Terms & Conditions

These General Terms and Conditions (“GTC”) govern the framework conditions between Staple AI Pte Ltd. (“Company”) and a customer specified on the attached Order Form (“Customer”) for the provision of Staple’s software for use via the Internet (“Software Services”). Acceptance of these GTC shall be deemed as an Agreement between Company and Customer (collectively, “the parties”).

Under this Agreement, Company grants Customer a non-exclusive, non-transferable right to use the Software Services (including its implementation and configuration) to facilitate use cases for the Customer. Customer shall not receive any right to the source code of the Software. Customer may use the Software Services world-wide, except Customer shall not use the Software Services from countries or regions where such use is prohibited by all applicable import, export control and sanctions laws and regulations.

a. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to Software Services; modify, translate, or create derivative works based on Software Services (except to the extent expressly permitted by Company or authorized within the Software Services); or remove any proprietary notices or labels.

b. Customer represents, covenants, and warrants that Customer will use Software Services only in compliance with Company’s End User License Agreement (“EULA”) and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of Software Services, Company may do so and may prohibit any use of Software Services it believes may be (or alleged to be) in violation of the foregoing.

c. Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Software Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.

a. This Agreement is valid from the Effective Date set forth in the Order Form and continues for a Contract Term stated in the Order Form (“Initial Service Term”) and thereafter shall be renewed automatically on an annual basis.

b. Either party may terminate this Agreement in accordance with TERM AND TERMINATION.

a. “Confidential Information” means any information, including but not limited to all code, inventions, algorithms, know-how, ideas, and all other business, technical, and financial information, a party obtains from the other party that is marked as “Confidential”, some other label indicating its confidential nature or should be reasonably known to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Staple software comprised in the Software Services will be considered the Confidential Information of Staple without any marking or further designation. The material financial terms of this Agreement will be considered the Confidential Information of each party.

b. Except as otherwise expressly specified in this Agreement, each party agrees that during the Term and for 24 months thereafter, all Confidential Information it obtains (as “Receiving Party”) from the disclosing party (“Disclosing Party”) will be held in confidence and not used or disclosed. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document:

i. was rightfully in its possession or known to it prior to receipt of the Confidential Information;
ii. is or has become public knowledge through no fault of the Receiving Party;
iii. is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;
iv. is independently developed by employees of the Receiving Party who had no access to such information; or
v. is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

c. Receiving Party agrees to:
i. maintain all Confidential Information of the disclosing party in strict confidence substantially similar to steps that Receiving Party takes to protect its own Confidential Information;
ii. take reasonable precautions to protect such Confidential Information, and
iii. not disclose or reveal Confidential Information for any purpose outside the scope of the Agreement, or
iv. divulge to any third person who is not an employee, contractor, legal representative or other professional advisor (collectively known as “Representatives”) of Receiving party any such Confidential Information.

d. The parties acknowledge that disclosure of Confidential Information in contravention of this Agreement would cause substantial harm for which monetary damages alone would not be a sufficient remedy and such a breach could result in irreparable harm for the non-breaching party, and therefore that upon any such breach of this clause 5, the non-breaching party shall be entitled to seek injunctive relief or other appropriate equitable relief or remedy in addition to whatever other remedies it might have at law.

e. Company may use the data collected from Software Service to improve Software Services and for industry analysis and benchmarking purposes provided that the data has been aggregated and de-identified such that the use, publication or any act of disclosure cannot be used to identify, directly or indirectly, Customer, any individual or any party at any time (“Aggregated and De-identified Data”). Company agrees that: it will not reverse engineer the Aggregated and De-identified Data nor will it permit or otherwise support, directly or indirectly, any third party to do so.

a. “Customer Data” means any content, materials, data and information that Authorized Users enter into the production system of a Cloud Service or that Customer derives from its use of and stores in the Cloud Service (e.g. Customer-specific reports).

b. Customer will own all right, title and interest in and to Customer Data, as well as Customer Data provided to Customer as part of Services, however, limited to the following data:

i. records and information relating to Customer or any of Customer’s clients, vendors, affiliates, associates, employees or partners, or their respective operations, facilities, assets, products, sales, purchases and transaction;
ii. information provided by, or on behalf of, Customer to Company; and
iii. information provided by, or on behalf of, Customer in connection with this Agreement.

