Terms of Service

ATISFY PTE. LTD UEN:202014337K, a company incorporated in Singapore (Atisfy/we/us) provides a Platform for businesses (you/your/Brand) to upload Promotion Requirements which are to be accepted by Influencers who then execute your Promotions.

You agree that you shall be bound by these terms and conditions (Agreement) in relation to your use of the Platform, our provision of the Platform and our provision of the Service as set out in this Agreement. Please read this Agreement carefully as it contains important information about your rights and responsibilities when using the Platform and Service.

Without limiting the way in which you may become bound by this Agreement, you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement by signing a document agreeing to be bound by this Agreement, by checking the “Accept” button on your computer screen or electronic device to electronically indicate your acceptance of this Agreement, or by proceeding with any use of the Service.

1. DEFINITIONS

Platform means the AtisfyReach platform which delivers the Service to you.

Account means an account registered with our Platform which provides access to set up and complete a Brand profile and one or more Campaigns for the purposes of engaging one or more Influencers to execute Promotions on your behalf.

Campaign means one or more marketing Promotion for your product or service, as uploaded by you to the Platform, which is to be executed by an Influencer or Influencers via online social media channels.

Published Campaign means a Campaign setup in the Platform for which an invoice has been generated.

Brand Assets means all content uploaded or entered as free text during the Campaign setup process (including but not limited to, your logo, product or service relevant information, marketing strategy) on the Platform subject to relevant Intellectual Property Rights.

Brand Content has the meaning given in clause 9.1.

Promotion Requirements means relevant information, guidelines, and settings provided within the Platform that define the specific Promotion the Influencer is expected to create and publish as part of the Campaign execution.

This includes, but it is not limited to:

the social media platform on which the Promotion must be published;
details about the Promotion format and/or its duration;
the way in which the Influencer is to execute the Promotion;
the Brand Assets to be included in the Promotion;
the period of time during which the Promotion should be posted.

Promotion means the the content, caption and other works created by the Influencer and either shared with the brand or published on social media platform as part of a Campaign execution according to the specified Promotion Requirements.

Influencer means a person who uses the Platform in the capacity of an “Influencer” or “Content creator”.

Influencer Fee means an amount which we pay to the Influencer for executing your Promotion. The Influencer Fee is paid from the Fees you pay us.

Fees means the sum of (a) the Influencer Fees; and (b) the Service Fee; and (c) any Taxes imposed on the payment of the Fees or Services we provide; and (d) any third party fees (including but not limited to those of a payment processor, banking fees or social media platform) which we incur in relation to the Services we provide you. The amount of the Fees for each Campaign is specified by you when setting up the Campaign budget on the Platform.

Intellectual Property Rights means all intellectual property rights of any kind whatsoever throughout the world, including all present, future, registered and unregistered rights which subsist in copyright, trademarks, patents, designs and circuit layouts.

Service means the service we provide from time-to-time to enable you to engage one or more Influencers to execute your Promotions in accordance with your Promotions via the Platform.

Service Fee means the fee you pay us to execute the Campaign through the Platform.

Taxes means all sales based taxes including without limitation, GST, VAT and sales tax, which are levied on the supply of goods or services by a party or in respect of any payments from one party to the other.

2. THE SERVICE

2.1 Subject to the terms and conditions of this Agreement, the provision of the Service constitutes Atisfy’s only obligation to you.

2.2 You agree that Atisfy may modify the Service at any time, and discontinue the Service (or part thereof) at any time. Atisfy may also restrict your use of some or all Services. And if this occurs Atisfy will have absolute discretion as to whether any amount is to be refunded, be it a full or partial refund.

2.3 You acknowledge and agree that:

Atisfy does not guarantee that the Platform and Service will always be accurate, reliable, or error-free; and
The Platform and all parts thereof, including any data, material, or information created by or on behalf of Atisfy and displayed or made available via the Platform, are the exclusive property of Atisfy and constitutes Atisfy Intellectual Property Rights.

2.4 Other than as expressly provided in this Agreement, Atisfy does not accept any responsibility, and disclaims all and any liability for, any dispute between you and an Influencer in connection with the Platform or any related supply of Services.

