/ Terms of Service

1.1 Synttro Technologies Pte Ltd (“we”, “us”, “our”, “Synttro Technologies”, “Synttro”, “START”, “Application Provider” and/or “service provider”] offers a variety of team productivity, collaboration, and organisational tools to create, plan, and manage enterprise teamwork activities that are available online, including via mobile application(s) for Google Android and Apple IOS devices (the “Mobile Application(s)”) and websites, including but not limited to www.synttro.com or https://start.synttro.com/user/login or any other login page (the “Website(s)”), and collectively referred to as the “Services”.

1.2 When we say “you”, “user”, “member” or “subscriber”, we are referring to the person or entity that is accessing the Services and/or registered with us to use any of the Services.

1.3 Your written comments, information and other materials submitted to us in any mode for the purposes of sharing such feedback with us, other users and/or the public, including through the Services which may have certain features that allow you to submit such comments, information and other materials to us are collectively referred to as “Feedback”.

1.4 When we say “User Content”, we are referring to the content created, submitted, shared and/or otherwise made available by you in relation to or associated with the Services, which includes but are not limited to Feedback, created tasks, information, text, files and other materials, and such User Content is subject to the Terms as set forth herein unless otherwise agreed in writing between you and us.

1.5 The features and functionalities of the Services available to users are determined by the specific terms agreed to between Synttro and the organisation (e.g., your employer or another entity or person, called the “Customer”) that entered into a separate agreement that governs delivery, access and/or use of the Services (the “Customer Agreement”).

1.6 When we say “account administrator(s)”, we are referring to the billing owner(s) or administrator(s) of the Customer or if the Customer has otherwise confirmed in writing that a certain person or entity has the authority to make decisions on behalf of the Customer.

1.7 The list of email addresses of certain persons or entities that a user has added, or other contact information of certain persons or entities whom a user intends to invite to register as a user in respect of a project, including but not limited to all information relating to the contact information is called a “Collaboration List”.

2.1 To use the Services, you must be, and represent and warrant that you are, at least 18 years of age and competent to agree to the Terms. If Synttro has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

3.1 The Services are owned and operated by us and contain materials (including but not limited to all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by us and/or our suppliers, affiliates or licensors, as well as other sources, and are protected by copyright laws, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected and arranged by us and our suppliers, affiliates or licensors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute our and/or such others’ valuable intellectual property. You agree to notify us immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorised use of any material contained in or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

3.2 Subject to the Customer Agreement, your compliance with our Privacy Policy and the Terms (unless otherwise agreed by parties in the Customer Agreement) and only in a manner that complies with all legal requirements that apply to you or your use of the Services, you are granted a limited, non-exclusive, non-sublicensable, non-transferable and revocable licence to access and use the Services for users authorised by the Customer, where such licence will include any upgrades provided by us that replace and/or supplement the original or an older version of the Services, unless such upgrade is accompanied by a separate licence granted to you, in which case the terms of that licence will govern. The terms of this license will govern any upgrades provided by the Application Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate licence in which case the terms of that licence will govern. We may revoke this licence at any time, in our sole discretion.

3.3 To access the Services, you must register for a Synttro account by creating a user name and password. You agree to provide us with accurate, complete and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.

3.4 If you are an account administrator, you represent and warrant that you are authorised to make decisions on behalf of the Customer and agree that Synttro is entitled to rely on your instructions.

3.5 You are responsible for notifying us at support@ec2-18-140-66-66.ap-southeast-1.compute.amazonaws.com if you become aware of any unauthorised use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. We will not be liable for any loss, damages, liability, expenses or lawyers’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorisation, and regardless of whether you have or have not advised us of such unauthorised use. You will be liable for losses, damages, liability, expenses and lawyers’ fees incurred by us or a third party due to someone else using your account. In the event that account administrator(s) or the Customer loses access to an account or otherwise requests information about an account, we reserve the right to request from the account administrator(s) or the Customer any verification that we deem appropriate and/or necessary at our sole discretion before restoring access to or providing information about such account.

3.6 You are solely responsible for the content of all data you input, store or retrieve from your account and/or from any part of the Services. You agree to abide by all applicable local and international laws and regulations in connection with the Services.

3.7 You agree, without limitation, that you cannot and shall not, without our prior written consent:

3.7.1 distribute, share or make the link to the Services available over a network where it could be used by any third party;

3.7.2 transfer your account in respect of the Services in any format to any third party;

3.7.3 rent, lease, lend, sell, redistribute or sublicense the Services in any format to any third party; and

3.7.4 copy (except as expressly permitted in writing by us), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the terms governing use of any open-sourced components included with the Services).