c. Company will own and retain all right, title and interest in and to (i) Software Services, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology or process developed in connection with other services or support, and (iii) all intellectual property rights related to any of the foregoing.
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d. Notwithstanding anything to the contrary, Company will have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to:

i. use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other Company offerings; and
ii. disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

a. Customer will pay to Company then applicable fees described in the Order Form in accordance with the terms therein (“Fees”).

b. If Customer’s use of Software Services exceeds Service Capacity set forth on the Order Form or otherwise requires the payment of Transaction Fees indicated on the Order Form, Customer will be billed for such usage and Customer agrees to pay the Transaction Fees in the manner provided in the Order Form.
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c. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of Initial Contract Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
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d. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after Company notifies Customer of the invoice.

e. Customer will be responsible for all taxes associated with all services other than taxes based on Company’s net income.
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f.  Company shall be permitted to audit (at least once annually) the usage of Software Services. Customer shall cooperate reasonably in the conduct of such audits. In the event the audit reveals that Customer underpaid fees and/or Customer has used Software Services in excess of Service Capacity set forth on the Order Form, Customer shall pay such underpaid fees and/or excess usage in accordance to applicable Transaction Fees set forth in Order Form.

a. Subject to earlier termination as provided below, this agreement is for Contract Term as specified in Order Form and will be automatically renewed for additional periods of one (1) year (collectively, “Term”), unless either party requests termination at least ninety (90) days prior to the end of the then-current Term.

b. In addition to any other remedies it may have, either party may also terminate this agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this agreement.
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c. Customer will pay in full for all Services listed on Order Form up to and including the last day of the Term.
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d. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability

a. Company will use reasonable efforts consistent with prevailing industry standards to maintain Software Services in a manner which minimizes errors and interruptions in Software Services and will perform other services in a professional and workmanlike manner.
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b. Software Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
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c. However, Company does not warrant that Software Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of Software Services.
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d. Except as expressly set forth in this section, all services, including but not limited to Company’s Software Services and One-Time Services listed in Order Form, are provided “as is” and company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

Notwithstanding anything to contrary, except for bodily injury of a person, Company and its suppliers (including but not limited to all Equipment and technology suppliers), officers, affiliates, representatives, contractors and employees will not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:

a. for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;

b. for any indirect, exemplary, incidental, special or consequential damages;
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c. for any matter beyond company’s reasonable control; or
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d. for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Company for the services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.

a. Company and Customer are independent contractors in all matters relating to this Agreement, and this Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Company and Customer.

b. No agency, partnership, joint venture, or employment is created as a result of this agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

The Customer agrees Company has the right to publicly disclose Customer as a customer of Company. Both parties will work together in good faith to issue at least one mutually agreed upon press release within (ninety) 90 days of Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

This Agreement is governed by the laws of the Republic of Singapore, without giving effect to principles of conflicts of law. The parties submit to the non-exclusive jurisdiction of the Singapore courts. Either party may submit disputes to be finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”).

Parties may execute this Agreement in counterparts, which taken together will constitute one instrument.

This agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this agreement without consent.

a. All notices under this agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;

b. Any notice under this Agreement for Customer shall be addressed to address or electronic mailing address specified on the Order Form.
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c. Any notice under this Agreement for the Company shall be forwarded to the following address or electronic mailing address specified on the Order Form.
STAPLE AI PTE. LTD
6 Raffles Quay #011-07 Singapore 048580
Attn: Legal Department
E-mail Address: support@staple.io

a. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

b. This Agreement can be modified only by a written amendment signed by the parties.
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c. Failure to enforce any provisions of this Agreement shall not constitute a waiver.
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d.If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable.

e. The section headings of this Agreement are for convenience only and have no value for interpretation of this Agreement.

The following provisions survive termination or expiration of this Agreement: CONFIDENTIALITY, LIMITATION OF LIABILITY, GOVERNING LAW, and FINAL PROVISIONS.

Don't hesitate to contact us if you have any questions.
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Via Email: hello@staple.io
‍Via this Link: staple.io