3. CREATING AN ACCOUNT WITH ATISFY

3.1 You are required to create an online Account on the Platform in order to use some or all of the Services.

3.2 When you create an Account on the Platform you agree:

that the Account will be created using the Platform’s online sign up process, or any other method specified by Atisfy from time to time;
that you warrant that all information provided by you to Atisfy in the setup of the Account is true and correct in every detail; and
that you will only use the Account for the purposes of using the Service, and for no other purposes.

3.3 During the registration process, you will be asked to select a password for your account. You agree to keep your password confidential at all times and must not disclose it to any third parties. You agree to be fully responsible for activities that relate to your account or your password. If you have reason to believe that your password has been obtained by someone else without your consent, you must inform us immediately to disable your account. If a third party accesses your account because your credentials are compromised, we are not liable to you in any way. We reserve the right to suspend or terminate your registration with us in the event of your credentials being compromised.

3.4 If you are under the age of 18 years, or otherwise considered a minor under the laws of Singapore or your jurisdiction, then you may only create an Account if:

you have informed your parent or legal guardian of your intention to create an Account;
you have the prior consent of your parent or legal guardian; and
your parent and legal guardian enter into this Agreement on your behalf. Where this occurs both you and your parent or legal guardian will be bound under this Agreement as the Brand and this Agreement will be enforceable against both of you. Your parent or legal guardian will be responsible for your acts and omissions under this Agreement. Your acts or omissions under or in relation to this Agreement shall also be considered the acts and omissions of your parent or legal guardian.

3.5 You acknowledge that we may place restrictions on the minimum age for a person who holds an Account on our Platform. Where this is the case, the acceptance of this Agreement by you requires the granting of permission to do so by a parent or legal guardian, and that without such permission being granted by a parent or legal guardian we may cancel your Account and usage of the Platform if you are not of that minimum age. We may modify that minimum age at any time with or without notice to you.

4. PLATFORM

4.1 In consideration for the payment of the Service Fee, Atisfy grants to you a non-exclusive, non-transferable, revocable licence (Licence) to: (a) use the Platform; and (b) to allow your employees and personnel to use the Platform (as Authorised Users) subject to the terms of this Agreement.

4.2 Notwithstanding clause 4.1, Atisfy may refuse to grant a Licence to any person, for any reason whatsoever in its sole discretion.

4.3 You may only sublicense or authorise your Authorised Users to use the Platform on the condition that they also agree to be personally bound by this Agreement (and will be deemed Users). A User may not otherwise sublicense, deliver, transfer or assign the Licence to any other person except with the written permission of Atisfy.

4.4 To create and publish a Campaign that can be executed you will be required to provide all the information and details requested by the Platform and pay the Service Fee.

4.5 We reserve the right to review your Campaign, require you to review and/or amend your Campaign, and at our sole discretion, suspend your Campaign temporarily or permanently. In no way are we liable to you if we exercise our rights under this clause.

4.6 The Platform will deliver your Promotion to one or more Influencers that our Platform determines meets the Promotion Requirements. An Influencer may then in their discretion agree to accept and execute your Promotion (or alternatively reject your Promotion). We make no representation or warranty that either an Influencer will agree to accept and execute your Promotion or that the Influencer who accepts your Promotion, will then execute the Promotion in accordance with your Promotion Requirements.

4.7 The Platform facilitates the collaboration between you and an Influencer for the execution of your Promotion. At the time an Influencer accepts a Promotion, a binding agreement between you and the relevant Influencer is formed (Promotion Agreement). Atisfy is not a party to the Promotion Agreement and has no responsibility for the execution of the Promotion Agreement by you or the Influencer, or any breach of that agreement by either party. Each Promotion Agreement has the following terms:

that the Influencer will carry out the Promotion in accordance with the Promotion Requirements;
that you will pay Atisfy an amount equal to the Influencer Fee (as part of your payment of our Fees) and that Atisfy will then pay that amount to the Influencer; and
yours and the Influencer’s obligations to each other will, at all times, be subject to the terms of this Promotion Agreement, and must be consistent with your obligations under this Agreement and in the case of the Influencer, their obligations under their separate agreement with Atisfy. You may view a copy of our standard terms and conditions between Atisfy and the Influencer on Atisfyre website.

