Terms of Use

1.1 These Terms apply to your use of the Service (as that term is defined below). By setting up an account:

• you agree to these Terms; and
• where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person's behalf and that, by agreeing to these Terms on that person's behalf, that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.

2.1 We may update these Terms from time to time. If we make a material change, we will give you reasonable advance notice by email, through the Service, or by posting a notice on the Website. Unless we say otherwise, the updated Terms will take effect on the date stated in the notice. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription before the changes take effect. By continuing to use the Service after the effective date, you agree to the updated Terms.

In these Terms:

Blurality Software

means the software owned by us (and our licensors) that is used to provide the Service.

Confidential Information

means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Blurality Software. Your Confidential Information includes the Data.

Data

means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

Fees

means the applicable fees set out on our pricing page on the Website at https://gaijinmode.com/pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.

Force Majeure

means an event that is beyond the reasonable control of a party, excluding: an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or a lack of funds for any reason.

Intellectual Property Rights

includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.

Service

means the service having the core functionality described on the Website, as the Website is updated from time to time.

Start Date

means the date that you set up an account.

Terms

means these terms titled SaaS terms of use.

Underlying Systems

means the Blurality Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

We, us or our

means Blurality Pte. Ltd., company number 202514240K, a company incorporated in Singapore whose registered office is at Blk 125, Pending Road, Singapore.

Website

means the internet site at https://gaijinmode.com, or such other site notified to you by us.

Year

means a 12-month period starting on the Start Date or the anniversary of that date.

You or your

means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

4.1 We must use reasonable efforts to provide the Service:

• in accordance with these Terms and Singapore law;
• exercising reasonable care, skill and diligence; and
• using suitably skilled, experienced and qualified personnel.

4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.

4.3 Subject to clause 4.4, we will use reasonable efforts to make the Service available, but we do not guarantee that the Service will be available at all times or without interruption. The Service may be unavailable from time to time for maintenance, updates, security reasons, technical issues, or events beyond our reasonable control.

4.4 The Service may rely on or interoperate with third party services, platforms, or features. We do not guarantee the ongoing availability of any third party service or feature.

5.1 You must use the Service only in accordance with these Terms, for your own personal, lawful, non-commercial learning purposes, unless your subscription plan expressly allows business, classroom, or team use.

5.2 When accessing the Service, you and your personnel must:

• not impersonate another person or misrepresent authorisation to act on behalf of others or us;
• correctly identify the sender of all electronic transmissions;
• not attempt to undermine the security or integrity of the Underlying Systems;
• not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
• not attempt to view, access or copy any material or data other than that which you are authorised to access;
• not use the Service in a manner, or transmit, input, or store any Data, that infringes any third party right, is unlawful, abusive, harmful, fraudulent, defamatory, obscene, or otherwise objectionable.

5.3 A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.

5.4 You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Service.

6.1 You acknowledge that we may access and process Data to provide, maintain, support, secure, improve, and enforce the Service, to comply with law, and to exercise our rights and perform our obligations under these Terms.

6.2 You must ensure that any Data you provide through the Service is lawfully provided and that you have any rights, permissions, or consents reasonably necessary for your use of the Service.

6.3 You acknowledge and agree that we may use Data and information about your use of the Service to create aggregated and de-identified statistical and analytical data for research, analytics, service improvement, and business reporting.

6.4 To the extent Data contains personal information, we will collect, use, store, and otherwise process that personal information in accordance with applicable law and our Privacy Notice.

6.5 We use reasonable technical and organisational measures to protect Data stored through the Service. However, we do not guarantee against loss of Data.

6.6 You acknowledge that Data, including personal information, may be stored, processed, or accessed in Singapore and in other countries where we or our service providers operate, including the United States.

6.7 If we become aware of a confirmed or reasonably suspected unauthorised access to personal information processed through the Service, we will take reasonable steps to investigate and respond.

6.8 You are responsible for the content and Data you choose to submit through the Service. If your breach of these Terms causes us to suffer loss or face a third party claim, you will be responsible for that loss or claim.

7.1 You must pay us the Fees.

7.2 Subscription fees are charged in advance on a recurring basis using your selected payment method, unless otherwise stated at the point of purchase.

7.3 The Fees exclude any applicable goods and services, value-added, sales or other similar tax, which you may be required to pay on taxable supplies.

