Terms Of Service

Intro

TeamRolodex is a Brand of TrustSphere Pty Ltd www.trustsphere.com.

All services contracted with TeamRolodex are contracted with TrustSphere. Unless otherwise provided for in a current signed Agreement between You and TrustSphere this Agreement applies to the TrustSphere Services as specified on the Order Form as defined hereunder and as found on www.Teamrolodex.com, including addenda and supplements thereto and which are incorporated into this Agreement.

THIS AGREEMENT GOVERNS YOUR USE OF OUR SOFTWARE AND SERVICES.

IF YOU REGISTER FOR A COMPLIMENTARY PRODUCT, FREE TRIAL OR PROOF-OF-CONCEPT FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT COMPLIMENTARY PRODUCT, FREE TRIAL OR PROOF-OF-CONCEPT.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, SUBMITTING AN ORDER FORM OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE OR SERVICES.

This Agreement was last updated on 8 October 2016. It is effective between You and TRUSTSPHERE (US) as of the date of You accepting this Agreement.

1. Definitions

“Aggregated Anonymous Data” means the data collected by the Services and aggregated with other data so that it is non-personally identifiable with respect to You or any of Your users

“Agreement” means this Terms of Service document.

“Order Form” means an ordering document or online order specifying the Services (including free trails) to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto.

“Party” and “Parties” means either TrustSphere and / or You as described in the definition section who are agreeing to be bound by these terms of service.

“Purchased Services” means Services that You purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“Services” or “Service” means the Teamrolodex services that are ordered by You under an Order Form or provided to You under a free trial, and made available by Us. Services exclude content and services from Third Party Providers and their applications.

“Teamrolodex” is a brand of TrustSphere and You agree that all services provided by and data supplied Teamrolodex is a service provided by and data submitted to TrustSphere

“Third Party Providers” means a Web-based, mobile, offline or other software application functionality that is used by You or provided by a third party and interoperates with a Service, including, any application that is developed specifically by or for You.

“TrustSphere”, “We,” “Us”, “Our” or “Teamrolodex” means TrustSphere Pte Ltd, located at 3 Phillip Street, #13-03 Royal Group Building, Singapore, 048693. TrustSphere Pte Ltd. is a registered Singapore company (Registration No. 200614342Z).

“TrustSphere IP” means all copyright, trademarks, designs, patents, circuit layout rights, know-how, trade secrets, trade, business or company names, domain names and related registration rights and all other intellectual property rights in the Services, including any modifications which are owned by TrustSphere and its licensors.

“Warranty Period” means a period of ninety (45) days from the date the Services is first delivered to You.

“You”, “Your” or “Yourself” means you as an individual or the company or other legal entity for which you are accepting this Agreement of that company or entity which have signed the Order Forms.

“Your Data” means electronic data and information submitted by or for You to the Services, but excludes Aggregated Anonymous Data.

2. Free Trial and Complimentary Terms

If You engage with Us for a free trial or Complimentary Product, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web pages for the Services You sign into to, or install. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL.

NOTWITHSTANDING CLAUSE 5 (WARRANTIES, EXCLUSIVE REMEDY AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

By submitting an Order Form, you acknowledge that Teamrolodex is a Beta Service and that the purpose of the Beta period is to engage customers and trial Teamrolodex services and processes. As such, you acknowledge that while we will take all reasonable steps to provide the service you have requested there may from time-to-time be interruptions  or inconsistency of service for which there is no recourse.

3. Use of Services

3.1. TrustSphere responsibilities.

We will (a) make the Services available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable TrustSphere standard support for the Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available twenty-four (24) hours a day, seven (7) days a week, except for: (i) planned downtime (of which We shall give advance electronic), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, Internet service provider failure or delay, third party application, or denial of service attack.

3.2. Protection of Your Data.

We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.

3.3. Your responsibilities.

You shall (i) be responsible for users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify TrustSphere promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the any guides, documentation and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than yourself and/or Your users, (b) sell, resell, rent or lease the Services, (c) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (d) attempt to gain unauthorized access to the Services or their related systems or networks, (e) use the Services to conduct comparative or competitive analyses, including benchmarking; (f) reverse engineer, decompile, reverse compile, reduce to human readable form or otherwise access the source code of the Services; (g) build a competitive product or service; or (h) remove or otherwise tamper with any proprietary notices contained on or in the Services. You shall not, either directly or indirectly alter, revise, enhance, customize or otherwise change or modify the Services or any part thereof without Our prior written consent, which consent may be withheld in the sole and absolute discretion of TrustSphere. If consent is given, and unless the parties agree otherwise, You shall deliver to Us all such alterations, revisions, enhancements, customisations, changes or modifications and an assignment of all copyright or other intellectual property interest and waiver of any moral rights that You or any other person may have in same.

