This is an agreement between you or the entity you represent (hereinafter “You” or “Your”)

AND

Desygner Pty Ltd having an address at Level 6/64 Ferny Avenue, Surfers Paradise, Gold Coast, QLD 4217, Australia governing your use of all our iOS and Android mobile applications;

AND

Desygner Pte. Ltd. having an address at 68 Circular Rd, #02- 01, 049422, Singapore governing Your use of our websites, products and content at desygner.com and webrand.com as well as our regional domains as may be utilised by us at anytime

AND

The Privacy Policy of the Desygner website, which is currently available at Privacy Policy - Desygner, defines ‘Company’, ‘We’, ‘Us’ and ‘Our’ as Desygner Pte Ltd and Desygner Pty. Ltd. It provides that the Australian Company (Desygner Pty Ltd) is the Data Controller for our iOS and Android mobile applications for the purposes of the GDPR, and that the Singaporean Company (Desygner Pte. Ltd.) is the Data Controller for Your use of our websites, products and content at desygner.com and webrand.com as well as our regional domains as may be utilised by us at anytime, for the purposes of the GDPR.

We refer to all of these products as “Services” in this policy. These Terms of Use affect your legal rights and obligations (hereinafter, you and Desygner may sometimes be collectively referred to as the “Parties” and each individually as a “Party”).

If you do not agree to be bound by all of these Terms of Use, do not access or use the service and products we provide. By accessing our Services, you agree with these terms and with Privacy Policy. Please read these terms carefully, and contact us if you have any questions. Any version of these Terms in a language other than English is provided for convenience. If there is any conflict with a non-English version, you agree that the English language version will control.

We provide an array of services for online collaboration and management including visual asset management, campaign creation and distribution, and a collaborative design and editing tool (hereinafter “Service” or “Services”).

You may use the Services for your personal and business use or for internal business purposes in the organisation that you represent. You may connect to the Services using any Internet browser or mobile application supported by the Services.

You are also responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Services with or without notice to you. You agree that Desygner will not be liable to you or any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Services for any reason.

You need to sign up for a user account by providing all the required information to access or use the Services. If you represent an organisation and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organisation, sign up for user accounts by providing your corporate contact information. You agree to: a) be responsible for any activity that occurs through your account keeping your password secret and secure; b) not to open an account on behalf of third parties. In case you open an account on behalf of a third party, then “you” includes you and that third party, and you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the third party to these Terms and that you agree to these Terms on the third party’s behalf; c) not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

If you would like to send a support query to us, please contact us at support@desygner.com. The Service may include certain communications from us, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our privacy policy, we provide you the option of opting out from receiving certain email communication from us. However, you will not be able to opt-out from receiving administrative messages including the request to validate your email address.

We welcome feedback of any sort and are always interested in learning about ways we can make our Services better. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you.

By accepting your submission, we do not waive any rights to use similar or related Feedback previously known to Desygner, or developed by its employees, or obtained from sources other than you. By submitting a complaint regarding your account, you authorize Desygner’s team to check content on your account as required to address the issue.

If we receive a complaint from any person against you concerning your activities as part of the use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Desygner in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your implicit consent to disclosure of your name and contact information by Desygner to the complainant.

When you sign up for an account for your organisation you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organisation account. If your organisation’s account is created and configured on your behalf by a third party, such third party has likely assumed the administrator role for your organisation. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organisation account.

You are responsible for i) ensuring confidentiality of your organisation account password, ii) appointing competent individuals as administrators for managing your organisation account, and iii) ensuring that all activities that occur in connection with your organisation account comply with this Agreement. You understand that we are not responsible for account administration and internal management of the Services for you.

You are responsible for taking the necessary steps for ensuring that your organisation does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to support@desygner.com, provided that the process is acceptable to us.

In the absence of any specified administrator account recovery process, we may provide control of an administrator account to an individual providing proof satisfactory to us demonstrating authorization to act on behalf of the organisation. You agree not to hold us liable for the consequences of any action taken by us in good faith in this regard.

If you create an account as part of an organisation, please read “Notice to End User” under our privacy policy.

