Our Terms and Conditions (“Terms”), including the Privacy Notice available at formo.so/privacy and Data Processing Addendum at formo.so/dpa govern all use of our Service and together with the Privacy Policy constitutes your (“Customer”) agreement with Formo (“Agreement”). 

By using or accessing Formo's cloud platform as a service (collectively, the "Services"), you acknowledge that you have read, understand, and agree to be bound by this Agreement. The Services are owned and operated by Formo. Any reference to Formo ("Formo", "we", "us" and/or "our") means Gyld Pte Ltd, a Singapore company, with address 160 Robinson Rd, Singapore, Singapore 068914, unless otherwise stated.

We reserve the right to change or modify the Terms in its sole discretion. Acceptance of such changes or modifications is constituted by either: (i) Customer’s continued use of any part of the Services thirty (30) days after the modified Terms have been posted to the Formo website, or (ii) Customer’s indication of agreement to the updated Terms, via click-through or otherwise.

Definitions

• Service means Formo's proprietary hosted software platform, as made available by Formo to Authorized Users.

• Authorized User means the Customer's employees, consultants, contractors, and agents (i) who Customer authorizes to access and use the Services under the rights granted to Customer under this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

• Customer Data means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

• Account means the Customer’s unique registered account with Formo through which its Authorised Users can log into and access the Services.

• Order means: (i) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through Formo's online ordering process, the results of such online ordering process.

• Personal Information means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy.

• Subscription Period means the time period identified on the Order during which Customer's Authorized Users may access and use the Services.

• Third-Party Products means any third-party products provided with, integrated with, or incorporated into the Services.

• Usage Limitations means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.
  
  

Access To, Provision, and Us

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Formo will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable, and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. Formo shall provide to Customer the necessary access credentials to allow Customer to access the Services.

Charges & Fees

Where paid for services are agreed between Formo and Customer per the Order, Customer shall pay Formo the fees ("Fees") identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually). Fees paid by Customer are non-refundable. If Customer fails to make any payment when due, and Customer has not notified Formo in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Formo's other rights and remedies: (i) Formo may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Formo for all reasonable costs incurred by Formo in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Formo may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

The initial term of this Agreement begins on the Effective Date and will continue in effect for the period identified in the Order (the "Initial Subscription Period"). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Subscription Period" and together with the Initial Subscription Period, the "Subscription Period").]

In addition to any other express termination right set forth in this Agreement:

• Formo may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Formo's delivery of written notice thereof; or (ii) breaches any of its obligations;

• either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach; or

• either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Availability & Support

Formo will be responsible for the provision of the Services and the Customer is responsible for the timely delivery of any Data reasonably required by Formo to perform the Services.

During the Subscription Period, Formo will use commercially reasonable efforts to provide Customer with basic customer support via Formo's standard support channels during Formo's normal business hours. The Customer shall be able to request support by emailing support@formo.so.

Fair Use

You are responsible for your use of the Service and for any content that you post or transmit through the Service. 

Customer shall not process, access, store, distribute, or transmit any viruses, data, or any material during the course of Customer’s use of the Services that:

1. is illegal, unlawful, harmful, threatening, defamatory, obscene, abusive, infringing, harassing, or otherwise offensive;

2. invades another person’s privacy, or is in breach of applicable privacy laws;

3. facilitates illegal activity; or

4. causes distress, damage, or injury to any person or property.
   
   

Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under this Agreement:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media, or by any means;

2. attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services;

3. access all or any part of the Services in order to build a product or service which competes with the Services;

4. use the Services contrary to fair use;

5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users,

6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided in the Agreement.
   
   

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

We reserve the right to suspend or terminate your access to the Service if we determine, in our sole discretion, that you have violated these Terms of Service.

Confidentiality

1. Definition

From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.

2. Duty

The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

3. Return of Materials; Effects of Termination/Expiration.

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Intellectual Property Ownership

You acknowledge and agree that the Service and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Formo, our licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. 

1. Formo IP

Customer acknowledges that, as between Customer and Formo, Formo owns all right, title, and interest, including all intellectual property rights, in and to the Formo IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

2. Customer Data

Formo does not claim ownership in Customer Data. Customer retains all right, title, and interest in and to the Customer Data. Customer hereby grants Formo, for the Term, a non-exclusive, worldwide, royalty-free, transferable licence (with a right to sublicense to Formo’s service providers, only as required for the provision of the Services) to use, reproduce, copy, cache, publish, display, distribute, modify, create derivative works, and store the Customer Data solely for the purpose of providing the Services. Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

The parties agree to the terms of the DPA at https://www.formo.so/dpa. Each party shall comply with its relevant obligations under all applicable data protection legislation.

3. Feedback

If Customer or any of its employees or contractors sends or transmits any communications or materials to Formo by mail, email, telephone, or otherwise, suggesting or recommending changes to the Formo IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Formo is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback so long as Formo does not identify Customer as the source of the Feedback without Customer's prior approval.

4. Publicity

By signing up for the Service, you agree that we may use your company name and logo in our marketing materials. Formo may identify Customer as a user of the Services and may use Customer's name, logo, and other trademarks in Formo's customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.

Disclaimer of Warranties

THE SERVICE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

Limitation of Liability

IN NO EVENT WILL WE, OUR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

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By using Formo, you acknowledge that you have read these Terms of Service, understood them, and agree to be bound by them. If you do not agree to these Terms of Service, you are not authorized to use the Service. We reserve the right to change these Terms of Service at any time, so please review them frequently.

Thank you for using Formo!