Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website and software (the "Service") provided by STIV Pte. Ltd. (Singapore UEN 202630466E), registered at 50 Raffles Place #30-00, Singapore Land Towers, Singapore 048623 ("STIV," "we," "us"). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company.

STIV provides licensed, division-specific software (and, where selected, a unified assistant spanning multiple divisions) that integrates with systems you authorize to help operate parts of your business. Features vary by the plan and divisions you license.

You must provide accurate account information and are responsible for safeguarding your credentials and for all activity under your account. The Service is intended for business use by authorized organizational users, not consumers.

Paid plans are billed in advance on the cycle specified at checkout or in your order form. Fees are exclusive of GST and other applicable taxes, which will be added where required. Fees are non-refundable except as required by law or expressly stated in your agreement with STIV. We may change pricing on renewal with reasonable prior notice.

You agree not to:

• Use the Service to violate any applicable law or regulation.
• Attempt to reverse engineer, disrupt, or circumvent security controls of the Service.
• Use the Service to process data you do not have the right to process.
• Resell or provide the Service to third parties without our written consent.

The Service uses artificial intelligence to generate drafts, recommendations, analysis, and other output within each division's software. AI-generated output may be inaccurate or incomplete and does not constitute financial, legal, or other professional advice. You are responsible for configuring appropriate human approval gates and for reviewing AI-generated output before relying on it or acting on it. STIV is not responsible for decisions made on the basis of unreviewed AI-generated output.

STIV retains all rights, title, and interest in the Service, including its software, design, and underlying technology. You retain all rights to the data and content you submit to the Service ("Customer Data"). You grant STIV a limited license to process Customer Data solely to provide the Service.

Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information, and not less than a reasonable standard of care, and to use such information only as needed to fulfill its obligations under these Terms. These obligations do not apply to information that is or becomes publicly available without breach of these Terms, was already known to the receiving party without an obligation of confidentiality, is independently developed without use of the confidential information, or is required to be disclosed by law.

Except as expressly stated in an order form or separate written agreement, the Service is provided "as is" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

You will indemnify and hold STIV harmless from third-party claims arising from Customer Data, your breach of these Terms, or your violation of applicable law. STIV will indemnify and hold you harmless from third-party claims that the Service, as provided by STIV and used in accordance with these Terms, infringes that third party's intellectual property rights. Each party's indemnification obligations are subject to prompt notice, sole control of the defense, and reasonable cooperation from the indemnified party.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, arising from these Terms, even if advised of the possibility of such damages. Except for breaches of confidentiality, infringement of intellectual property rights, gross negligence, willful misconduct, or fraud, each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to STIV in the 12 months preceding the event giving rise to the claim.

STIV will use commercially reasonable efforts to maintain Service availability of at least 99.5% measured monthly, excluding scheduled maintenance and events beyond STIV's reasonable control. Specific service level commitments and remedies for Full Suite and STIV Unified plans are set out in your order form.

Either party may terminate these Terms for convenience with 30 days' written notice, or as otherwise set out in your order form. Either party may terminate for the other's material breach if such breach remains uncured 30 days after written notice. We may suspend or terminate access immediately, without a cure period, for non-payment or conduct that poses a security or legal risk to the Service or other customers. On termination, we will make Customer Data available for export for 30 days, after which it will be deleted in accordance with our Privacy Policy.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, government action, or pandemic, provided the affected party uses reasonable efforts to resume performance. Either party may terminate without penalty if such an event continues for more than 30 days. Financial inability to pay is not a force majeure event.

These Terms are governed by the laws of Singapore, without regard to conflict-of-law principles, unless a separate signed agreement between you and STIV specifies otherwise. Any dispute arising out of or relating to these Terms that cannot be resolved informally within 30 days will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules then in force, seated in Singapore and conducted in English. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

• Assignment— Neither party may assign these Terms without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
• Entire Agreement — These Terms, together with any order form, constitute the entire agreement between you and STIV regarding the Service and supersede prior agreements on the subject.
• Severability — If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.
• No Waiver — Failure to enforce any provision is not a waiver of the right to enforce it later.

We may update these Terms from time to time. Material changes will be reflected by an updated "Last updated" date above, and, where required, communicated to active customers.

Questions about these Terms can be sent to legal@iamstivai.com.