1.You must be at least 16 years old to use the Services.
2.You must validate your email to use our Services.
3.You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.
4.You also represent that all information you provide or provided to us upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
5.You agree that you will not solicit, collect or use the login credentials of any other user.
6.You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
7.You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your content.
8.You are solely responsible for your interactions with other users of the Service, whether online or offline.
9.You agree that Desygner is not responsible or liable for the conduct of any user.
10.Desygner reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post content or any personal or other information.
11.You must not change, modify, adapt or alter the Service or change, modify or alter another website to falsely imply that it is associated with the Service.
12.You must not create or submit unwanted comments, likes or other forms of spam communications to other users.
13.You must not interfere with or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Desygner page is rendered or displayed in a user’s browser or device.

Some of our Services may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Products, and these Terms will apply to such upgrades.

Although it is Desygner's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

We will not allow any use of Desygner AI that violates these terms, and we may suspend or terminate your account if we find that you are using it in this way.

Legal notice

You are responsible for any text you type in, or images or other content you upload, to Desygner AI (“Input”) as well as the resulting images or text you generate (“Output”). You are responsible for ensuring that your Input and Output complies with these terms before using or sharing it.

As between you and Desygner, to the extent permitted by law, you own your Input and Output and give Desygner the right to host your Input and Output on our platform and use it to market and improve our products and services. Desygner will not make any copyright ownership claim over your Input or Output.

You may use your Output for any legal purpose, provided that you comply with these terms and that you accept that any such use is at your own risk.

In the event that any of your Output is alleged to be unlawful or otherwise in breach of these terms, you acknowledge that Desygner may disclose such content to law enforcement or other governmental authorities.

Disclaimer

The Output of Desygner AI is generated by artificial intelligence. Desygner has not has not verified the accuracy of the Output and it does not represent Desygner's views.

Desygner makes no warranty or guarantee as to the accuracy, completeness or reliability of the Output and does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output. We recommend that you obtain professional and independent advice before you act on any advice contained in the Output.

Technology partner

Desygner uses technology provided by OpenAI, LLC to provide Desygner AI. You acknowledge that any Input you provide, including any personal data you choose to include within that Input, will be shared with third party service providers, such as OpenAI, LLC in order to provide you with the service and they may also use such Input to improve their services. This includes any personal data you choose to include within such Input and you acknowledge that our Privacy Policy applies to the handling of such personal data. You consent to any such personal data included in an Input being transferred to OpenAI, LLC in the United States, which depending on where you reside, may not provide the same level of protection for your personal data.

The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription.

At the time of automatic renewal, the subscription fee will be charged to the Credit Card or payment method last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card or payment method. If you do not wish to renew the subscription, you must inform us at least seven days before the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Desygner to charge a subscription fee to the Credit Card or payment method last used by you.

Some of the Desygner apps may offer lifetime subscription plans, which allows you to access the Pro services available at the time of your purchase for as long as those services are available. We make no warranties or representations that any of its services will continue to be available for any period, and you acknowledge and agree that the services could change or terminate at any time in the future.

You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication by other users.

Any content that you make public will be publicly accessible through the Internet and may be crawled and indexed by the search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available.

Any content that you may receive from other users of the Services, is provided to you for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the consent of the person who owns the rights to such content, which may be given through the Desygner website.

By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Desygner will have the right to block access to or remove such content made available by you if Desygner receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Desygner for this purpose.

For procedure relating to complaints of illegality or infringement of third-party rights in content transmitted or published using the Services, use our contact

We may, at its discretion, disable and/or terminate the accounts of users who infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. Desygner will respond to any claims of copyright infringement committed using the Desygner website or our apps that are reported using our contact. If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through Desygner or our apps by using our contact

When you search for images or icons that are 100% royalty-free, the results are from our partners such as Pixabay, Unsplash and OpenClipart under the creative commons zero license, which means you can copy, modify, distribute and use the photos for free, including commercial purposes, without asking permission from or providing attribution to the photographer (although attribution is always recommended). Although rigorous standards are upheld to ensure that all images and icons from our content partners adhere to the Creative Commons CC0 licensing terms, usage of images and icons on the services are provided on an “as-is, where-is” basis without any representations or warranties whatsoever.

When you search for images using Google Image Search, you must look for the image usage rights on Google. Google cannot tell if the license label is legitimate even if they are labelled for reuse, so we don’t know if the content is lawfully licensed. Before reusing content commercially, make sure that its license is legitimate and check the exact terms of reuse. For example, the license might require that you give credit to the image creator when you use the image.

