This Agreement is a legal agreement between you (either an individual or a single entity) and MadSoft Solutions Pte Ltd for the use of MadSoft online, a version of the software designed for access and use as an online-hosted Service.

This Agreement describe the terms governing your use of MadSoft including content, updates and new releases. These Terms apply to you from the time that MadSoft provides you with access to the MadSoft online.

MadSoft will evolve over time based on user feedback. MadSoft reserves the right to change these terms at any time, effective upon the posting of modified terms and MadSoft will make every effort to communicate these changes to you via email. It is likely the terms of use will change over time.

By registering to use MadSoft online you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1       DEFINITION

“Agreement” means these Terms of Use.

“Subscription Fee” means the yearly fee (excluding any taxes) payable by you.

“Subscription Period” means the period covered for the subscription fee (excluding any taxes) payable by you and minimum is 2 years.

“Confidential Information”
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

“Data” means any data inputted by you or with your authority into MadSoft online.

“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service”                                                                                                                                                                                                                                                                                                                            means the MadSoft accounting and inventory use as an online-hosted services made available (as may be changed or updated from time to time by MadSoft). 
“Authorized User(s)” means any and all individuals (e.g., your staff, accountant or trusted financial advisor, etc.) who you designate or authorize to access and/or modify your Software data on your behalf.

2          INTELLECTUAL PROPERTY

2.1       General                                                                                                                                                                                                                                                                                                          The Software is protected by copyright, trade secret, and other intellectual property laws. Title to, and all Intellectual Property Right in the Service and any documentation relating to the Service remain the property of MadSoft. You are only granted certain limited rights to use the Software according to your subscription type and Subscription Period, and MadSoft reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, MadSoft grants you a personal, limited, non-exclusive, non-transferable, revocable license to use the Software subject to this Agreement.
2.2      Ownership of Data                                                                                                                                                                                                                                                                                          Title to, and all Intellectual Property Right in, the Data remain your property. However, your access to the Data is contingent on full payment of the MadSoft Subscription Fee when due. You grant MadSoft a license to use, copy, transmit, store, and back-up your information and Data for the purposes of enabling you to access and use the Service and for any other purpose related to provision of Service to you.
2.3       Backup of Data                                                                                                                                                                                                                                                                                             You must maintain copies of all Data inputted into the Service. MadSoft adheres to its best practice policies and procedures to prevent Data loss, including a daily system Data back-up regime, but does not make any guarantees that there will be no loss of Data. MadSoft expressly excludes liability for any loss of Data no matter how caused.

3       PAYMENT  

For Software licensed on subscription basis, the following terms apply, unless MadSoft notifies you otherwise in writing.:
3.1       All MadSoft invoices will be sent to you or billing contact whose details are provided by you. Payment of full amount specified in the invoice must be paid. If your payment is outstanding for more than 30 days, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.

3.2       MadSoft will continue invoicing your annual subscription at the then-current rates, unless the Software license or subscription is cancelled or terminated under this Agreement.

4        USE OF SOFTWARE

4.1       Access Conditions

4.1.1.   You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify MadSoft of any unauthorized use of your passwords or any other breach of security and MadSoft will reset your password and you must take all other actions that MadSoft reasonably deems necessary to maintain or enhance the security of MadSoft’s computing systems and networks and your access to the Service.

4.1.2.    As a condition of these Terms, when accessing and using the Service, You must:
    i.       not attempt to undermine the security or integrity of MadSoft’s computing systems or networks;
    ii.      not use, or misuse, the Service in any way which may impair the functionality of the Service, or other systems
            used to deliver the Service or impair the ability of any other user to use the Service;
    iii.     not attempt to gain unauthorized access to any materials other than those to which you have been given express 
            permission to access or to the computer system on which the Service are hosted;
    iv.     not transmit, or input into Software, any files that may damage any other person’s computing devices or Software,
            content that may be offensive, or material or Data in violation of any law (including Data or other material protected
            by copyright or trade secrets which you do not have the right to use); and
    v.     not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer
            programs used to deliver the Service except as is strictly necessary to use either of them for normal operation.
4.1.3    You agree not to use the Software, nor permit any third party to use, the Software to upload, post, distribute, link
            to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
    i.      Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive,
            inappropriate or objectionable information or communications of any kind, including without limitation conduct that
            would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
    ii.     Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes
            a breach of any individual’s privacy;
    iii.    Except as permitted by MadSoft in writing, investment opportunities, solicitations, chain letters, pyramid schemes,
            other unsolicited commercial communication or engage in spamming or flooding;
    iv.     Virus, trojan horse, worm or other disruptive or harmful Software or Data; and
    v.      Any information, Software or Content which is not legally yours and without permission from the copyright owner

            or intellectual property rights owner.