4. Ownership

4.1. Reservation of Rights in the Services.

TrustSphere IP is protected by copyright laws and the laws protecting trade secret, other intellectual property rights and confidential information. You are granted license rights in Services, limited to those expressly stated in this Agreement. Except as otherwise expressly provided by any open source license, You must not do anything to jeopardize TrustSphere’ or its licensors’ rights in the TrustSphere IP including to (i) copy, modify, merge, or transmit TrustSphere IP; (ii) register or attempt to register any competing intellectual property rights to the TrustSphere IP; (iii) delete or tamper with any proprietary notices on or in the TrustSphere IP, (iv) take or use any action that diminishes the value of any trademarks included in the TrustSphere IP, or (v) use the Services in violation of applicable law. These restrictions are in addition to those stated in Clause 3 (Use of Services).

4.2. Proprietary rights to Your Data.

Subject to the limited rights granted by You hereunder and Clause 4.3, TrustSphere acquires no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein.

4.3. Use of Aggregated Anonymous Data.

You acknowledge and agree that the collection by Us of Aggregated Anonymous Data is critical to maintaining the functionality of the Services and that We are free to use Aggregated Anonymous Data in any manner in order to deliver and/or improve Our products and services.

5. Warranties, Exclusive Remedy and Disclaimers

5.1. Subject to payment of fees.

(a) TrustSphere warrants to You that Services will perform the material functions described in the applicable specifications and indicated on the Order Form pursuant to which it was provided throughout the Warranty Period. (b) Where there is any upgrade which materially affects the functionality of the Services (“a Material Upgrade”) then the Warranty Period shall be extended to include a period of thirty (30) days from the date of each such Material Upgrade being made available to You and such period will expire on the date prior to the next Material Upgrade being made available if a Material Upgrade occurs within the last thirty (30) days of the initial ninety (90) days Warranty Period or the thirty (30) day Warranty Period from the last Material Upgrade.

5.2. Warranty exclusions.

TrustSphere is not obligated to correct errors caused by unauthorized alteration, modification or correction to Services, by using Services other than as described in the documentation or user manuals for the Services, for abuse, misuse or improper installation, by non-TrustSphere Services, by combining Services with any hardware or Services not authorized by TrustSphere in writing or by a change in Your computing environment that would affect the Services.

5.3. Exclusive Remedy.

Your sole and exclusive remedy and Our entire liability for Services nonconformity in breach of the foregoing warranty will be: (a) correction of Services errors causing the nonconformity; or (b) if We determine that we are unable to make the Services operate as warranted using commercially reasonable efforts, We will refund an equitable portion of the fees paid for the Services and terminate the license and Agreement to the Services.

5.4. Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS OR THIRD PARTY.

6. Limitation of Liability

6.1. YOU ACKNOWLEDGE AND AGREE THAT NEITHER TRUSTSPHERE NOR ITS AFFILIATES, OFFICERS OR EMPLOYEES ASSUME ANY DUTY OF CARE TO YOU OR ANY OTHER PERSON WITH RESPECT TO THE SERVICES AND YOU AGREE THAT THEY HAVE NO LIABILITY WHATSOEVER TO YOU (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY) AND YOU SHALL HAVE NO REMEDIES AGAINST THEM WITH RESPECT TO THE SERVICES, THE DOCUMENTATION, THE WORK PRODUCT OR THE PROFESSIONAL SERVICES OR ANY USE OR RELIANCE OF THE SAME MADE BY YOU OR ANY PERSON THROUGH YOU, INCLUDING WITHOUT LIMITATION ANY LOSS RESULTING FROM REJECTION OR ACCEPTANCE OF EMAIL OR DECISION MADE IN RESPECT OF ANY RELATIONSHIP ADVISED OR OMITTED ON THE BASIS OF THE SERVICES AND CUSTOMER DATABASE. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), LIABILITY TO THIRD PARTIES OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY, EVEN IF TRUSTSPHERE HAS BEEN INFORMED OF POSSIBILITY OF LIABILITY, SUCH LIABILITY IS SPECIFICALLY EXCLUDED. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICES AND DOCUMENTATION NECESSARY TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE USE AND RESULTS OF THE SERVICES OR WORK PRODUCT. IN ANY EVENT, EACH PARTY’S TOTAL LIABILITY FOR ANY DIRECT LOSS, COST, CLAIM OR DAMAGES OF ANY KIND RELATED TO THE RELEVANT ORDER FORM SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY YOU TO TRUSTSPHERE UNDER SUCH RELEVANT ORDER FORM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN TRUSTSPHERE AND YOU AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO TRUSTSPHERE. HOWEVER, THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS ARISING AS A RESULT OF AN INFRINGEMENT OF TRUSTSPHERE’S INTELLECTUAL PROPERTY RIGHTS, OR A BREACH OF CLAUSE 8 (INDEMNIFICATION) OF THIS AGREEMENT, OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS.

