- YOUR RELATIONSHIP WITH US
Welcome to Todo Master (“Todo Master”, “we”, or “us”), a cloud-based application integration and data linking technology services platform. (the “Platform”).
These User Terms of Service (these “Terms”) form an agreement between you and us and set forth the terms and conditions by which you may access and use the Platform via our website, (“Todo Master Site”). The Platform and its related websites, services, products, sub-applications within the Platform and content are collectively referred to herein as the service (“Services”). “You” refers to the individual who is using or accessing the Services including the individual user and the Authorized User defined in Section 3.
These Terms form a legally binding agreement between you and us. Please take the time to read them carefully.
- ACCEPTING THE TERMS
By accessing or using our Services, you confirm that you can form a binding contract with Todo Master, that you accept these Terms and that you agree to comply with them. You also agree to comply with our Acceptable Use Policy (as amended from time to time), which is hereby incorporated into these Terms. Both the Terms and Acceptable Use Policy apply to your use of the Services. Your access to and use of our Services may also be subject to additional terms which are made available to you from time to time. The terms and conditions of any additional agreement can be found directly on the Platform, on our website, or by request, and are incorporated herein by reference.
If you access or use the Services from within a jurisdiction for which there are separate supplemental terms, you also hereby agree to the supplemental terms applicable to users in each jurisdiction as outlined in the relevant “Jurisdiction-Specific” section below, and in the event of a conflict between the provisions of the Jurisdiction-Specific that are relevant to your jurisdiction from which you access or use the Services, and the rest of these Terms, the relevant jurisdictions’ Jurisdiction-Specific will supersede and control with respect to your use of the Services from that jurisdiction. Access to the Services from jurisdictions where the contents or practices of the Services are illegal, unauthorized or penalized is strictly prohibited. If you do not agree to these Terms, you must not access or use our Services.
You accept the Terms by accessing or using our Services. You understand and agree that we will treat your access to or use of the Services as acceptance of the Terms from that point onwards. These Terms are effective from the date you first access or use the Services unless earlier terminated in accordance with these Terms.
- INDIVIDUAL USER
You may access or use the Services as (1) an individual user.
For the individual user, you may employ the Services by registering a personal account and access the Services for personal use. By login or other proper operations, you may upload, review or delete the User Content or personal data in your sole discretion as permitted by law and these Terms.
- YOUR ACCOUNT WITH US
For the Services requiring an account to access, you must create an account as appropriate. When you create an account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us in order to keep such information current and complete.
It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must promptly notify us.
You agree that you are solely responsible (to us and others) for all activities that occur under your account. We reserve the right to disable your user account at any time if in our reasonable opinion you have failed to comply with any of the provisions of these Terms, including the provisions of our Acceptable Use Policy.
For certain Services that do not require an account to access, you agree to comply with these Terms for the use of that Services. We reserve the right to terminate your access to all or part of the Services at any time if in our reasonable opinion you have failed to comply with any of the provisions of these Terms, including the provisions of our Acceptable Use Policy.
If you no longer want to use our Services, and would like your account deleted, we can take care of this for you. Please contact us via our website, and we will provide you with further assistance and guide you through the process. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.
- YOUR ACCESS TO AND USE OF OUR SERVICES
As between you and Todo Master, content on the Services (except User Content), including the text, software, logos, patents, trademarks, service marks, copyrights, and “look and feel” of the Services, and all intellectual property rights related thereto (“Todo Master Content”), is either owned or licensed by Todo Master.
Subject to the terms and conditions of these Terms, we grant you a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Services and to access the Todo Master Content solely through your use of the Services. We reserve all rights not expressly granted herein in the Services and the Todo Master Content. You acknowledge and agree that we may terminate this license at any time for any reason or for no reason at any time.
You may access Todo Master Content for your use solely as permitted under these Terms. Use of Todo Master Content or materials from the Services for any purpose not expressly permitted by these Terms is strictly prohibited. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Todo Master Content for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.
You acknowledge that we have no obligation to pre-screen, monitor, moderate, review, or edit any User Content (as defined in paragraph 8 below). You further understand and acknowledge that, as the Services allow users to post their own User Content for viewing by other users, you may be exposed to content through the use of the Services that is offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal, equitable or other rights or remedies you have or may have against Todo Master with respect thereto.
You acknowledge that our automated systems may analyze content that you share with us including emails that you may choose to share through your use of Third Party Integrations to detect spam and malware including when content is sent, received and saved.
Your access to and use of the Services is subject to your compliance with these Terms and the Acceptable Use Policy.
We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason. Some of the reasons we may remove or disable access to content may include finding the content to be objectionable, in violation of these Terms, or otherwise harmful to the Services or our users.
If you elect to provide any feedback or comments to Todo Master related to the Services (“Feedback”), all such Feedback shall be the sole and exclusive property of Todo Master, and you hereby assign any right, title or interest you may have in such Feedback to Todo Master. Todo Master shall have the right to use and disclose such Feedback in any manner and for any purpose in Todo Master’s discretion without remuneration, compensation or attribution to you, provided that Todo Master is under no obligation to review, consider, or implement such Feedback.