All templates provided by Desygner are 100% royalty-free and can be downloaded/exported from the Service in a range of formats if used as-is. If you modify the content with uploaded fonts, images, icons or written textual content, you must have the rights to use such content, else you must replace them with one of our royalty-free options.

If you are using layouts, fonts, textual content, icons, logos, or images that had been embedded into a PDF you imported into our Services, you must accept that you are legally allowed to use such content.

All templates provided by Desygner are 100% royalty-free and can be downloaded/exported from the Service in a range of formats if used as-is. If you modify the content with uploaded fonts, images, icons or written textual content, you must have the rights to use such content, else you must replace them with one of our royalty-free options.

If you are using layouts, fonts, textual content, icons, logos, or images that had been embedded into a PDF you imported into our Services, you must accept that you are legally allowed to use such content.

(a) Our presenter view service may contain links interfacing with other websites that are not operated by us for your information or convenience. This includes Desygner users which are using or viewer to host and share their links.

(b) These websites operate independently from our service and may be subject to alternative terms of use, including terms concerning the use of personal information. We have not reviewed these third-party websites and do not control and are not responsible for how they are operated, their content, or privacy policies.

(c) If you decide to access or interact with any of these third-party websites, you do so at your own risk. As such, we strongly encourage you to review the privacy policy of every website you visit.

If you are using layouts, fonts, textual content, icons, logos, or images that had been embedded into a PDF you imported into our Services, you must accept that you are legally allowed to use such content.

1. Desygner does not have ownership of any content that you post on or through the Service. But you grant Desygner permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for providing the Services to you.

2. Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Desygner may place such advertising and promotions on the Service or on, about, or in conjunction with your content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.

3. The Desygner name and logo are trademarks of Desygner, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Desygner.

4. Except for artwork you provide to us, all materials therein or transferred thereby, including are the exclusive property of Desygner and its partners.

5. Any URL selected from our platform must be the same or as similar as possible to your company domain. If you choose a generic word for your URL, we reserve the right to reassign or charge for that URL.

Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease. You can delete your Desygner account at any time. If you choose to delete your account or your account is terminated due to your breach of these terms, your visual assets, campaigns, reports, lists and all other data will no longer be accessible through your account (e.g., users will not be able to navigate to your username and view your photos), but those materials and data may persist and appear within the Service (e.g., if your Content has been shared by others).” If your account is part of an organisation account, the data may be made available to one of the organization’s administrators.

License to use our Services:

Subject to the provisions in the Terms, Desygner grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Desygner website and the Services.

Disclaimers

While Desygner attempts to make user-generated content available through the Service, Desygner does not guarantee access to or hosting of, your user-generated content. For example, if user-generated content violates these Terms of Service, access to it may be disabled.

Also, if a particular piece of content creates too large a demand on the Service, it may result in access to the content being temporarily disabled. You agree that Desygner will not be liable to you or to any third party for termination of your access to the Service for any reason.

While Desygner attempts to make the User Content completely safe, you, and not Desygner, are solely responsible for the Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service. You agree that Desygner will not be liable to you or to any third party for any user who irregularly accesses your content. The Services and all included content are provided on an “as is” basis without warranty of any kind, whether expressed or implied.

All user-generated content available through the Service is owned by their respective owners and Desygner is not responsible in any manner for that content.

DESYGNER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

You agree to indemnify and hold Desygner and/or the Desygner Affiliates harmless from and against any and all liabilities and costs (including reasonable attorney’s fees) incurred by Desygner and/or the Desygner Affiliates in connection with any claim arising out of your breach of the Agreement. Desygner reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

You will be solely responsible and liable for, and will indemnify Desygner and its officers, directors, employees and agents from and against any losses, expenses, liabilities, claims, costs, and damages arising from user-generated content made available through the Service by you.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESYGNER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL DESYGNER’S AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

In the event of a dispute between the Parties, either Party may call a meeting on providing the other Party with not less than three working days’ notice. Such Initial Meeting may be in person if convenient for both Parties otherwise shall be by way of telephone call or “Skype” or such other format as is convenient.

