Terms & Conditions

Introduction

Users must read this document carefully. Capitalised words are defined in the relevant dedicated section of this document.

By accessing and/or using PraisePal, Customers and Users will be entering into a binding agreement with the Owner and will be bound by these Terms and all documents and terms incorporated herein by reference, subject to any other agreement entered into between Customers or Users, as the case may be, and the Owner. Customers and Users who do not agree with these Terms should not access or use PraisePal.

These Terms govern the use of PraisePal and any other related Agreement or legal relationship with the Owner. These Terms, including any and all documents and terms incorporated herein by reference, constitute a legally binding agreement between Customers or Users, as the case may be, and the Owner.

By accessing and/or using PraisePal, Customers and Users acknowledge and agree that they have fully read, understood, and irrevocably accept the following Terms as well as any documents or terms incorporated herein by reference unless agreed otherwise by a separate agreement. In the event of any conflict between these Terms and a separate agreement between Users and the Owner, the latter will take precedence.

Customers and Users also agree to use PraisePal in accordance with these Terms and only for lawful purposes as stipulated by law.

PraisePal is provided by:

WorkPal Technologies Pte Ltd
71 Ayer Rajah Crescent,
Singapore 139951

Owner contact email: support@praisepal.com

1. What Customers and Users should know at a glance

Customers may initiate a subscription on PraisePal with the Owner and register an account. Subsequently, Customers may create individual accounts for Users. Users will log in to their individual accounts to access and/or use the Services.

2. How PraisePal works

PraisePal merely serves as a technical infrastructure or platform to allow Users to interact with each other. Customers and Users acknowledge that the Owner is therefore not directly involved in any such interactions between Users.

3. TERMS OF USE

3.1 Unless otherwise specified, these Terms shall take effect and apply generally upon the earlier of:

• Customers’ or Users’ access and/or use of PraisePal;
• Customers’ or Users’ registration of an account with PraisePal; or
• the execution of a written agreement with the Owner and/or PraisePal for the provision of the Service.

3.2 These Terms shall remain in full force between Customers or Users, as the case may be, and the Owner as long as said Customers or Users access and/or use PraisePal, have a registered account with PraisePal, and/or have an existing written agreement with the Owner and/or PraisePal for the provision of the Service.

3.3 Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document.

3.4 The Owner may, in its sole discretion, terminate these Terms by giving Customers or Users prior written notice in the event of any actual or suspected breach of any of these Terms. Upon termination of these Terms:

• all of Customers’ and Users’ rights under these Terms shall terminate;
• any amount owing or due to the Owner and/or PraisePal shall be immediately payable;
• Customers shall not be entitled to a refund of any amount paid;
• Customers’ and Users’ accounts with PraisePal and/or any access rights to PraisePal shall be terminated; and
• Customers and Users may use the contact details provided in this document to send the Owner a request to export their data, including but not limited to data regarding the content they have provided on PraisePal, products redeemed and historical activity, within seven (7) days.

3.5 Clauses 6, 11, 14 to 20, 25, 26, 31 to 36, 38, 39, 41, 42, 44, and 46 to 58 shall survive termination of these Terms.

4. Representations and warranties

4.1 By using PraisePal, Customers and Users warrant and represent:

• that they have read and understood these Terms and agree to all the terms set out herein;
• that they have the requisite power, capacity, and authority to enter into this Agreement and to perform all of their obligations under this document;
• that if they are accessing and/or using PraisePal on behalf of another person or entity, they are authorised on such person’s or entity’s behalf to accept these Terms and that they will inform such other person or entity of this document, and such person or entity shall be liable for their breach of any of these Terms;
• that their execution and performance of these Terms does not and will not be in breach of, or conflict with any order, judgment, agreement, or other binding instruments;
• that they have had the opportunity to obtain independent legal advice before using PraisePal;
• that they have complied and will comply with all applicable laws (including all applicable personal data protection laws and regulations) in Singapore or the relevant jurisdiction where they are located, and that they will provide the Owner with any documents or information reasonably required for the Owner to ascertain their compliance with said applicable law;
• that they are solely responsible for their own hardware, internet connection, or telecommunication and data charges incurred from the use of PraisePal;
• that they will not use PraisePal for any improper or unlawful purpose that would violate any applicable law, regulations having the force of law or any Agreement;
• that they will not use PraisePal in any manner which is abusive, orwhich violates any laws or regulations or infringes on the legal rights of any third party, or which is defamatory, fraudulent, indecent, offensive, or deceptive;
• that they will not use PraisePal to threaten, harass, abuse, or intimidate others, to damage the Owner’s name or reputation, the Owner’s affiliates and/or subsidiaries, to breach security on any computer network, or to obtain unauthorised access to an account;
• that they will only use PraisePal with data that they are entitled to have, store and transfer to the Owner and/or PraisePal and for which they are entitled to obtain data from third-party sources;
• that they will not take any action which is intended to, or would reasonably be expected to harm the Owner, the Owner’s affiliates and/or subsidiaries and PraisePal, or which would reasonably be expected to bring the Owner, the Owner’s affiliates, and/or subsidiaries into disrepute;
• that they will not use PraisePal in any manner that would damage or disable the Owner’s and/or PraisePal’s servers, or interfere with any security-related feature of PraisePal;
• that they will not use PraisePal in any manner that would interfere with other Customers’ or Users’ access and/or use and/or enjoyment of PraisePal;
• that they will not engage in any attempt to disassemble, reverse engineer, decompile, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to any part of PraisePal;
• that they will not engage in any attempt to modify or otherwise create any derivative work based on PraisePal;
• that they will not attempt to gain unauthorised access to PraisePal by using other Customers’ or Users’ accounts via any means of interference including but not limited to hacking and mining;
• that they will not attempt to obtain through any means any data not available or not provided for through PraisePal; and
• that they will compensate and defend the Owner, the Owner’s affiliates, and/or subsidiaries fully against any legal proceedings brought against the Owner, the Owner’s affiliates, and/or subsidiaries by any other person as a result of their breach of these Terms.