Notwithstanding anything herein to the contrary, Todo Master may use and publish your testimonials and Feedback regarding the Services in publications, presentations and marketing assets used by Todo Master.
- USER CONTENT
Without prejudice to Section 3, users may be permitted to upload, post, submit, create or send digital information or materials (“User Content”) to or through the Services. Todo Master does not endorse any User Content submitted to or sent through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein.
Whenever you make use of a feature that allows you to upload or transmit User Content through the Services or allows you to make contact with other users of the Services, you must comply with the standards set out in Section 5 “Your Access to and Use of Our Services” above. You acknowledge and agree that any such User Content that you upload, transmit or otherwise make available through the Services does comply with those standards.
Note that other users may continue to use and allow other persons to use your User Content independently, even after such User Content has been deleted from the Services, for example, if the user has created copies of your User Content and stored such User Content on their own account.
You shall be solely responsible for your own User Content and the consequences of posting, submitting or sending your User Content on or to the Services. You further agree that you will not submit to the Services any User Content or other material that is contrary to applicable local, national, and international laws and regulations.
We accept no liability in respect of any content submitted by users of the Services.
We have the right to remove any User Content without prior notice if, in our opinion, your User Content does not comply with the Terms including the content standards set out in Section 5 “Your Access to and Use of Our Services” above.
If you wish to complain about information and materials uploaded by other users please contact us at email@example.com. Todo Master takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. It is Todo Master’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users of the Services who infringe copyrights or intellectual property rights of others.
- DATA PRIVACY AND SECURITY
We will use commercially reasonable efforts to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Personal Data. Notwithstanding the foregoing, we cannot guarantee any transmissions made on or through the Internet by you will be secure or confidential. You acknowledge and agree that any content or information you submit or transmit to us via the Internet (including but not limited to e-mails) are not protected by encryption, and may be vulnerable to interception during transmission.
You further acknowledge that if you elect to use the Services’ public features, any data provided therein may become publicly accessible.
- INTELLECTUAL PROPERTY RIGHTS
We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree not to use the Services to infringe any intellectual property rights, for example uploading or sharing copyrighted material of a third party without their consent. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Todo Master, its parent company, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representations and warranties under these Terms.
- EXCLUSION OF WARRANTIES
NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.
THE SERVICES ARE PROVIDED “AS IS” AND WE AND TODO MASTER’S LICENSORS MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM.
IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
- YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND
- DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
TO THE EXTENT PERMITTED BY LAW, NO CONDITIONS, GUARANTEES, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY OR FITNESS FOR PURPOSE) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR SERVICES FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
FOR THE AUTHORIZED USER, AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY OTHER AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT YOUR USE OF THE CUSTOMER’S WORKPLACE AND THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND YOUR USE OF THE CUSTOMER’S WORKPLACE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THESE TERMS IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, YOUR USE OF THE WORKPLACES OR ANY OTHER SERVICE OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.
- LIMITATION OF LIABILITY
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, WE AND TODO MASTER’S LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
- (I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (II) ANY LOSS OF GOODWILL OR BUSINESS REPUTATION; (III) ANY LOSS OF OPPORTUNITY; (IV) ANY LOSS OF DATA SUFFERED BY YOU; OR (V) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THIS USER TERMS OF SERVICES IS TEN DOLLARS ($10) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
- ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
- ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
- YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR
- YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICES, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
- DATA USAGE
Using the Services on mobile applications may use some of your data allowance available on the data plan to which you have subscribed with your mobile network operator. International usage may lead to significantly higher costs than regular usage, and you are solely responsible for keeping yourself informed and paying for any possible charges levied by your mobile network operator.
- OTHER TERMS
A. CHANGES TO THE TERMS
We may amend these Terms from time to time, including, for instance when we update the functionality of our Services or when there are regulatory changes. We will use commercially reasonable efforts to provide reasonable notice to all users of any material changes to these Terms, such as by e-mail and/or placing a notice on our Platform. However, you should look at the Terms regularly to check for such changes. Your continued access to or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using all any other Service.
B. APPLICABLE LAW AND JURISDICTION.
These Terms, including the acceptable use policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the contract, without regard to conflicts of laws rules or the united nations convention on the international sale of goods. The arbitration set forth in the contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the user terms, including the acceptable use policy, or its formation, interpretation or enforcement. All references to ‘Todo Master,’ ‘we’ or ‘us’ under these Terms, what law and arbitration will apply in any dispute or lawsuit arising out of or in connection with these Terms, depend on your role as individual user. For the individual user, it depends on where you are domiciled.
B1. REST OF THE WORLD ARBITRATION
Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which SIAC Rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
C. ENTIRE AGREEMENT.
D. NO WAIVER.
Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right in these Terms.
We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Services. You should use your own virus protection software.
If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.
G. NO ASSIGNMENT.
You may not assign any of your rights or delegate your obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of us. We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
H. RIGHTS OF THIRD PARTIES
A person or entity who is not a party to these Terms shall have no right under the Singapore Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any term of these Terms, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause 17(H) shall affect the rights of any permitted assignee or transferee of these Terms.
