations.

3.1 Suspension of Access.

In addition to any other suspension or termination rights of the Company pursuant to this Terms, certain circumstances may require the the Company to suspend or terminate (where appropriate), at the the Company’s discretion, any Customer’s access to and/or use of, or otherwise modify, the Services and/or any component thereof, without notice in order to: (i) prevent damages to, or degradation of the integrity of, the Company’s Internet network; (ii) comply with any law, regulation, court order, or other governmental request or order; or (iii) otherwise protect the Company from potential legal liability or harm to its reputation or business. The Company will use commercially reasonable efforts to notify Customer of the reason(s) for such suspension or termination action as soon as reasonably practicable. Nothing contained in this Terms will be construed to limit the Company’s actions or remedies or act as a waiver of the Company’s rights in any way with respect to any of the foregoing activities. The Company will not be responsible for any loss or damages incurred by any Customer as a result of any termination or suspension of access to or use of the Services.

4. Term

The term of this Terms (“Term”) shall commence upon the date the sign-up process is complete and will continue on a month to month basis for so long as Customer is current on all fees due unless or until terminated as permitted under this Terms. If Customer has elected to receive 1 free month of financial statements, notwithstanding anything else to the contrary herein, the Term will begin on the date the sign-up process is complete and end upon delivery of the 1 free month of financial statements as communicated by the the Company (“Pilot Term”). At the end of the Pilot Term, if Customer wishes to continue to receive the Services, Customer must begin paying for the Services. 

5. Reservation of Rights.

Company. the Company expressly reserves all rights in the Services and all other materials provided by the Company hereunder not specifically granted to Customer. It is acknowledged that all right, title and interest in the Services and all other materials provided by the Company hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with the Company (or third party suppliers, if applicable) and that the Services and all other materials provided by theCompany hereunder are licensed on a subscription basis and not “sold” to Customer. The the Company reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services. he names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“the Company Materials”), are protected by copyright, trade dress, patent, and trademark laws and other applicable laws. As between the Customer and the Company, all the Company Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of the Company or its subsidiaries or affiliated companies and/or its third-party licensors. The Customer is not authorized to use, sell, licence, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, or create derivative works from any such the Company Materials except as expressly authorized hereunder. Customer shall not acquire any right, title, or interest to the Company Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Terms, and any goodwill associated therewith shall ensure solely to the Company, or its subsidiaries or affiliated companies and/or its third-party licensors, as applicable. Any use of third party software or services in connection with the Services will be governed by such third parties’ licenses or terms of service and not by this Terms and may be subject to separate fees, including, without limitation, your mobile network operator’s fees, including fees charged for data usage and overage, which are Customer’s sole responsibility.

Customer. Customer expressly reserves all rights in any information, records, files or other data that the Customer or Customer Personnel loads, enters into, or otherwise makes available to the Company or the Services and all results from processing such data, including compilations, and derivative works thereof (the “Customer Data”), except that the Customer grants the Company a perpetual, non-exclusive, world-wide, royalty free, fully sub-licensable, fully paid-up licence to use, reformat, modify, display, perform, reproduce, and create derivative works of the Customer Data: (i) in providing the Services to Customer or (ii) in connection with the Company’s internal business purposes. Unless specifically agreed in writing, each Party’s rights under this clause) extend to any update, adaptation, translation, customization or derivative work of Customer Data, made under this Terms.

6. Privacy

The Company knows that privacy is important. For this reason, the Company has created a privacy policy that describes its collection, use and disclosure practices regarding any personal information that the Customer provides to the Company. TThe Customer understands and agrees that the Services are invulnerable to all security breaches or viruses, security threats or other vulnerabilities. The Company shall however take reasonable steps to help protect Customer’s personal information.  The Company reserves the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of Customer’s personal information. The Company may also report to other organisations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

7.  Customer Data.

Responsibility-. Customer has sole responsibility for the accuracy, appropriateness and completeness of all Customer Data. The Company will use the Customer Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data.

Transmission to Recipients. At the Customer’s request and subject to Customer’s payment of any applicable fees, the Company will use reasonable efforts to make certain Customer Data of such Customer available to Representative(s) who have registered with and are using the Services. Customer hereby authorizes the Company to disclose such Customer Data to any Representative to whom Customer authorizes. The Company does not control how any Representatives use the Customer Data and has no responsibility for Customer Data that is provided to a Representative. Notwithstanding the foregoing, the Company reserves the right to decline to transmit Customer Data to a specific Representative if the Company believes such transmission would violate this Terms or any applicable laws (in which case the Company will use reasonable efforts to promptly notify the Customer of such decision). Representatives acknowledge that the Company is merely acting as a passive conduit for such distribution and takes no responsibility for any Customer Data. The Company makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature or reliability of any Customer Data. Restrictions- The Customer agrees not to upload or transmit any Customer Data: (i) that the Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

Indemnity. Customer agrees to defend, indemnify, and hold harmless the the Company, its employees, officers, directors, affiliates, suppliers, licensors, and other customers against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to third parties (including, but not limited to, any Clients and the governments) arising out of or relating to: (a) violation of any applicable law or regulation, (b) Customer Data, (c) Customer’s (or Customer’s Personnel’s) breach of any of its obligations, representations and/or warranties under this Terms; or (d) Customer’s use of the Services, including in combination with any third party software, application or service.