5. FEES

5.1 When and how Fees must be paid

In relation to each Campaign, you will pay the required Fees in the following manner:
1. pay the Fees to us (which includes, amongst other amounts, the Influencer Fee)
  The Fees must be paid in full prior to the Promotion being sent to Influencers, or according to the terms of payment agreed between you and one of our authorised agents on a separate contract.
2. we will hold the Influencer Fee due to the Influencer until the following occurs:
  1. the Influencer advises both you and us via the Platform that they have fully executed the Promotion in accordance with the Promotion Requirements and have complied with the rules of the stipulated social media platform; and
  2. you:
    1. do not raise a dispute in relation to the Influencer’s execution of the Promotion as specified in clause 5.1(a)(iii)(A) within the timeframe specified by the notice. The notice may be delivered via the Platform and/or any notifications sent by the Platform or an authorised agent;
    2. raise a dispute in relation to the Influencer’s execution of the Promotion as specified in clause 5.1(a)(iii)(A) (providing us with reasons why you raise the dispute) within the timeframe specified by the notice and:
      1. we are of the opinion that the Influencer has executed the Promotion in accordance with the Promotion Requirements and stipulated social media platform rules, at which time we will pay the Influencer the amount of the Influencer Fee. Our determination in this regard is final and binding on you;
        or
      2. we, in our sole and absolute discretion, are of the opinion that the Influencer has not executed the Promotion in accordance with the Promotion Requirements and stipulated social media platform rules. If no further action can remedy this, we will use the Influencer Fee towards the payment of other Influencer Fees or issue a refund at our own discretion.
You agree that your sole remedy against us in relation to the execution of a Promotion, or failure by an Influencer to execute a Promotion, or failure by an Influencer to execute a Promotion in accordance with the Promotion Requirements or stipulated social media platform rules, is as set out in clause 5.1(a)(ii)(B)(2), and that you are bound by any determination made by us under that clause. You release and forever discharge us from any and all liability, loss, cost, expense, damage, claim or proceedings you may make, institute or claim against us in relation to the execution of your Promotion by an Influencer, other than our obligations under clause 5.1(a)(ii)(B)(2).
You agree that we may retain our Service Fee (as well as any Taxes and amounts payable from the Fees to third parties, including a Payment Processor) irrespective of whether or how the Influencer execute your Promotion, and whether or not the Influencer Fee is to be paid to the Influencer.
We may use a payment processor to process your online payment. By agreeing to this Agreement, you agree to be bound by their terms of service, as the same may be modified by the payment processor from time to time. The Fees which you pay us include the costs which we must pay to the payment processor.
As a condition of us enabling payment processing services through the payment processor, you agree to provide us with accurate and complete information about you, and you authorise us to share such info with the payment processor together with transaction information related to your use of the payment processing services provided by the payment processor.
Unless otherwise agreed between you and one of our authorised agents on a separate contract, payment via bank transfer is subject to the following conditions
1. The invoice must be paid before the due date specified in the invoice;
2. Payment must be confirmed on our Platform within the due date specified in the invoice;
3. The full Fees must be received by Us before the start date of the campaign.
If any of these conditions are not met, we reserve the right to revise the Campaign start and end dates.

5.2 Taxes

Unless expressly specified to the contrary, all amounts payable under this Agreement by you to us have been expressed to be inclusive of Taxes.

6. SUSPENSION AND TERMINATION

6.1 Term of this Agreement

This Agreement commences at the earlier of:

your acceptance of the terms of this Agreement; or
your first use of the Service,

and will continue until terminated under this clause 6.

6.2 Termination by Atisfy

Atisfy may terminate your use of the Platform and the Service, or any part thereof, at any time, and for any reason by permanently disabling or deactivating your access to the Platform. In such a case, Atisfy will provide you with a notice via the Platform and/or any notifications sent by the Platform or an authorised agent.
Atisfy may terminate one or more of your published Campaigns in the Platform at any time, and for any reason, by permanently deleting the Campaign from the Platform.