- SUPPLEMENTAL TERMS – JURISDICTION-SPECIFIC
If you are using our Services in Indonesia, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail.
Accepting the Terms. By participating in the Services, you represent that you are at least 21 years of age or married or not under guardianship. If you are below 21 years old and you are not married, your account must be opened under the name of your parent(s) or guardian(s). Further, you represent and warrant that you have obtained consent from your parent(s) or legal guardian(s) unless you indicate otherwise. By consenting, your parent(s) or legal guardian(s) are agreeing to take responsibility for: (i) all your actions in connection with your access to the Services; (ii) any fees or charges associated with your use of any of the Services (as applicable); (iii) your compliance with this Terms; and (iv) ensuring that any of your participation in Services will not, in any event, result in any violation of applicable laws and regulations relating to child protections. If you do not have consent from your parent(s) or legal guardian(s) and your parent(s) or guardian(s) is not willing to open the account under their name, you must cease accessing the Services.
Limitation of Liabilities. No limitation of liabilities set out in Section 12 (Limitation of Liability) above shall not be applicable to the extent any loss or damage is incurred by you as a result of our willful misconduct or negligence.
Language. These Terms has been prepared in the English language and Indonesian language. In the event of any inconsistency or different interpretation between the English text and Indonesian text, the English text shall prevail and the relevant Indonesian text shall be deemed to be automatically amended to conform with and to make the relevant Indonesian text consistent with the relevant English text. Each party acknowledges that it has read these Terms and understands its content and that these Terms have been entered into freely and without duress. You acknowledge that you fully understand the language and the content of these Terms, and you agree that you will not use the provisions under Law of the Republic of Indonesia No. 24 of 2009 on Flag, Language, State Emblem and National Anthem or any of its implementing regulations to invalidate these Terms.
South Korea. If you are using our services in South Korea, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail.:
- Applicable Law and Jurisdiction. Notwithstanding Section 14B above, for individual users, these Terms, their subject matter and their formation, are governed by Korean law. Individual users and we both agree that courts of Korea will have exclusive jurisdiction.
- Limitation of Liabilities. No limitation of liabilities set out in the above Sections shall be applicable to the extent any loss or damage is incurred by you as a result of our wilful misconduct or negligence.
- Parental and Guardian Consent. If you are over the age of 14 but under the age of 19, you declare that you have the consent of your parent or legal guardian to receive the Services or to register an account for the Services.
- Change to the terms. Notwithstanding Section 14A above:
- We amend these Terms from time to time to the extent that is permitted by the applicable laws.
- In the event we amend these Terms, we will notify you of the effective date of the changes and the reasons for applying the amendments through a notice to be posted on the landing page of our website or the splash screen of our mobile app, starting at least 7 days before the effective date of the new Terms until the day before the effective date; provided, however, in the event of any amendments that are material or will be disadvantageous to you, we will make reasonable efforts to provide prior notice to you, and the new Terms shall take effect at least 30 days after the amendment. However, any changes related to the new functions of the service that benefit users or for legal reasons may be effective immediately.
- If you fail to explicitly express your objection to the amended Terms even though we notified you that your failure to do so within the above advance notification period will be considered as an acceptance of the changes, you will be considered to have agreed to the new Terms.
- Your Use of Our Services. Notwithstanding Section 5 above, we will not remove or disable access to content without your consent or any legal basis unless we find the content objectionable, in violation of these Terms or otherwise harmful to the Services or our users.
- Prior Notification of Service Restrictions, etc. In the event we implement changes that are unfavourable to you (including our suspension or restriction of the availability of our Services), we will notify you in individually of the reason for the action without delay. However, in the event that individual notice is prohibited for legal reasons or is reasonably deemed to cause harm to third parties and our affiliates (e.g., if the notification violates the laws and regulations or the order of the regulatory authorities, if it interferes with any investigations, if it damages the security of our Services, etc.), the notification may not be issued.
If you are using our Services in India, the following additional terms apply. In the event of any conflict between the following additional terms and the provisions of the main body of these Terms, the following terms shall prevail. These English Terms shall take precedence and prevail over the terms in other languages in the event of an inconsistency.
- Your access to and use of our Services. You may not use the Services to upload, transmit, distribute, store or otherwise make available in any way (including for the purposes of creating and/or streaming content) any User Content that:
- is obscene, pornographic, paedophilic;
- is relating to or encouraging money laundering or gambling, or otherwise any activity that is unlawful in any manner whatsoever;
- harms minors in any way;
- deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; or
- threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
- Indemnity. In the event you are required to indemnify us pursuant to these Terms or any order or ruling of a court of law, you will obtain all necessary approvals and consents from regulatory authorities for the remittance of such amount to us.
- Grievance Officer for India. A compliant or other issue faced by a user of our product may be submitted through email at the below address. The complaint should provide: (i) username of the relevant account holder (ii) specific content/video that is of concern and (iii) reason(s) for such a takedown request. Email is at firstname.lastname@example.org.