8. Fees & Payment.

Fees- Access to the Services may require Customers to pay fees, as may be further described at the website of the relevant Service. Before Customer pays any fees, Customer will have an opportunity to review and accept the fees that Customer will be charged. Depending on the Service and the entity through which it is availed from, the fees might differ  and are, except as described in this Section 8, non-refundable. If the Company changes the fees for the Services, including by adding additional fees or charges, the Company will provide Customer advance notice of those changes. If Customer does not accept the changes, the Company may discontinue providing the Services to the Customer. The Company will charge ]as per the payment method the Customer specifies at the time of purchase. The Customer authorizes the Company to charge all sums for the Services the Customer selects, to that payment method. If Customer pays any fees with a credit card, the Company may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase.

Automatic Credit Card Payments. The Services may include functionality for activating, updating, or cancelling recurring payments for periodic charges. If Customer activates or updates recurring payments through the Service, Customer authorizes the Company to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Customer’s account, all accrued sums on or before the payment due date for the accrued sums. If a Customer uses the Service to update or cancel any existing authorised one-time or recurring payment, it may take up to 10 business days for the update or cancellation to take effect. .

Late Payment. Customers may not withhold or “setoff” any amounts due hereunder. The Company reserves the right to suspend the Services until all past due amounts are paid in full.

Certain Taxes. Fees quoted do not include tax and Customers shall pay, indemnify and hold the Company harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of the Company.

Refunds. In the event of termination of the Services for any reason except for a Customer’s breach, the Company may provide the Customer with a refund of any pre-paid, but unused fees related to such Services, subject to the following: (i) no refund shall be paid for the current month’s services, regardless of the day on which Customer cancels the Services; (ii) the Company will retain and not be obligated to refund any prepaid fees up to and including the amount of fees Customer would have been required under this Terms to pay for Customer’s use of the Services for the two month period following the effective date of the termination of the Services. Customer is not entitled to any refund for the Company’s termination of the Services based upon Customer’s breach. If Customer purchased access to the Services at a discounted price, any refund will lose the benefit of that discount.

9. Confidential & Proprietary Information.

Definitions. For purposes of this section, a Party receiving Confidential & Proprietary Information (as defined below) shall be the “Recipient” and the Party disclosing such information shall be the “Discloser” and “Confidential & Proprietary Information” means all information disclosed by Discloser to Recipient during the Term and marked as “confidential” or “proprietary.” Customer hereby acknowledges that the Service will be considered Confidential and Proprietary Information belonging exclusively to the Company (or its designated third party supplier), and the Company hereby acknowledges that Customer Data will be considered Confidential and Proprietary Information belonging exclusively to Customer, in each case regardless of whether or not marked as “confidential” or “proprietary.” Discloser’s Confidential & Proprietary Information does not include: (i) information already known or independently developed by Recipient without use of or reference to any Discloser’s Confidential & Proprietary Information; (ii) information in the public domain through no wrongful act of Recipient, or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

Covenant. Recipient hereby agrees that during the Term and at all times thereafter it shall not (i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, as permitted by this Terms, or to such other recipients as the Discloser may approve in writing, including Representatives; (ii) use Confidential & Proprietary Information of the Discloser except to exercise its licence rights or perform its obligations under this Terms or (iii) alter or remove from any Confidential & Proprietary Information of the Discloser any proprietary legend. Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event shall less than reasonable care. Upon the earlier of Discloser’s written request or termination or expiration of this Terms, and regardless of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. the CompanyCompanyXion may retain a copy of such Confidential & Proprietary Information for the sole purpose of and to the extent necessary for it to comply with applicable legal, regulatory, and/or reasonable internal back-up or archival policies and requirements. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Terms or is required by law or by the order of a court or similar judicial or administrative body, provided that prior to disclosing any Confidential & Proprietary Information due to a legal requirement, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order.

Injunctive Relief. Recipient acknowledges that violation of the provisions of this section would cause irreparable harm to the Discloser, that may not be adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without the necessity of posting bond to prevent any actual or threatened violation of such provisions.

10. No Warranties.

Content from other users, suppliers, advertisers, and other third parties may be made available to the Customer through the Services. Because the Company does not control such content, Customer agrees that the Company is not responsible for any such content. The Company does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and the Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by the Company. the Company is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Customer understands that by using the Site and/or Services Customer may be exposed to third-party websites that Customer finds offensive, indecent or otherwise objectionable. The Company makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services. The Company provides these links for Customer’s convenience only and does not control such websites. The Company’s inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Services may contain links to websites that are operated by the Company but which operate under different terms. It is Customer’s responsibility to review the privacy policies and terms and conditions of any other website the Customer visits. CUSTOMER AGREES THAT IN NO EVENT WILL THE COMPANY BE LIABLE TO CUSTOMER IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the CompanyXion HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. the CompanyXion DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE the Company ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS TermsEUL. CUSTOMER ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S USE OF OR ACCESS TO THE SERVICES, CUSTOMER’S DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION

11. Limitation of Liabilities.

The Parties acknowledge that each provision of this Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does reflect a fair allocation of risk between the parties, and this allocation of risk forms an essential element of the basis of the bargain between the parties and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. Each of these provisions is severable and independent of all other provisions of this Terms. The limitations in this Section 11 will apply even if any limited remedy fails for its essential purpose.