6.3 Suspension by Atisfy

Atisfy may suspend a Campaign or your use of the Platform and the Service, or any part thereof, at any time, and for any reason. In such a case, Atisfy will provide you with a notice via the Platform and/or any notifications sent by the Platform or an authorised agent, and will advise you subsequently if and when such suspension is lifted.

6.4 Refund rights and payment of outstanding fees for termination or suspension by Atisfy

a. If Atisfy suspends or terminates this Agreement under clauses 6.2 or 6.3 for no fault

we may refund or credit you with all of the Fees prepaid by you to Atisfy in respect to the terminated Campaign already published in the Platform (noting that Atisfy may withhold any component of the Fees which represent Service Fee, Taxes, amounts paid to Influencers or other third party charges which Atisfy has paid in relation to your Campaign); and
you must pay all outstanding Fees as directed by Atisfy to cover the cost of the Service Fee, Taxes, amounts already paid to Influencers or other third party charges which Atisfy has paid in relation to your Campaign.

b. If Atisfy suspends or terminates this Agreement under clauses 6.2 or 6.3 where the reason for the termination or suspension is due to:

a breach of this Agreement or any law by you;
an act described in clause 14.2;
Atisfy being required by a government agency to enact the suspension or termination; or
Atisfy reasonably considers such termination or suspension is required to avoid Atisfy breaching any law.
1. we may withhold some or all of the Fees prepaid by you to Atisfy in respect to the terminated Campaign already published in the Platform; and
2. you must pay all outstanding Fees as specified in the invoice in relation to your Campaign(s).

6.5 Termination by you

If you do have Published Campaigns, you may request to terminate this Agreement upon the provision of written notice to Atisfy. In such a case, you must pay, as directed by Atisfy, some or all outstanding Fees specified in the invoice in respect to all published Campaigns. Only upon the receipt of the requested Fees by Atisfy, this Agreement will be terminated and your access to the Platform, Service and any Promotion Requirements will cease.
If you do not have any Published Campaigns, you may terminate this Agreement upon the provision of written notice to Atisfy, at which time your access to the Platform, Service and any Promotion Requirements will immediately cease.

6.6 Obligations on termination

Upon the termination of this Agreement by You or by Atisfy in accordance with this clause 6:

you and each Authorised User will be deactivated from using the Platform;
you and each Authorised User must cease all use of the Platform; and
you will pay Atisfy:
1. all Fees which are due under clause 6.4;
2. all Fees which are otherwise payable (whether or not on termination) under this Agreement or any valid agreement between you and one of our authorised agents; and
3. all Fees which are due but remain unpaid as at the date of termination.

7. NON-POACHING OBLIGATION

7.1 During such time as you hold an Account on the Platform and for one year following termination of this Agreement and your Account, you shall not attempt to engage (whether directly or indirectly) with any Influencer that you have had contact with via the Platform (including an Influencer who carries out any Promotions for you), other than through us or the Platform without our prior written consent.

7.2 You agree that you shall not negotiate with an Influencer for the provision of any of their services (whether for payment or otherwise).

8. PROHIBITED USES

8.1 Subject to clause 9.1, all content and information on the Platform, including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code or other material, as well as the infrastructure used to provide such content and information, is owned by Atisfy or its third party licensors. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, code, products, or Service obtained from or through the Platform. Additionally, you agree not to:

use the Platform or any part thereof for any commercial purpose, other than in your capacity as a business engaging an Influencer for a Promotion;
use another person’s name, account, identity or password without permission, or use the Platform while impersonating another person;
access, monitor or copy any content or information of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without Atisfy’s express written permission;
violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
take any action that imposes, or may impose, in Atisfy’s discretion, an unreasonable or disproportionately large load on its server infrastructure;
deep-link to any portion of the Platform for any purpose apart from where expressly permitted by this Agreement; or
attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Atisfy in connection with the Platform or the Servics (except to the extent specifically permitted by law).

