1. Interpretation
2. 1. The terms defined in Clause 1.1 and elsewhere in these Terms will have the meanings therein specified for the purpose of these Terms. Any reference to a Clause in these Terms is a reference to a clause of these Terms.
   2. Where applicable: 
      1. “StackUp” and “we” refers to Stacktribe Pte. Ltd. (UEN No.: 201925524R) and/or its related corporations and references to “us” and “our” shall be construed accordingly;
      2. references to the “Platform” include all related applications (including Apps accessible through the Platform) and the Content and the Services, and references to “using” the Platform include accessing and using the Content and the Services; 
      3. references to “Terms” are to these Platform Terms of Service, as may be revised, amended or supplemented from time to time, which expression shall where the context so admits, include any one of them; and 
      4. the expression “written” or “in writing” means the representation or reproduction of words or symbols or other in-formation in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including but not limited to, electronic mails) or otherwise.
   3. In these Terms, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa.
   4. No rule of law or interpretation to the effect that an ambiguity in a document is to be construed against the party drafting or preparing a document shall apply in respect of these Terms.
   5. Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
   6. The headings used in these Terms are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms

1.  
2. STACKUP’S SERVICES

• Services

StackUp provides the Services through and on the Platform, which includes:

1. access to Apps (including services offered through and on such Apps); and
2. such other Services that StackUp may provide from time to time.

• Restricted Territories

1. 1. 1. StackUp not does permit access to and/or participation in any of the Services under Clause 2.1 to Users residing in certain the Restricted Territories (collectively, the “Restricted Services”) and each User accessing or participating in any of the above Services hereby represents, warrants and undertakes that they are not citizens or residents of any of the Restricted Territories. 
      2. For the avoidance of doubt, Users residing in Restricted Territories may continue to create Accounts and access any content on the Platform other than the Restricted Services.

• Licence for Use of the Platform

1. 1. 1. Licence. Subject always to these Terms, StackUp grants you a limited, non-exclusive, non-transferable, non-sublicensable licence for uses of the Platform expressly provided for under these Terms (a “Licence”). Any grant of such a Licence is also limited by the terms applicable for your specific use of the Platform.   
      2. Activation of Account and Licence. An Account is required for the applicable Licence to be granted to you. To create an Account, you will be required to enter an email address as part of the registration of your Account, and this email address will identify you as the User. An internet connection is required in order to complete the activation of your Account and the applicable Licence. 
      3. Updates. Any Licence granted under these Terms applies only to the version of Platform at the time the Licence is granted. If StackUp provides an updated version of Platform, you will be deemed to have accepted the new version of the Platform through your continued use of the Platform. Where there have been any updates to the Platform, any Licence granted for the use of any older versions will be deemed to have been revoked. You acknowledge and agree that StackUp has no obligation to make any older versions of the Platform available at any time. 
      4. Support. 
         1. StackUp makes available its responses to FAQs relating to the Platform and Services at https://stackuphelpcentre.zendesk.com/hc/en-us.
         2. StackUp may make available learning resources and materials for Apps. Clause 11.2 shall apply where such resources or materials and hosted on websites external to the Platform.
         3. Use of these resources is subject to these Terms. StackUp may discontinue support for the Platform at any time. 

• Relationship between users 

Except as expressly provided herein, no user of the Platform shall have the power to direct or control the daily activities of any other user of the Platform, or to constitute between any users of the Platform, a relationship as principal and agent, employer and employee, franchisor and franchisee, partners, joint-venture partners, co-owners, or otherwise as participants in a joint undertaking.

• SUSPENSION OF SERVICE

In addition to any of StackUp’s other rights or remedies (including but not limited to any termination rights set forth herein), StackUp reserves the right to suspend a User’s access to the Services if: (i) such User’s outstanding invoices are thirty (30) days or more overdue; (ii) StackUp determines such User has carried out a material breach of these Terms; or (iii) StackUp determines that suspension is necessary to prevent harm or liability to other Users or third parties, or to preserve the security, stability, availability or integrity of the Services. StackUp will have no liability for taking action as permitted above in this Clause. However, unless these Terms have been terminated in respect of the User, StackUp will cooperate with such User to restore access to the Services once it verifies that the User has resolved the circumstance requiring suspension (in the case of a circumstance that is able to be resolved).

