Last updated: 21 June 2023
This Terms of Service Agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and AJOURNEY TECHNOLOGIES PTE. LTD. (“Ajourney”). This Agreement contains the terms and conditions that governs the use of Ajourney's site, ajourney.io (the “Site”) and Ajourney's products and services as listed at ajourney.io (as such list may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who access or use the Services, in their company's capacity or in an individual capacity, including authorised users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User's agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual.
By entering into this Agreement, or by accessing or using the Services, User agrees to be bound by the Agreement.
Ajourney will provide User with prior notice of any scheduled changes to the Agreement. The modified Agreement will become effective upon posting or notification. By continuing to use the Services after the effective date of any changes, User agrees to be bound by the modified terms.
If User has any questions about this Agreement or the Services, User may contact Ajourney at [email protected].
Ajourney's provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which Ajourney may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
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To use the Services, User must have an account with Ajourney (an “Account”). User hereby authorises Ajourney to obtain and store User's Account information as necessary to make the Services available to User.
User will designate and authorise either itself and/or one or more individuals with authority to (i) act on User's behalf, (ii) provide information on User's behalf, and (iii) bind User and/or User's business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorised by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User's behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorised by User, regardless of User's knowledge of such actions (the “Authorised Actions”). Authorised Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorised representative of User (an “Authorised Representative”), and (ii) actions that User, an Account Administrator, or an Authorised Representative (or anyone that Ajourney reasonably believes to be User, an Account Administrator, or an Authorised Representative) directs or instructs Ajourney to take on its behalf.
In addition, User is solely responsible for (i) following instructions that Ajourney provides to User with respect to the Services, whether such instructions are provided via the Services, email, or otherwise, and (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilise the Services, including but not limited to internet access, networking equipment, hardware, software, and operating systems.
User will, and will cause authorised users of User's Account, including but not limited to Account Administrators and Authorised Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User's Account or passwords or credentials for User's Account have been disclosed to, accessed by, or compromised by unauthorised persons, User must immediately notify Ajourney. Ajourney reserves the right to prevent access to the Services if Ajourney has reason to believe that User's Account or passwords or credentials for User's Account have been compromised.
User is responsible for timely providing Ajourney with the information required for Ajourney to perform the Services. User may furnish such information directly to Ajourney or via an Account Administrator or Authorised Representative, such as User's accountant. Furthermore, User represents and warrants to Ajourney that for any information that User shares with Ajourney, whether directly, via its Account Administrator, or via its Authorised Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to Ajourney, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorised Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Ajourney, whether directly or through an Account Administrator or Authorised Representative, of any changes to the information provided to Ajourney.
In addition, User, whether directly or through its Account Administrators or Authorised Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Services by Ajourney (or otherwise made available to User by Ajourney) for User's review, and User or its Account Administrators or Authorised Representatives must notify Ajourney of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Ajourney.
User, whether directly or through its Account Administrators or Authorised Representatives, is also obligated to promptly notify Ajourney of any third-party notices that User may receive which could affect Ajourney's ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or Ajourney in connection with the Services.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to Ajourney by User, an Account Administrator, or an Authorised Representative, together with any actions authorised by such foregoing parties via the Services (e.g., clicking the “Confirm” to submit payroll or other buttons) or otherwise (e.g., calling, messaging or emailing an Ajourney Customer Support representative to take an action), will have the same effect as such parties providing a written signature authorising electronic payments, filings, or any other actions in connection with the Services.
“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Service by Users. For the avoidance of doubt, any templates, documents, or materials that Ajourney provides to User via the Services shall constitute Ajourney Content (as defined below) hereunder. Ajourney does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to Ajourney a non-exclusive, transferable, sublicensable, worldwide, royalty-free licence to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant Ajourney the licence rights in User Content under this Agreement. User Content is subject to the provisions of Section 6.