9. YOUR CONTENT AND INTELLECTUAL PROPERTY RIGHTS

9.1 Subject to the Intellectual Property Rights which we have stated to own in this Agreement, you own all Intellectual Property Rights of your Promotion Requirements and Promotion (Brand Content), with the exclusion all draft content shared by the Influencer for review which remains the sole property of the Influencer.

9.2 All draft content shared by the influencer for review remains the sole property of the influencer. Under no circumstances should the content be used, shared, or published.

9.3 In consideration of Atisfy granting you (and your Authorised Users) access to the Platform and use of the Service, you expressly grant an irrevocable, perpetual, royalty-free, sub-licensable, assignable licence to Atisfy and its affiliates to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display your Brand Content, and to sublicense the same to Influencers as needed for them to carry out your Promotions.

9.4 You represent and warrant on an on-going basis that your Campaign and Brand Content does not infringe the Intellectual Property Rights or other rights of any other person or body and complies with all applicable laws, regulations, codes and standards, including without limitation all applicable advertising standards and regulations concerning sponsored or advertorial content. Such obligation includes but is not limited to a responsibility on you to ensure that your Promotion Requirements includes the necessary hashtag or other requirements that exist in respect of all applicable advertising standards and regulations.

9.5 You agree that you shall not do any of the following without our prior written consent, either solely or jointly with or on behalf of any third party directly or indirectly:

reproduce or copy information or material from the Platform or any other material sent or made available to you by us or by an Influencer (Material) or create derivative works from, modify or in any way commercially exploit any of the Material;
distribute, transmit or publish any of the Material (including using it as part of any library, archive or similar service);
create a database in electronic or structured manual form by downloading and storing all or any of the Material other than for the purpose of reviewing the Influencer’s draft content;
sponsor or boost any Promotion, either directly or indirectly by asking the Influencer to do so; or
republish, repost, or reproduce any Promotion or part of it in any social media or other media without explicit consent provided by Atisfy through the Platform.

9.6 You agree that:

your Brand Content is not confidential once it has been uploaded to the Platform;
you are solely responsible for the Promotion Requirements you specify in the Platform;
Atisfy may reproduce any part of your Promotion Requirements on the Platform and will determine in its discretion how it presents your Promotion Requirements to the Influencers; and
Atisfy may make any modifications to your Promotion Requirements in its sole and absolute discretion, before presenting your Promotion Requirements to the Influencers.

9.7 To the extent that you have any moral rights (as that term is defined in the Copyright Act 1968 (Cth)) in your Brand Content you provide to Atisfy, then you waive all such moral rights, and to the extent that such waiver is not possible, then you consent to Atisfy making all uses, edits and modifications to your Brand Content in its sole discretion, including, without limitation, as further described in this Agreement.

9.8 You agree that Atisfy is under no obligation to edit, monitor or control your Promotion Requirements that is published on the Platform by You or an Authorised User, but that Atisfy reserves the right to do so.

9.9 You agree that you will ensure that your Brand Content does not contain, any of the following (Infringing Content):

content that infringes, or may infringe, the Intellectual Property Rights or other rights of any person;
content that impersonates any person or entity or otherwise misrepresents your relationship with Atisfy or any other person;
content that is false, unlawful, misleading, libellous, defamatory, slanderous, obscene, pornographic, indecent, lewd, abusive, harassing or advocates harassment of another person, threatening, invasive of privacy, abusive, inflammatory, fraudulent or otherwise objectionable;
content that can reasonably be considered to be offensive, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, or which incites such behaviour or action from others;
content that would constitute, encourage or promote, or provide instructions for the conduct of an illegal act or omission, any criminal activity, or violate the rights of any person or party in any country of the world;
content which contains the private information of any person; and/or
content which contains viruses, malware or any other malicious software or data.

9.10 Atisfy will have no responsibility or liability for any Brand Content, Influencer Content or Infringing Content posted, stored or uploaded on the Platform, or for any loss or damage suffered by you or any other person as a result of the Platform storing, holding, or making available, any Brand Content, Influencer Content or Infringing Content.

9.11 Atisfy will have no responsibility or liability for any Influencer Content published by the Influencers on any social media or other media as part of the execution of the Campaign published by the Brand in the Platform.