6.2. Nothing in this Agreement excludes or restricts either party’s liability for (i) death or personal injury resulting from its negligence or its employees’ negligence while acting in the course of his or her employment or (ii) any other liability which cannot be excluded or limited by applicable law.

7. Confidentiality

7.1. Each party must keep each other’s Confidential Information confidential, using commercially reasonable measures but in no event less than the same degree of care used to protect its own Confidential Information, unless authorised by the other party to disclose it. Confidential Information means information that, at the time of disclosure, is clearly marked as confidential or in the circumstances would be considered to be confidential. As to TrustSphere, Confidential Information includes, without limitation, the Services, related documentation, specifications, pricing, disclosures in connection with Professional Services or Technical Support and the terms and conditions of this Agreement. As to You, Confidential information includes the Email and other communications message or metadata. Confidential Information shall remain the sole property of the disclosing party or its licensors. TrustSphere may disclose Confidential Information to such of its employees, contractors, advisors and consultants as need to know the information in order to perform obligations under this Agreement.

7.2 This Clause 7 does not apply to any information that (i) is now, or subsequently becomes, through no act or failure to act on the part of receiving party (the “Receiver”), generally known or publically available; (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver’s records; (iii) is subsequently provided to the Receiver by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure.

8. Indemnification

8.1 Subject to Clause 4 (Ownership) and the exceptions in this Clause 8, if a third party makes a claim against You that the Services, Documentation or Work Product infringes that party’s patent rights or copyright (‘IP Claim’), We will provide the following recourse (which, to the extent permitted by applicable law, comprises Your sole and exclusive remedy against Us for IP Claims): (a) We will defend or settle the IP Claim at our option and cost, and pay to You the amount of damages, losses and costs finally awarded (or settled with our written consent), provided that You (i) promptly notify Us of the IP Claim (ii) allow Us to solely manage the defence and settlement of the IP Claim; (iii) fully co-operate with and assist Us. (b) We will, at our option and cost, do any of the following in relation to Services which is or We consider is likely to be the subject of an IP Claim: (i) secure the rights for You to continue to use the Services without infringement or (ii) modify the Services so that it is not infringing or replace it with something that has similar functionality to the Services. If neither option is reasonably possible, We will provide You with a refund.

8.2 The above remedies will not apply to (a) any open source software or (b) otherwise to any Services that You have, or any person on Your behalf has: (i) modified or combined with any third party product not resold and authorized or approved by Us, (ii) used outside the stated standard operating environment for the Services or for an unauthorized purpose or (iii) failed to use a more recent version of the Services that was available to You and would have avoided the infringement or where the IP Claim arises due to any material or item that You own or have sourced from a third party Yourself.

9. Term and Termination

9.1. Term of Agreement.

This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

9.2. Term of Service for Subscriptions.

The term of each subscription shall be as specified in the applicable Order Form.

9.3. Termination.

Either party may terminate this Agreement or any Order Form immediately by written notice if the other party: (a) commits a non-remediable material breach; (b) commits a remediable breach that is not remedied following 30 days’ notice by the non-breaching party; (c) ceases operation without a successor; or (d) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. If We terminate an Order Form under this Agreement because of non-payment by You, all unpaid fees for the remainder of the Subscription Term immediately fall due for payment.

9.4. Processing data after termination or subscription period.

To allow for late renewals, and to provide for uninterrupted data analysis; after the final expiry date of subscription to the Services, We will continue to accept and process Your Data for a period of ninety (90) days, after which we will stop accepting and processing Your Data. You should take all necessary steps, as per the documentation provided, to stop or re-configure services that send Your Data to Us. Following early termination of this Agreement, We may take immediate steps to stop accepting and processing Your Data.

9.5. Data retention and deletion.

We will delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited, either upon written request from You, or ultimately after one hundred and eighty (180) days after the last subscription expiry date. Following early termination of this Agreement and unless legally prohibited, we may delete Your Data before one hundred and eighty (180) days has passed.

9.6. Data recovery.

For a period of sixty (60) days after Your Data has been deleted, under normal circumstances and unless legally prohibited, it should be possible to restore Your Data from our backup repositories, after which time the data is permanently destroyed. Because this process requires manual intervention and time to perform the recovery, there will be a cost for this service – in such circumstances, please contact Us for a quotation.

10. Governing Law

This Agreement shall be governed by the laws of the Republic of Singapore. To the maximum extent allowed, the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act shall not apply.

11. General Terms

11.1. Entire Agreement and Order of Precedence.

This Agreement is the entire agreement between You and Us regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is superseded by these terms of service. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2). the applicable Order Form

11.2. Assignment.

TrustSphere may assign any of its rights or obligations hereunder at our sole discretion. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without TrustSphere’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.3. Changes to this Agreement.

TrustSphere reserves the right to change its Terms of Service (this Agreement) from time to time and at its sole discretion. The latest agreement as published on www.trustsphere.com governs the relationship between the parties.