• INDEMNITY AND EXCLUSION 

• Indemnification by Users

Without prejudice to any other provisions under these Terms, each User agrees to indemnify, defend and hold harmless StackUp and its directors, officers, employees, members, representatives, parent companies, subsidiaries, Affiliates, agents, partners, administrators, predecessor and successor entities and assigns (collectively, the “Indemnified Parties”) at all times and keep the Indemnified Parties indemnified against all actions, proceedings, losses (whether direct, indirect or consequential), loss of profit (whether revenue or anticipated profits), damages (whether in tort, contract or otherwise) taxes, expenses, costs, claims, demands and liabilities whatsoever (present, future, contingent or otherwise and including legal fees on a full indemnity basis) and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual party rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage or pecuniary losses which may be sustained, suffered or incurred by the Indemnified Parties as a result of, arising from or in connection with the exercise of StackUp’s rights hereunder, each User’s use of the Platform and/or Services, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of these Terms by such User, the violation by such User of any rights of another person or entity or the breach by such User of any statutory requirement, duty or law.

• Exclusion 

• Neither StackUp nor any of its directors, officers, employees, members, representative, parent companies, subsidiaries, Affiliates, agents, partners, administrators, predecessor and successor entities, assigns, contractors and suppliers shall be liable in contract, tort (including negligence or breach of statutory duty), strict liability or otherwise howsoever and whatever the cause therefor for any direct, indirect, punitive, incidental, special, consequential damages, losses, costs, expenses, liabilities of any nature whatsoever, including without limitation, damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (whether revenue or anticipated profits) or losses to third parties, suffered or incurred by the Users as a result of, arising out of or in connection with the use, performance or provision of the Services, including, without limitation, the following:

• any delay or inability to use the Platform or Services;

1. 1. 1. the provision or failure to provide the Platform or Services;
      2. any information, data, software, products, services and related graphics obtained through the Platform or Services; and
      3. any reliance on any statement, opinion, representation or information on the Platform or Services.

1. DATA PROTECTION

In accordance with the Personal Data Protection Act 2012 and all other applicable data protection laws (as the case may be), the data protection terms relating to processing of Account-Related Information are contained in our Privacy Policy, which can be accessed at https://stackup.dev/privacy. To the extent that there is any conflict between any provision of these Terms and our Privacy Policy, the contents of our Privacy Policy shall prevail in respect of such conflict in so far as the matters of data protection are concerned.

1. 1. OWNERSHIP
      1. Intellectual Property of StackUp
         1. Any use of the Platform and/or Services by you and any information properly given to you, whether relating to you or not, through your use of the Platform and/or Services is granted subject to these Terms and pursuant to a limited, non-exclusive, non-transferable, non-sublicensable licence granted by StackUp, and is revocable at any time at our sole discretion. Except for these rights expressly granted to you, these Terms do not grant you any rights or licence by implication or otherwise with respect to any of part of the Platform. 
         2. The Intellectual Property subsisting in the Platform (including, for the avoidance of doubt and without limitation, any improvements, updates, upgrades, error-corrections or other modifications thereto, and any derivative work based thereon), belongs to or has been licensed by us unless specifically labelled otherwise (collectively, “StackUp Technology”). To the extent such Intellectual Property belongs to us, we retain all rights, title and interest to such Intellectual Property. 

• Feedback 

1. 1. 1. 1. Without affecting the general nature of the previous Clauses, you agree that StackUp shall be the sole and exclusive owner of all rights to any and all feedback provided by you in relation to the Platform or Services, and any ideas, inventions and/or improvements (whether protectable by any Intellectual Property protection or not) conceived or derived or resulting from such feedback or embodied therein (collectively, “Feedback”). 
         2. You hereby irrevocably assign to StackUp any and all rights that you may have in such Feedback, and to the extent such rights may not be assigned under applicable law, you hereby grant StackUp a royalty-free, perpetual, worldwide, exclusive, irrevocable licence to use such Feedback for any purpose, including commercial purposes.

• Usage Data

Notwithstanding anything to the contrary herein, the User agrees that StackUp may obtain and utilise Personal Information and/or technical data about the User’s use of the Services (“Usage Data”) to analyse, improve, market, support and operate the Services and otherwise for any business purpose during and after the term of these Terms, provided that StackUp may only utilise such Personal Information and/or Usage Data, where such utilisation is non-personally identifiable with respect to the User. 

1. Customer Portfolio and Representation

The User expressly agrees that StackUp may identify it by name and/or logo (where applicable) as a User of the Platform and/or the Services on StackUp’s website and all other promotional materials utilised by StackUp.