3.8 You agree, without limitation, not to use the Services to:

3.8.1 send junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

3.8.2 send unlawful, defamatory, threatening, pornographic, abusive, libelous, or otherwise objectionable messages of any kind or nature;

3.8.3 store or transmit any file containing (i) unlawful, defamatory, threatening, pornographic, abusive, libelous, or otherwise objectionable material of any kind or nature; (ii) any material that encourages conduct that could constitute a criminal offense; and/or (iii) any code or material that violates the intellectual property rights or rights to publicity or privacy of others;

3.8.4 transmit any material that contains software viruses or other harmful or computer code, files or programs;

3.8.5 interfere with or disrupt servers or networks connected to the Services or violate the regulations, policies or procedures of such networks;

3.8.6 access or attempt access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means;

3.8.7 harass or interfere with other users of the Services;

3.8.8 abuse the bandwidth usage within the Services; and

3.8.9 carry out any unlawful or fraudulent activities.

3.9 You agree, without limitation, unless otherwise stated in writing and/or our Privacy Policy:

3.9.1 to the terms in our Privacy Policy accessible at www.synttro.com that sets out how we collect, use and disclose the data we collect from and about you, and which may be updated from time to time at our sole discretion, with or without notice to you;

3.9.2 to receive notices and any other communication from us in respect of the Services by electronic mail (e-mail), including but not limited to project notices, confirmation, updates and introduction of new services. You may use e-mail to contact us about inquiries, maintenance and/or problem resolution issues. As e-mail may not be a secure method of communication, we recommend that you do not send confidential, personal or financial information by e-mail. There may be times when you need to speak with someone immediately (for example, to report lost or stolen Login credentials). In these cases, do not use e-mail. Instead, call us at + 65-6910-0292;

3.9.3 to us collecting and using technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you, as the case may be, related to the Services. We may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you; and

3.9.4 to take reasonable precautions to protect any business, technical or financial information relating to any user’s business in the course of accessing and/or using the Services where such information includes but are not limited to non-public information regarding features, functionality and performance of the Services and non-public data provided by that user or the Customer to us to enable us to provide the Services to you (hereinafter referred to as “Proprietary Information” of the user disclosing such information), and not to use (except in accessing and/or using the Services or otherwise permitted in writing) or divulge to any third party any such Proprietary Information.

3.10 In addition to any other remedies that may be available to us, we reserve the right to take any remedial action that we deem necessary, including immediately suspending or terminating your account or your access to the Services, with or without notice, and without liability to us should you fail to abide by the Terms or if, in our sole discretion, such action is necessary to prevent disruption of the Services for other users. We reserve the right to notify the Customer’s account administrator(s) or other Customer representative(s) of any violations of the Terms.

4.1 Insofar as we are concerned and unless otherwise stated and/or acknowledged in writing by us, all User Content is owned by the Customer(s) and/or the user(s).

4.2 The Customer(s) and the user(s) acknowledge and agree that they have all required rights to the User Content submitted or otherwise used in relation to the Services, without violation of any third-party rights. The Customer(s) and the user(s) understand that we do not control, and we are not responsible for any User Content, and that by using the Services, the Customer(s) and the user(s) may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. The Customer(s) and/or the user(s) jointly and severally agree that they will indemnify, defend, and hold us harmless for all claims and costs resulting from any User Content. We reserve the right, to assume the exclusive defence and control of such disputes, and in any event the Customer(s) and the user(s) will cooperate with us in asserting any available defence. In such event, the Customer will indemnify, defend, and hold us harmless for all claims and costs.

4.3 We maintain a limited and non-transferrable (except in connection with the sale or transfer or any other dealing, including licensing, of our business) licence granted by the Customer(s) and the user(s) to access, use, copy, reproduce, process, adapt, publish, transmit, host and display User Content, subject to our Privacy Policy, for the following limited purposes: (i) to maintain, provide and improve the Services; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such User Content is in violation of the Customer Agreement or the Terms; (iv) to comply with a valid legal subpoena, request or other lawful process; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer. We reserve the right to remove any User Content on the Services that violate the Terms or that is otherwise objectionable for any reason, with or without notice to you, at our sole discretion.