User may generally remove User Content from the Site or Services, provided that certain types of User Content may not be removed from the Site or Services, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Site or Services. Ajourney is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
“Ajourney Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by Ajourney, other than User Content. User Content and Ajourney Content shall be collectively referred to herein as “Content.” Ajourney and its licensors exclusively own all worldwide right, title, and interest in and to the Ajourney Content, and also in and to the Site and the Services, including in each case all associated intellectual property rights (“Ajourney IP”). User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services, or Ajourney Content. This Agreement does not convey any proprietary interest in or to any Ajourney IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Services, or Ajourney Content (“Feedback”) is given entirely voluntarily and Ajourney will be free to use, disclose, reproduce, licence, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to Ajourney in response to any surveys Ajourney conducts, through any available technology, about User's experience.
Subject to User's compliance with this Agreement, Ajourney grants User a limited, non-exclusive, non-transferable, non-sublicensable licence to access, view, and download Ajourney Content solely in connection with User's permitted use of the Site and Services for User's own behalf.
User agrees not to take any of the following actions:
User may be able to integrate, enable, access or use third party products, services and applications(collectively, “Other Services”) which the Services links to. If User decides to integrate, enable, access or use Other Services, User understands and agrees that access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and Ajourney does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data or any interaction between User and the provider of such Other Services. User irrevocably waives any claim against Ajourney with respect to such Other Services. Ajourney is not liable for any damage or loss caused or alleged to be caused by or in connection with User integration, enablement, access or use of any such Other Services, or User's reliance on the privacy practices, data security processes or other policies of such Other Services. User may be required to register for or log into such Other Services on their respective websites. By integrating, enabling any Other Services, User is expressly permitting Ajourney to disclose User's account credentials as well as User's content as necessary to facilitate the integration or enablement and use of such Other Service.
Ajourney shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Ajourney or by third-party providers, or because of other causes beyond Ajourney's reasonable control, but Ajourney shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, AJOURNEY 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 AJOURNEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, AJOURNEY 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 AJOURNEY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY USER TO AJOURNEY 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 AJOURNEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Services and this Agreement will continue until they are terminated by either party. Ajourney or User may terminate the Services and this Agreement by giving either party at least thirty (30) days' prior written notice.
In addition to Ajourney's foregoing termination right, Ajourney may immediately suspend or restrict User's Account; suspend or restrict User's access to the Site or any Services; block Ajourney's ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) Ajourney has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Ajourney determines that User's actions are likely to cause legal liability for or material negative impact to Ajourney; (iii) Ajourney believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Ajourney has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within five (5) days of Ajourney providing User with notice of the non-payment. Furthermore, while Ajourney strives to support a multitude of business and organization types, in certain unique situations, if Ajourney cannot support the payroll-related filings for User's business or organisation type, Ajourney may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User's or Ajourney's rights with respect to transactions which occurred before termination. Ajourney will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Ajourney's termination of this Agreement. Any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
Upon termination of any of the Service(s) and/or termination of this Agreement, User's right to access and use such terminated Services(s) will automatically terminate; provided, however, that Ajourney will generally continue to provide User with the ability to access User's Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User's Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User's Account, and any information accessible via User's Account. Ajourney may deny the Limited Access Rights to User, or Ajourney may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that User may have at any time breached Section 6 of this Agreement.
Ajourney may modify the Agreement at any time, at Ajourney's sole discretion. If Ajourney does so, Ajourney shall let User know either by posting the modified Agreement on the Site or through other communications. It is important that User reviews the Agreement whenever Ajourney modifies it because if User continues to use the Site or Services after Ajourney has notified User of the modification and the modified Agreement has been posted on the Site or Services, User is indicating to Ajourney that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Site or Services. Because the Site and Services are evolving over time, Ajourney may change or discontinue all or any part of the Site, Services, or Ajourney Content at any time and without notice, at Ajourney's sole discretion.
This Agreement, including all applicable Service Terms, constitutes the entire agreement between Ajourney and User regarding the Site, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. This Agreement may be modified only by a written amendment signed by the parties or as otherwise provided in Section 11.
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 Ajourney's prior written consent. Ajourney may transfer and assign any of its rights and obligations under this Agreement without consent. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.
This Agreement shall be governed by the laws of Singapore without regard to its conflict of laws provisions.