1. TERM AND TERMINATION
   1. Term
      1. These Terms shall take effect from the Commencement Date and carry on until terminated in accordance with these Terms. 
      2. StackUp may terminate or suspend all or part of the Services without prior notice or liability if you breach any of the terms or conditions of the Terms. We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
      3. Any termination of these Terms shall be without prejudice to any rights or obligations (including in respect of any antecedent breaches) accrued prior to the date of such termination.
   2. Effect of Termination

Upon termination of any Services in respect of a User, the User will, in respect of such terminated Services, immediately cease any and all use of and access to the Services (including any and all related StackUp Technology). Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise. 

1. Survival

The following Clauses will survive any expiration or termination of these Terms: Clause 3 (Suspension of Service), Clause 4 (Indemnity and Exclusion), Clause 5 (Data Protection), Clause 6 (Ownership), Clause 7 (Term and Termination), Clause 8 (Limited Warranty), Clause 9 (Limitation of Remedies and Damages), Clause 10 (Confidentiality), Clause 11 (Third Party Components) and Clause 12 (General Terms).

1. 1. LIMITED WARRANTY

• Limited Warranty

1. 1. 1. 1. StackUp represents and warrants that it has the power to enter into, exercise its rights and perform and comply with its obligations under these Terms, and that its entry into, exercise of its rights and/or performance of or compliance with its obligations under these Terms do not and will not violate, or exceed any power or restriction granted or imposed by (a) any law, regulation, authorisation, directive or order (whether or not having the force of law) to which it is subject, (b) its constitutive documents, where applicable or (c) any agreement to which it is a party or which is binding on it or its assets;
         2. StackUp’s sole liability (and the User’s sole and exclusive remedy) for any breach of the warranty under Clause 8.1.1 will be, at no charge to the User, for StackUp to use commercially reasonable efforts to correct the reported non-conformity, or if StackUp determines such remedy to be impracticable, either party may terminate these Terms. The limited warranty set forth in this Clause 8.1 will not apply unless the affected User makes a claim within 30 days of the date on which it first noticed the non-conformity. 

• Warranty Disclaimer

1. 1. 1. 1. EXCEPT FOR THE LIMITED WARRANTY IN CLAUSE 8.1, ALL SERVICES AND THE PLATFORM ARE PROVIDED “AS IS”. NEITHER STACKUP NOR ITS AFFILIATES MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. STACKUP DOES NOT WARRANT THAT USERS’ USE OF ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. STACKUP WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF STACKUP. USERS MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
         2. StackUp reserves the right at all times to change any and all Content and to modify, suspend or stop providing access to the Platform (or any features or functionality of the Platform) and the Services at any time without notice and without obligation or liability to the Users. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.

• Specific Disclaimers

TO THE EXTENT PERMITTED BY LAW, STACKUP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM (I) THE TRANSFER OF DATA OVER PUBLIC COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, OR (II) ANY DELAY OR DELIVERY FAILURE ON THE PART OF ANY OTHER SERVICE PROVIDER NOT CONTRACTED BY US, AND THE PLATFORM USER ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. EACH USER ACKNOWLEDGES THAT STACKUP CANNOT GUARANTEE THE ABSOLUTE PREVENTION OF CYBER-ATTACKS SUCH AS HACKING, SPYWARE, AND VIRUSES. ACCORDINGLY, STACKUP SHALL NOT BE LIABLE FOR ANY UNAUTHORISED DISCLOSURE, LOSS OR DESTRUCTION OF THE USER’S DATA ARISING FROM SUCH RISKS AS LONG AS SUCH RISK CANNOT BE ATTRIBUTED TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT ON STACKUP’S PART.

1. LIMITATION OF REMEDIES AND DAMAGES
   1. Limitation of Liability

Without prejudice to exclusions and limitations of liability of StackUp under these Terms, and to the extent permitted by law, in no event will StackUp or its officers, directors, agents, and employees be liable to the User for consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the use of the Platform or these Terms, even if StackUp has been advised of the possibility of such damages or costs. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

1. Nature of Claims and Failure of Essential Purpose

To the extent permitted by law, you agree that the waivers, disclaimers and limitations specified in these Terms apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is intended to apply in respect of non-performance of a condition. 