9.12 Atisfy is under no obligation to review your Promotion and any Brand Content to determine its accuracy, truthfulness, or whether it is defamatory, slanderous or contains falsehoods.

10. CONFIDENTIALITY & PRIVACY

10.1 You must keep all of our content and processes that form the Platform confidential.

10.2 Both you and Atisfy agree to comply with all applicable privacy laws in dealing with any personal information or other identifying information provided in or by the Platform (Personal Information). Both you and Atisfy must at all times collect, use, hold, destroy, and disclose Personal Information in accordance with such privacy laws.

10.3 By using the Platform or the Service, you agree to:

the terms of the Atisfy Privacy Policy. A copy of the Privacy Policy may be viewed on AtisfyReach website; and
if applicable, our standard Data Processing Agreement in relation to our processing of the Personal Information you supply to us. A copy of our standard Data Processing Agreement may be viewed on AtisfyReach website.

11. SUPPORT

11.1 If you require support in relation to your use of the Platform, or our Service, please visit AtisfyReach website.

12. COMPLIANCE WITH THIRD PARTY LICENCES

12.1 The Platform may incorporate components licensed to Atisfy by third parties, which may be subject to their own End User Licence Agreements (Third Party Licences).

12.2 You agree that the use of the Platform, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licences that applies to the Platform, which are appended to this Agreement or separately notified to you.

12.3 You agree to be bound by and observe all terms and conditions of any Third Party Licence notified to you and acknowledge that any breach of a Third Party Licence will entitle Atisfy to terminate the Licence and exercise its rights under clause 6.

13. YOUR INDEMNITY

13.1 You indemnify and keep indemnified Atisfy, its agents, employees and officers against all loss, cost, expense or damage which Atisfy, its agents, employees or officers suffer or incur, as a direct or indirect result of:

any misuse of the Platform by you or your Authorised Users in breach of this Agreement;
your breach of this Agreement or violation of any law or Atisfy’s Intellectual Property Rights or the Intellectual Property Rights of the Influencer Content or other rights of a third party;
any legal proceedings or any claim made against Atisfy by an Influencer or a third party which arises directly or indirectly from any Campaigns published by you in the Platform.

13.2 Any amount payable by you under the forgoing indemnity will be reduced to the extent that Atisfy caused or contributed to the relevant act or event giving rise to the indemnity.

14. LIABILITY AND DISCLAIMER

14.1 You acknowledge and agree that Atisfy has made no warranties that the Service will be error free or that an Influencer will comply with the terms of a Promotion Agreement.

14.2 You agree that Atisfy will not be liable or responsible for any failure in, or delay to, the provision of the Service or in Atisfy complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:

epidemic, pandemic, fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
a significant demand being placed on telecommunications infrastructure, or on Atisfy’s services, which is above the usual level of demand and which results in a failure of Atisfy’s software and hardware to function correctly or in a timely manner;
the failure of any third party to fulfil any obligations to Atisfy, including the Influencers; or
any other circumstances or event similar to the above which is beyond the reasonable control of Atisfy.

14.3 You acknowledge and agree that Atisfy has no liability whatsoever to you in relation to:

the conduct of an Influencer;
any negligence of an Influencer or other tort committed by an Influencer;
any breach or default by an Influencer;
any breach or default of the Promotion Agreement by an Influencer;
any damage to your brand or reputation caused by an Influencer;
any loss or theft of goods sent by You, directly or indirectly, to the Influencer as part of the execution of your Campaign; or
any misuse of goods representing your Brand by an Influencer as part of the execution of your Campaign.

14.4 In the event any terms, conditions, representations or warranties are implied by statute, common law or equity into this Agreement which cannot be lawfully excluded (Prescribed Terms), such Prescribed Terms will apply, save that Atisfy’s liability for breach of any such Prescribed Terms will be limited, to the extent permitted by law, to the cost of supplying the Service again or payment of the cost of having the Service supplied again.

14.5 If Atisfy’s liability for breach of any Prescribed Terms are capable of exclusion, they are hereby excluded to the fullest extent permitted by law.

14.6 To the extent permitted by law, and subject to clause 14.4, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under this Agreement.

