Terms & Conditions

1. Definitions

• "Agreement" means the Service Agreement together with these Terms and the Privacy Policy.
• "Provider" means Ima Collective Pte Ltd (UEN: 202601337E) and its authorized representatives.
• "Service" means the SalesDojo cloud-based CRM platform and related services.
• "Customer Data" means all data uploaded by Customer or its users.
• "End-User Data" means personal data of Customer's prospects and clients.
• "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or electronically.

2. License & Usage

Provider grants Customer a non-exclusive, non-transferable license to access and use the Service during the term of the Agreement, for the number of users specified in the Service Agreement.

• Customer may permit its employees and authorized agents to use the Service as users.
• Customer shall not sublicense, resell, or provide the Service to third parties.
• Customer shall not attempt to reverse engineer, decompile, or derive source code from the Service.
• Customer shall not use the Service for any unlawful purpose or in violation of any applicable regulations.

3. Customer Obligations

• Customer is responsible for maintaining the confidentiality of account credentials.
• Customer shall ensure all users comply with these Terms.
• Customer is solely responsible for the accuracy and legality of Customer Data.
• Customer shall obtain all necessary consents before uploading personal data to the Service.
• Customer shall not upload content that infringes third-party rights or violates applicable law.

4. Provider Obligations

• Provider shall use commercially reasonable efforts to make the Service available 99% of the time, measured monthly, excluding scheduled maintenance and force majeure events.
• Provider shall implement and maintain reasonable administrative, technical, and physical security measures to protect Customer Data in accordance with industry standards.
• Provider shall process Customer Data solely in accordance with the Agreement and applicable law, and shall not use Customer Data for any purpose other than providing the Service.
• Provider shall notify Customer without undue delay (and in any event within 72 hours) upon becoming aware of any data breach affecting Customer Data.
• Provider shall provide reasonable technical support during Singapore business hours (Monday to Friday, 9:00 AM to 6:00 PM SGT, excluding public holidays).

5. Intellectual Property

Provider retains all rights, title, and interest in the Service, including all software, algorithms, and documentation. Customer retains all rights in Customer Data. Customer grants Provider a limited, non-exclusive license to process Customer Data solely to provide the Service. Neither party shall acquire any rights in the other party's intellectual property except as expressly granted herein.

6. Limitation of Liability

7. Indemnification

7.1 Customer shall indemnify and hold harmless Provider from any claims, damages, or expenses arising from:

• Customer's breach of these Terms;
• Customer's violation of applicable law;
• Customer Data or Customer's failure to obtain proper consent for End-User Data.

7.2 Provider shall indemnify and hold harmless Customer from any third-party claims that the Service infringes any intellectual property right, provided that Customer promptly notifies Provider, grants Provider sole control of the defence, and provides reasonable cooperation.

8. Confidentiality

Each party agrees to keep confidential any Confidential Information received from the other party and to use such information only for the purposes of this Agreement. Each party shall protect the other's Confidential Information with the same degree of care it uses for its own confidential information, but no less than reasonable care. This obligation survives termination for a period of 2 years.

9. Term & Termination

9.1 The initial term of the Agreement and any renewal terms are as specified in the Service Agreement.

9.2 Either party may terminate the Agreement for cause if the other party materially breaches any provision and fails to cure such breach within 30 days of written notice.

9.3 Customer may terminate for convenience by providing 30 days' written notice, subject to any minimum commitment in the Service Agreement.

9.4 Upon termination or expiry, Provider shall make Customer Data available for export for 30 days. After this period, Provider shall permanently delete all Customer Data from its systems, including backups, within 60 days. Provider shall provide written confirmation of deletion upon Customer's request.

9.5 The following sections survive termination: Intellectual Property, Limitation of Liability, Indemnification, Confidentiality, and Governing Law.

10. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, power failure, or internet disruption. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

11. Governing Law & Dispute Resolution

11.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

11.2 Any dispute arising out of or in connection with this Agreement shall be resolved as follows:

• The parties shall first attempt to resolve the dispute through good-faith negotiation within 30 days of written notice of the dispute.
• If negotiation fails, the dispute shall be referred to mediation administered by the Singapore Mediation Centre.
• If mediation fails within 60 days, either party may submit the dispute to the exclusive jurisdiction of the courts of the Republic of Singapore.

12. Modifications

Provider may modify these Terms with 30 days' written notice to Customer. Continued use of the Service after the notice period constitutes acceptance. If Customer does not agree to the modified Terms, Customer may terminate the Agreement in accordance with Section 9.

13. General

• Entire Agreement: The Agreement (comprising the Service Agreement, these Terms, and the Privacy Policy) constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No waiver of any provision shall be effective unless in writing and signed by the waiving party.
• Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Notices: All notices under this Agreement shall be in writing and sent to the addresses specified in the Service Agreement, or by email to the designated contacts.