IN NO EVENT WILL THE COMPANY  BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS TERMS EXCEEDING FEES PAID IN RESPECT OF THE SERVICES AT ISSUE IN THE LAST THREE (3) MONTHS. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS TERMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL THE COMPANY’S CUSTOMERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS TERMS.

IN NO EVENT SHALL THE COMPANY BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS Terms, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL THE COMPANY  BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO CUSTOMER. TO THE EXTENT THAT THE COMPANY  MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF THE COMPANY’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

12. Notices.

Notices sent to either Party shall be effective when delivered in person or by email, one (1) day after being sent by overnight courier, or two (2) days after being sent by first class mail postage prepaid to the official contact designated below and immediately after being received by the other party’s server. Notices must be in writing and addressed as follows:

1. For the Company, addressed to Customer Care at: [email protected] with a copy to 105 Cecil St #0602H, Singapore 065934.
2. For Customer, to the addresses or email address provided by Customer on Sign-up (as such address or email address may be updated by Customer from time to time in accordance with this Terms).

the Company may change its contact information by giving notice of such change to the Customer. Customers may change its contact information by using the currently available interfaces on the Company’s website. For contractual purposes, Customer (i) consents to receive communications from the Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that the Company provides to Customer electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Customer’s consent to receive Communications and do business electronically, and the Company’s agreement to do so, applies to all of Customer’s interactions and transactions with the Company. The foregoing does not affect Customer’s non-waivable rights. If Customer withdraws such consent, from that time forward, Customer must stop using the Services. The withdrawal of Customer’s consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between the Company prior to the time Customer withdraws its consent.

You Consent to Receive SMS or other Text Messages from Us. By providing the Company with Customer’s mobile telephone number, Customer consents to receiving text messages at that number as requested for account verification, invitations, and other purposes related to the Service. While the Company does not charge a fee for text messages, Customer’s carrier may charge standard messaging, data, and other fees. Customer is responsible for these charges. the Company may send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. The Company is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

13. Termination.

1. On Notice. Either Party can terminate these Terms for their convenience by providing the other party with notice of termination prior to the last day of the then current monthly renewal.
2. Generally. Either Party may, in addition to other relief, terminate this Terms if the other Party breaches any material provision thereof and fails within fifteen (15) days after receipt of notice of default to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion. Either Party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to the Party and is not dismissed within thirty (30) days, or, in the case of Customer, for the failure to pay all applicable fees.
3. Survival. Upon termination or expiration of this Terms for any reason: (i) all rights and obligations of both Parties (except for Customer’s payment of all sums then owing), including all licences granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information of the other Party, . The following Sections will survive expiration or termination of this Terms 

14. General Provisions.

1. Assignment. Customers may not assign this Terms or any of its rights or obligations hereunder to any third party without the Company’s prior written consent. Any assignment in violation of this section shall be void. the Company may assign this Terms without restriction and without any notice to the Customer. The terms of this Terms shall be binding upon permitted successors and assigns.
2. Choice of Law. If the Customer resides in Singapore, the agreement will be with [INSERT INFORMATION] [UEN  ], a Company registered in Singapore and therefore the laws of Singapore shall apply. 
3. If the Customer resides in the  United Kingdom, the agreement will be with INSERT INFORMATION] [UEN  ], a Company registered in the United Kingdom and the laws of the United Kingdom will apply. . 
4. If the Customer resides anywhere else in the world, the agreement will be with [INSERT INFORMATION] [UEN  ], a Company registered in Singapore and therefore the laws of Singapore shall apply. TRight to List As A Customer. Customer agrees that the Company may utilize Customer’s entity name in listings of current customers. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, and such approval will not be unreasonably withheld.
5. Construction. Except as otherwise provided herein, the Parties rights and remedies under this Terms are cumulative. The term “including” means “including without limitation.” The headings of sections of this Terms are for reference purposes only and have no substantive effect.
6. Force Majeure. Customer acknowledges and understands that if the Company is unable to provide Services as a result of a force majeure event the Company will not be in breach of this Terms and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of the Company.
7. Severable. NOTHING IN THIS Terms WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO CUSTOMER. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.
8. Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Terms or by law in one instance shall not preclude enforcement thereof on future occasions.
9. Independent Contractors. Customer’s relationship to the Company is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of the Company.
10. Entire Agreement. This Terms constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. These Terms may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Amendments. The Company reserves the right to change these Terms at any time and from time to time upon notice by posting revisions to these Terms (including the description of the Services) on the Company’s website. Continued use of the Services after Customer becomes aware of any such changes shall constitute Customer’s consent to such changes. Customer is responsible for regularly reviewing the most current version of this Terms which is available on the Company’s website.