14.7 Subject to clause 14.4, and to the extent permitted by law, Atisfy’s liability to you arising directly or indirectly under or in connection with this Agreement or otherwise in connection with or in any way relating to the Platform or any of the Services, and whether arising under any indemnity, statute, in tort (for negligence or otherwise) or on any other basis in law or equity, is limited as follows:

Atisfy excludes all liability for loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, loss of goods or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against you under or in any way connected with this Agreement or otherwise in connection with or in any way relating to the Platform or Service; and
Atisfy’s total aggregate liability under or in any way connected with this Agreement or otherwise in connection with or in any way relating to the Platform or Service, is otherwise limited to the lesser of:
1. SGD 1000; and
2. the total Service Fees you have paid to us for the Service that are the subject of the relevant claim.

15. AMENDMENTS

15.1 Atisfy reserves the right to revise and amend this Agreement in its discretion, as follows:

if Atisfy considers that the change is likely to benefit you or have a neutral or minor detrimental impact on you, it may make any changes immediately without notifying you except by publishing the amended Agreement (as applicable) on AtisfyReach website; and
if Atisfy considers that the change is likely to have a significant detrimental impact on you, it will make the change and provide you in writing with an updated link to the new Agreement to enable you to review and seek advice on the amendment.

15.2 Your continued use of the Platform after an amendment takes effect will constitute your acceptance of the amendment.

If you do not agree to an amendment, you may request to terminate this Agreement under clause 6.5 by notifying us in writing within 7 days of being notified of the change.

For clarity, your obligations under this Agreement, including the obligation to pay applicable Fees, remain in effect unless and until the Agreement is validly terminated in accordance with its terms. Ceasing to access or use the Platform does not, in itself, terminate this Agreement.

16. GENERAL CLAUSES

16.1 In the interpretation of this Agreement unless the context otherwise requires:

headings and words in bold type are included for convenience only and do not affect interpretation;
the words “includes” or “including” mean “includes without limitation” or “including without limitation”;
a reference to a word includes the singular and the plural of the word and vice versa;
a reference to a gender includes any gender;
if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;
a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;
a reference to a recital, clause, paragraph, schedule, annexure or other part is a reference to an item of that type in this Agreement;
a reference to a party is a reference to a party to this Agreement and includes a reference to that party’s successors, personal legal representatives and permitted assigns;
a reference to a statute or regulation or a provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or replaced, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute; and
if an individual party to this Agreement consists of two or more persons, then those persons are bound both jointly and severally.

16.2 Any notice given under this Agreement must be in writing, or alternatively must be given via functionality contained in the Platform. Unless a later time is specified in a notice, the notice takes effect from the time it is received. A notice is taken to be received:

in the case of a notice delivered by hand, when so delivered;
in the case of a notice sent by pre-paid express post, on the third clear Business Day after the date of posting;
in the case of a notice sent by email, at the time that the email is sent, unless the sender receives a notification that the email was delayed or not received; or
in the case of a notice sent via functionality contained in the Platform, at the time the notice was sent,

but if the effect of paragraphs (a) – (d) above is that a notice is taken to have been received before 9:00am or after 5:00pm on a day which is not a Saturday, Sunday or public holiday in Singapore (Business Day), or on a day which is not a Business Day, then the notice is taken to have been received at 9:00am of the next Business Day.

16.3 Neither party is the partner, agent, employee or representative of any other party and neither party has the power to incur any obligations on behalf of any other party.

16.4 There are no other representations, promises, warranties, covenants or undertakings between the parties and this Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.

16.5 A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

16.6 If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the extent that the invalid or unenforceable provision will be treated as severed from this Agreement.

16.7 You must not assign or novate any of your rights or obligations under this Agreement. You agree that Atisfy may however assign or novate this Agreement at any time, with or without notice to you.

16.8 The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

16.9 This Agreement will be construed in accordance with and will be governed by the laws in force in Singapore. Each of the parties irrevocably submits to and accepts the exclusive jurisdiction of any of the Courts of Singapore.

16.10 This document is revised in August 2025. Any enquiries regarding this brand Agreement should be addressed with our legal officer via email at legal@atisfy.com.