4.4 By submitting any Feedback to us, you grant us a licence to access, use, copy, reproduce, process, adapt, publish, transmit, host and display that Feedback for any purpose (including in testimonials or other Synttro marketing materials and where required to do so by law or in good faith to comply with legal process). We reserve the right to remove any Feedback posted in public forums for any reason, with or without notice to you, at our sole discretion.

5.1 We are not liable and not to be held accountable by you for any loss of data in respect of the Services under all circumstances, including but not limited to the loss of user files. You and the Customer, acknowledge that all rights to hold us accountable for any and all technical errors are waived and/or forfeited.

5.2 All activities made by users in respect of the Services are between the users performing file or information sharing only, and/or with applicable third-parties insofar as the Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including but not limited to websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We are not an agent of any user or such third-parties. Any such activities, and any terms associated with such activities, are solely between you and/or the other user(s) and/or the third-parties.

5.3 We are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and/or the other user(s) and/or the third-parties. Should you have any problems arising or resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible.

5.4 We intend for the information contained on the Mobile Applications and the Websites to be accurate and reliable; however, errors sometimes may occur. Further, we may at our sole discretion make changes and improvements to the information provided on the Mobile Applications and the Websites at any time. We provide the Services “as is,” “with all faults” and “as available,” and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you and the Customer.

5.5 To the maximum extent permitted by applicable law, we, our affiliates, resellers, distributors, service providers and/or suppliers (each, our “Collaborator”, and collectively, our “Collaborators”) make no representations, warranties or conditions, express or implied. We disclaim any and all such warranties or conditions, express, statutory and implied, including without limitation (i) warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, accuracy, title, quiet enjoyment, no encumbrances, no liens and non-infringement; (ii) warranties or conditions arising through course of dealing or usage of trade; and (iii) warranties or conditions that access to or use of the Services will be uninterrupted or error-free. There are no warranties that extend beyond the Terms, unless otherwise agreed by parties in writing.

5.6 We may change or modify or suspend or discontinue or delete certain features at our sole discretion the Services (or any part thereof), temporarily or permanently, at any time and for any reason, with or without notice to you and/or the Customer, unless as otherwise agreed by parties in writing. You agree that we shall not be liable to you or the Customer or to any third party for any such change, modification, suspension, discontinuance or deletion of the Services, unless as otherwise agreed by parties in writing.

5.7 To the maximum extent permitted by applicable law, we are not responsible or liable for (i) any content, including without limitation, any infringing, inaccurate, obscene, indecent, threatening, offensive, defamatory, tortious, or illegal content; or (ii) any third- party conduct, transmissions or data.

5.8 To the maximum extent permitted by applicable law, we are not responsible or liable for (i) any viruses or other disabling features that affect your access to or use of the Services; (ii) any incompatibility between the Services and other web sites, services, software and/or hardware; (iii) any delays or failures you may experience in initiating, conducting or completing any activities in connection with the Services in an accurate or timely manner; (iv) any loss of user data, including without limitation, damaged or lost user files, through use of the Services, including without limitation, the desktop software; or (v) any damages or costs of any type arising out of or in any way connected with your use of any software and services available from third parties through links.

5.9 We are not liable under any circumstances for any costs, loss, expenses and/or damages, including without limitation any indirect, consequential, special, incidental, punitive damages or resulting damages arising out of, based on, or resulting from the Terms or your use of the Services, even if you have been advised of the possibility of such damages. The exclusion of costs, loss, expenses and/or damages set out herein is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the costs, loss, expenses and/or damages arise from (i) breach of contract; (ii) breach of warranty; (iii) negligence; or (iv) any other cause of action; and to the extent such exclusion and limitations are not prohibited by applicable law. If you are dissatisfied with the Services; you do not agree with any part of the Terms; and/or you have any other dispute or claim with or against us with respect to the Terms or the Services, then your sole and exclusive remedy is to discontinue using the service. In the event that, notwithstanding the foregoing disclaimers and indemnification, we are found responsible to any user for any reason whatsoever, our responsibility shall be limited to the amounts actually paid by such user for the Services, and shall not include costs, loss, expenses and/or indirect, consequential, special, incidental, or punitive damages or resulting damages of any nature.