4.2        Monitor your Content.                                                                                                                                                                                                                                                                      MadSoft may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect MadSoft or its customers, or operate the Software properly. MadSoft, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
5         CONFIDENTIALITY                                                                                                                                                                                                                                                                           Unless the relevant party has the prior written consent of the other or unless required to do so by law:

5.1     Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

5.2       Each party’s obligations under this clause will survive termination of these Terms.

5.3       The provisions of clauses 5.1 and 5.2 shall not apply to any information which:
               i.   is or becomes public knowledge other than by a breach of this clause;
               ii.  is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
               iii.  is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
               iv.  is independently developed without access to the Confidential Information.
        PRIVACY AND PERSONAL INFORMATION                                                                                                                                                                                                                                  You can view MadSoft’s Privacy Statement provided with the Software and on the website for the Software.                                                                                                                 You agree to the applicable MadSoft Privacy Statement, and any changes published by MadSoft.

 7          ADDITIONAL TERMS

7.1        MadSoft does not give professional advice.

Unless specifically included with the Software, MadSoft is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2      Communications.
MadSoft may be required by law to send you communications about the Software or Third Party Products. You agree that MadSoft may send these communications to you via email or by posting them on our websites.

8         WARRANTIES

8.1      Your use of the Software and content is entirely at your own risk. except as described in this agreement, the Software is provided “as is.” to the maximum extent permitted by applicable law, MadSoft, its affiliates, and its third party providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the Software is fit for a particular purpose, title, merchantability, Data loss, non-interference with or non-infringement of any Intellectual Property Right, or the accuracy, reliability, quality or content in or linked to the Software. MadSoft and its affiliates and suppliers do not warrant that the Software is secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the Service, whichever is sooner.

8.2     MadSoft, its affiliates and suppliers disclaim any representations or warranties that your use of the Software will satisfy or ensure compliance with any legal obligations or laws or regulations.

9          LIMITATION OF LIABILITY AND INDEMNITY

To the maximum extent permitted by applicable law, the entire liability of MadSoft, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the Software during the three (3) months prior to such claim subject to applicable law.  MadSoft, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of Data, viruses, spyware, loss of business, revenue, profits or investment, or use of Software or hardware that does not meet MadSoft systems requirements. The above limitations apply even if MadSoft and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of MadSoft, its affiliates and your exclusive remedy with respect to the Software and its use.

You agree to indemnify and hold MadSoft and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as “Claims”). MadSoft reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by MadSoft in the defence of any Claims.

If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 11.

10        CHANGES

We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Your continued use of the Software indicates your agreement to the changes.

11        TERMINATION

11.1.    Prepaid Subscriptions

MadSoft will not provide any refund for any remaining prepaid period for a prepaid Subscription Fee.

11.2.    No-fault termination

These Terms will continue for the period covered by the Subscription Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another Subscription Period of the same duration as the last Subscription Period that was paid for, provided you continue to pay the Subscription Fee, unless either party terminates these Terms by giving at least one month’s advance written notice. If you elect to terminate these Terms by providing one month’s’ advance written notice, you shall be liable to pay all relevant Subscription Fee up to and including the day of termination of these Terms.

11.3.    Breach

If You:
            1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
            2. breach any of these Terms and the breach is not capable of being remedied or any payment of Subscription Fee that are not paid in full; or
            3. You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you
              become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

MadSoft may take any or all of the following actions, at its sole discretion:

           4.  Terminate this Agreement and Your use of the Service;

           5.  Suspend for any definite or indefinite period of time, Your use of the Service and the Website;

           6.  Suspend or terminate access to all or any Data.
           7. Take either of the actions in sub-clauses (4), (5) and (6) of this clause 11(3) in respect of any or all other persons whom you have authorized to have access                   to your information or Data.

For the avoidance of doubt, if payment of any invoice for Subscription Fee due in relation to any of your Billing Contacts is not made, MadSoft may suspend or terminate your use of the Service, the authority for all or any of your Organizations to use the Service, or your rights of access to all or any Data.

11.4.    Accrued Rights

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will:

           1. remain liable for any accrued charges and amounts which become due for payment before or after termination;

           2. immediately cease to use the Service.

11.5     Expiry or termination

Clauses 3.1, 4, 5, 6, 8 and 9 survive the expiry or termination of these Terms.

12       GOVERNING LAW

This Agreement will be governed by the laws of Singapore.

13       GENERAL

13.1     Entire agreement

These Terms, together with the MadSoft Privacy Policy and the terms of any other notices or instructions given to you under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and MadSoft relating to the Service and the other matters dealt with in these Terms.

13.2     Waiver

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

13.3     Delays
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
13.4     No Assignment
 You may not assign or transfer any rights to any other person without MadSoft’s prior written consent.