If (i) the dispute is not settled by negotiation within thirty (30) days commencing on the date when either Party requests a meeting in accordance with the previous paragraph or within such further period as the Parties may agree in writing and (ii) the applicable law does not restrict the arbitration of the dispute, the Parties agrees to settle the dispute by binding arbitration in accordance with the Resolution Institute Arbitration Rules. Unless the Parties agree upon an arbitrator, either Party may request a nomination from the Chair of Resolution Institute. The arbitrator’s decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator’s award.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DESYGNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

These terms shall be governed by the laws of the state of Queensland, Australia.

These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Desygner in connection with the Products, shall constitute the entire agreement between you and Desygner concerning the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Desygner’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

We may modify the Terms upon notice to you at any time through a service announcement or by sending an email to your primary email address. If the Terms are modified in a manner that substantially affects your rights in connection with the use of the Services, you may terminate your use by deactivating or deleting your account. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

The Company has the right to withhold Services until full payment is received. All applicable terms and conditions for Enterprise Customers are outlined here. Any differing terms from related purchase orders or similar forms will not apply.

Please note that the user bands mentioned in the Limitations to License section are solely for internal use by the Customer. Any modules not explicitly listed in the Order Form contract are excluded from usage. A list of all available modules is provided in the Proposal or upon request by emailing your salesperson.

If the Customer uses any Guest Action buckets and exceeds the usage, they will be billed in arrears. To allow external users access to the platform who are not Admin Users, the Customer must purchase a Guest Action module in the Order Form. If the total number of Users or Guest Actions exceeds the Order Form limit and the usage is excessive, Customer will be billed in arrears or prior to the contract anniversary.

GLOSSARY

“Users“ are Admin Users of the Customer who create and manage campaigns, templates, and assets. They can add and remove members, access information, and use templates and assets unlimitedly without being counted as a Guest Action. Member Users are employees of the Customer who customize the Customer's marketing materials and also identified as a User.

“Guest Users“ are external users invited by the Customer to customize their marketing materials and propagate the message. Guests can access templates from a central location, and share, download, and print designs on a pay-per-use basis using Guest Action Buckets. They can be organized into user groups.

“Guest Action Bucket” The number of shares, downloads, or prints of designs created from a template by Guests. Every time that a Guest user shares, downloads or prints a Customer defined template, the Guest Bucket Level will reduce by one (1).

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account as well as one Customer.desygner.com Domain for servicing of Services. Company reserves the right to refuse registration of or cancel Domains, usernames or passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services as detailed in clause 10.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 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 the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

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

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the 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 the Services and for other development, diagnostic and corrective purposes in connection with the 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.

4. PAYMENT OF FEES

4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Limitations to License set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 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 the Company's accounts department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given year must be received by Company seven (7) days after the emailed date of the invoice. Unpaid amounts are subject to a finance charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customers shall be responsible for all taxes associated with Services.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination in writing at least thirty (30) days prior to the end of the then-current term by Customer to accounts@desygner.com or by Company to the email provided for this Agreement signing.

5.2 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. Customers will pay in full for the Services up to and including the last day on which the Services are provided. 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.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. 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 shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES 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.

7. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE 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 SHALL 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; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (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.

9. MISCELLANEOUS

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. 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. 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. 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 the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. 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. This Agreement shall be governed by the laws of Singapore without regard to its conflict of law’s provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.

10. SUPPORT TERMS

Customer Representative which must be an Administrator User may initiate a helpdesk ticket by emailing vip@desygner.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets received within one (1) business day. A maximum of three (3) company representatives (Administrator Users) are allowed to be registered for support at any one time. Maintenance for any other users of the solution must go through a local Customer support desk. Prior to contacting the helpdesk, the Administrator User shall prepare a detailed problem report for submission to the helpdesk, including at least a description and categorization of the issue (e.g. problem, affected users, browser type or app, template). After Supplier’s receipt of the Coordinator’s notification a ticket will be opened, containing: (i) email tracking number; (ii) data identifying the Administrator User; (iii) priority of problem and (iv) problem description. The incident ticket will be assigned to a Supplier’s technician who will contact the Administrator User if deemed necessary, and an extract of the incident ticket will be sent by e-mail to Customer. The incident ticket will be dealt with by Supplier internally. Customer will be notified by email when an incident ticket is updated or closed.