1. 1. CONFIDENTIALITY
      1. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (the “Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. 
      2. Any StackUp Technology, performance information relating to any Service, and the terms and conditions of these Terms will be deemed Confidential Information of StackUp without any marking or further designation. 
      3. Except as expressly authorised herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. 
      4. The Receiving Party may disclose Confidential Information to its employees, agents, contractors (including but not limited to cloud and hosting service providers) and other representatives having a legitimate need to know (including, for StackUp, its subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Clause 10.4 and that the Receiving Party remains responsible for compliance by any such representative with the terms of Clause 10.  
      5. The Receiving Party’s confidentiality obligations under this Clause 10.5 will not apply to information that the Receiving Party can document: 
         1. was rightfully in its possession or known to it prior to receipt of the Confidential Information; 
         2. is or has become public knowledge through no fault of the Receiving Party; 
         3. is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; 
         4. is independently developed by employees of the Receiving Party who had no access to such information; or 
         5. in respect of information on the Platform, any information found on parts of the Platform which are publicly accessible. 
      6. The Receiving Party may make disclosures to the extent required by administrative or judicial process, applicable law, or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. 
      7. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

• THIRD PARTY COMPONENTS

1. 1. You acknowledge that parts of the Platform (including the Content and the Services) may include Open Source Software and materials licensed from third parties (“Third Party Components”) and that such third parties may be third party beneficiaries to these Terms with the ability to directly enforce the provisions pertaining to their Third Party Components. You shall comply with the additional licence terms, restrictions and conditions (including notices) pertaining to Third Party Components or which StackUp otherwise makes available to you (“Third Party Terms”). Third Party Terms may have additional rights and requirements which apply to the Third Party Components, and these Terms are offered by StackUp alone and do not limit the rights that may be granted in those Third Party Terms. However, you shall notify StackUp before attempting to modify any Third Party Components, and our support, warranty and indemnification obligations (if any) do not apply where Third Party Components have been modified.
   2. If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. StackUp has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
2. GENERAL TERMS
   1. Assignments and Transfers

Users shall not, without the prior written consent of StackUp, assign, transfer, or sub-contract these Terms and/or any of your rights or obligations under these Terms, and any unauthorised assignment shall be null and void. StackUp may, at any time, freely assign, transfer or sub-contract these Terms or any or all of its rights or obligations under these Terms.

1. Severability

If any provision of these Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further.

1. Communications

General questions and communications regarding the Platform and any notices to StackUp regarding these Terms should be made to [email protected]. StackUp may contact and notify you at the email address you have provided to us. You are required to keep your contact information current. 

• Third Party Rights

The Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore shall not under any circumstances apply to these Terms and any person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in these Terms) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce these Terms.

• Amendments

StackUp may at any time give Users notice of any amendment, variation, revision, supplement or any other charge to these Terms by publishing an updated version of these Terms, through a notification by e-mail or such other means as StackUp shall deem fit. Changes shall take place on and from the date specified, on and from the date of such notice and shall apply to all use of StackUp’s Platform and Services. Without prejudice to the foregoing, the continued use of the Platform and/or acceptance of StackUp’s Services after such change shall be deemed as acceptance and agreement to the same from the relevant User.

• Entire Agreement

These Terms and the documents referred to in it supersede all previous Terms between the parties (if any), and each party acknowledges that in agreeing to enter into these Terms, it has not relied on any representation, warranty, or any other assurance except those set out in these Terms.

• Force Majeure

1. 1. 1. StackUp shall not be in breach of these Terms, nor be liable for any failure or delay in the performance of any other obligations under these Terms arising from or attributable to acts events, omissions, accidents beyond its reasonable control, including but not limited to any of the following:
         1. acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
         2. war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
         3. terrorist attack, civil war, civil commotions or riots;
         4. nuclear, chemical or biological contamination or sonic boom;
         5. fire, explosion or accidental damage;
         6. collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
         7. interruption or failure of utility service, including but not limited to electric power, gas or water;
         8. any labour disputes, including but not limited to strikes, industrial action or lockouts;
         9. any interruption to the Platform or Services outside the reasonable control of StackUp; and/or
         10. acts of any government or authority.
      2. In the event that any such delay or non-performance continues for a period in excess of 120 days, StackUp shall have the right to terminate these Terms by giving the User 14 days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.

• Relationship of parties

Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship between StackUp and the User. No party pursuant to these Terms has authority to enter into agreements of any kind on behalf of the other and no party shall be considered the agent of the other.

• Remedies

No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statutes or otherwise and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by a party hereto shall not constitute a waiver by such party of the right to pursue other available remedies. No failure on the part of a party hereto to exercise, and no delay in exercising any right under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right under these Terms preclude any other or further exercise of any right thereof or of the exercise of any other right.

• No Waiver of Rights

A failure or delay in exercising any right, power or privilege in respect of these Terms will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.

1. Governing Law and Arbitration
   1. These Terms will be governed and construed in accordance with the laws of Singapore.
   2. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in the English language, administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 12.11.2. The seat of the arbitration shall be Singapore and the tribunal shall consist of one (1) arbitrator.