7.4 You must pay the Fees in accordance with the payment terms shown at the time of purchase, renewal, or upgrade.

7.5 We may charge interest on overdue amounts at an annual percentage rate equal to the corporate overdraft reference rate plus 2% per annum.

7.6 We may change the Fees from time to time by giving reasonable prior notice. Any change to subscription Fees will apply from the start of your next billing cycle or renewal term.

8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors' property).

8.2 As between you and us, you retain ownership of your Data. You grant us a non-exclusive, worldwide licence to host, store, process, reproduce, transmit, and display your Data solely to the extent reasonably necessary to provide the Service.

8.3 If you provide us with ideas, comments, or suggestions relating to the Service, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use that feedback for operating, developing, improving, and promoting the Service.

8.4 You acknowledge that the Service may link to third party websites or feeds. Any link from the Service does not imply that we endorse those websites or feeds.

9.1 Each party must, unless it has the prior written consent of the other party:

• keep confidential at all times the Confidential Information of the other party;
• effect and maintain adequate security measures to safeguard the other party's Confidential Information; and
• disclose the other party's Confidential Information to its personnel on a need to know basis only.

9.2 The obligation of confidentiality does not apply to disclosure required by law, information that is publicly available, or information rightfully received from a third party.

10.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

10.2 To the maximum extent permitted by law, except as expressly set out in these Terms, the Service is provided on an "as is" and "as available" basis, and we exclude all conditions, guarantees, representations, and warranties.

10.3 We do not warrant that the Service will meet your individual requirements or expectations, achieve any particular learning outcome, or be uninterrupted, error-free, completely secure, or free from harmful code.

10.4 Where applicable law implies a condition, guarantee, or warranty that cannot lawfully be excluded, our liability for breach is limited to the maximum extent permitted by law.

11.1 To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms or the Service will not exceed the total Fees paid by you for the Service in the 12 months immediately preceding the event giving rise to the claim.

11.2 To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive loss or damage, or for any loss of profit, revenue, savings, business opportunity, or goodwill.

11.3 Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence or fraud.

11.4 Clause 11.2 does not apply to limit your liability to pay the Fees or under clause 6.8.

11.5 Neither party will be liable for any failure to perform caused by the other party failing to comply with its obligations under these Terms.

11.6 Each party must take reasonable steps to mitigate any loss or damage arising out of anything done or not done by the other party.

12.1 These Terms start on the Start Date and continue until your account is closed or your subscription ends in accordance with these Terms.

12.2 If your subscription includes a minimum commitment period, cancellation will take effect at the end of that minimum period.

12.3 We may suspend or terminate your access to the Service immediately if you materially breach these Terms, if required by law, or if necessary to protect the Service, other users, or our rights.

12.4 You may terminate these Terms in accordance with clause 7.6.

12.5 Termination does not affect either party's rights and obligations that accrued before that termination.

12.6 On termination, you must pay any outstanding Fees properly incurred before the effective date of termination.

12.7 Except as required by law, fees paid are non-refundable.

12.8 Following termination, each party must, on request, return or securely delete the other party's Confidential Information.

12.9 Where the Service includes export or download features, you may retrieve your available Data before your account is closed.

12.10 We may investigate, restrict, suspend, or terminate your access if we reasonably believe that you have compromised the security of the Service, used the Service unlawfully, or materially breached these Terms.

13.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

13.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

13.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

13.4 We are an independent contractor. Nothing in these Terms creates any partnership, joint venture, employment, fiduciary, or agency relationship between you and us.

13.5 If we need to contact you, we may do so by email, through the Service, or by posting a notice on the Website. You may contact us using the contact details stated on the Website.

13.6 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the law of Singapore. Each party submits to the non-exclusive jurisdiction of the Courts of Singapore.

13.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.8, 8, 9, 11, 12.5 to 12.9 and 13.6, continue in force.

13.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to remedy the issue. If modification is not possible, the part or provision must be treated as severed from these Terms.

13.9 Subject to clauses 2.1 and 7.6, any variation to these Terms must be in writing and signed by both parties.

13.10 These Terms, together with any pricing, subscription details, and policies expressly incorporated by reference, set out the entire agreement between you and us in relation to the Service.

13.11 You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations as part of a corporate reorganisation, merger, acquisition, sale of assets, or by operation of law.