5.10 If you believe that any of your intellectual property has been misused in a way that constitutes infringement under the applicable laws, please provide us the written information specified below by email to support@ec2-18-140-66-66.ap-southeast-1.compute.amazonaws.com for our response to you within 30 days from the date of our receipt of your email: (i) An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest; (ii) A description of the intellectual property that you claim has been infringed upon; (iii) A description of where the material that you claim is infringing is located on the Services; (iv) Your address, telephone number and e-mail address; (v) A statement by you that you have a good-faith belief that the disputed use is not authorised by the intellectual property owner, its agent or the applicable law; (vi) A statement by you, made under penalty of perjury, that the above information provided to us is accurate and that you are the intellectual property owner or authorised to act on the intellectual property owner’s behalf. You agree that your sole remedy is for us to remove such intellectual property and you shall not be entitled to costs, loss, expenses and/or indirect, consequential, special, incidental, or punitive damages or resulting damages of any nature.

6.1 You agree to indemnify, defend and hold harmless, us, our affiliates, and our respective officers, directors, employees, agents, licensors, representatives and third-party providers, to and from and against all losses, expenses, damages and costs, including reasonable lawyers’ fees, resulting from any violation of the Terms by you. We reserve the right to assume, the exclusive defence and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defence and you shall fully indemnify us as set out above and for our costs including reasonable lawyers’ fees.

7.1 We reserve the right to terminate without notice your password, account or use of the Services and delete any data within the Services, at our sole discretion, without cause and/or without notice to you, unless otherwise agreed in writing.

7.2 You may terminate your user account upon notice to us at any time, unless otherwise agreed in writing. Upon termination by us or at your direction, you may request a file of your data, which we will make available to you for a fee. You must make such request at the notification of termination to receive such file within thirty (30) days of termination, unless otherwise agreed in writing. Otherwise, any data you have stored on the services may not be retrieved, and we shall have no obligation to maintain any data stored in your account or to forward any data to you. Upon such termination you shall pay us in full all amounts due and would have been payable under the Customer Agreement, if the services had been rendered for the full term.

7.3 Your user account is subject to termination, unless otherwise agreed in writing, if (i) you do not engage in any activity in respect of the Services within sixty (60) days of registration; or (ii) you do not engage in any activity in respect of the Services for any period of sixty (60) consecutive days; or (iii) you fail to comply with any of the Terms. We will send you an email describing the situation and informing you that your account will be closed within seven (7) days unless you begin to use the account during that period. At the conclusion of that seven (7) day period, absent any such activity, we will close the account and any data which you may have stored in your user account will be deleted and will not be retrievable.

8.1 The Terms shall be governed by and construed in accordance with the laws of Singapore without regard to its conflict of laws provisions.

8.2 You expressly agree that exclusive jurisdiction for any claim or dispute with us or relating in any way to your use of the Services resides in the Singapore courts and you further agree and expressly consent to the exercise of personal jurisdiction in the Singapore courts in connection with any such dispute including any claim involving us or our affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and/or content providers, to the extent permitted by applicable law.

8.3 You can contact us at support@ec2-18-140-66-66.ap-southeast-1.compute.amazonaws.com if you have any complaints or disputes about the Services. You, the Customer and Synttro shall use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or other form of complaint. If we do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and Synttro arising out of, under, or related to the Services shall be submitted to the exclusive jurisdiction of the Singapore courts.

9.1 We, our successors and assigns, may assign or sublicense the Customer’s agreement and your agreement with us in respect of the Services, in whole or in part, at any time with or without notice to you and/or the Customer. You, the Customer, your successors and the Customer’s successors, cannot assign or sublicense your and the Customer’s agreement with us in respect of the Services, or any part of it, to any other party. Any attempt by you or the Customer or any such successor(s) to do so is void, except with our prior written consent.

9.2 If we fail to insist that you perform any obligations under the Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.

9.3 We may deliver notice to you by e-mail to your email address last updated in our records or posting a notice on or through the Service and such notice will be effective on the same date of notice, unless otherwise stated in writing by us.

9.4 If you give notice to us, it will be effective when received and you must use the following physical or email address:

160 Changi Road #03-09 Hexacube, Singapore 419728; OR support@ec2-18-140-66-66.ap-southeast-1.compute.amazonaws.com

9.5 If any part of the Terms is determined to be invalid or unenforceable pursuant to applicable law, the remainder of the Terms shall continue in full force and effect. A printed version of the Terms and of any Notice given in electronic form shall be admissible in all legal proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

9.6 No agency, partnership, joint venture or employment is created as a result of the Terms, and the Customer and you do not have any authority of any kind to bind us, our successors and assigns, in any respect whatsoever.

9.7 All rights not expressly granted herein are reserved.