4.2 Customers and Users agree and undertake to notify the Owner immediately if any of the aforementioned warranties and representations become untrue, invalid, misleading, or incomplete in any respect.

4.3 The Owner reserves the right to deny Customers and Users access to PraisePal if the Owner reasonably assesses that they have made a false, invalid, misleading, or incomplete warranty and/or representation.

4.4 The Owner also reserves the right to take appropriate lawful actions in response to any breach of these Terms by Customers or Users, including but not limited to the suspension or termination of their access to PraisePal and/or accounts with PraisePal. This does not limit the Owner’s right to take any other action against Customers and/or Users to defend the Owner’s rights or those of any other person under these Terms.

5. Subscriptions

5.1 Subscriptions allow Customers to receive a Product continuously or regularly over a determined period of time.

5.2 Paid subscriptions begin on the day the payment is received by the Owner.

5.3 In order to maintain subscriptions, Customers must pay the required recurring subscription fee in a timely manner. The Owner is entitled to terminate the Service and/or provision of the Product if Customers fail to make the required payment on time.

5.4 The Owner may offer discounts for the subscription fee. Any such discount shall always be granted at the Owner’s sole discretion. Any such discount shall also be subject to the conditions that the Owner may impose for Customers to be eligible for the discount.

5.6 Repeated or recurring discounts create no claim, title, or right that Customers may enforce against the Owner in the future.

5.7 Depending on the case, discounts shall be valid for a limited time only. If an offer or discount is limited by time, the time indications refer to Singapore Standard Time unless otherwise specified.

6. Termination of open-ended subscriptions

6.1 Open-ended subscriptions may be terminated at any time through the Billing Portal on PraisePal. Customers and/or Users may continue to access and/or use the Service for the duration of their billing cycle, and termination shall take effect at the start of the next billing cycle. To illustrate, if the billing cycle runs from 1 January to 31 January and the Customer terminates their subscription on 17 January, they may continue to access and/or use the Service until 31 January. Termination will take effect on 1 February.

6.2 Termination of their subscriptions shall not entitle Customers to any claims for compensation or reimbursement from the Owner.

6.3 Termination of their subscriptions does not exempt Customers from paying any applicable fees to the Owner as required under any agreement.

7. Terms and conditions applying to extra features

Customers that have an active subscription may purchase single extra add-ons or features, described in the relevant section of PraisePal. Unless otherwise specified, such extras are subject to the same terms applicable to the main Product, including all provisions of this document.

8. Account registration

8.1 To use the Service, Customers will register an account with PraisePal. Subsequently, Customers will create and register individual accounts for Users. Customers and Users agree that all data and information provided for the purposes of registering and/or creating a user account is true, accurate, current, and complete.

8.2 Customers and Users are responsible for keeping their login credentials and account information confidential and safe. For this reason, they are also required to choose passwords that meet the highest standards of strength permitted by PraisePal.

8.3 Customers and Users agree and acknowledge that any access and/or use of PraisePal, and any instructions identified by their user account, regardless of whether such access or use of PraisePal or instruction, is authorised by them, shall be deemed to be, as the case may be: (a) access and/or use of PraisePal by such them; or (b) instructions transmitted and/or validly issued by them.

8.4 Customers and Users agree that the Owner shall not be liable for the access and/or use of PraisePal under their account by anyone other than said Customers or Users, or for acting upon any instructions received from their account. The Owner shall not be obliged to verify the authenticity, accuracy, and/or completeness of such instructions.

8.5 In the event that Customers or Users designate any other individual with the right to access, use and/or administer their account, said Customers or Users remain fully liable for all acts and/or omissions of these individuals regardless of whether said individuals are acting under or against their instructions.

8.6 Customers and Users are required to immediately and unambiguously inform the Owner via the contact details indicated in this document if they think their personal information, including but not limited to user accounts, access credentials, or Personal Data, has been violated, unduly disclosed, or stolen.

8.7 Customers and Users shall be completely responsible and liable for all losses and consequences arising from or in connection with any failure by them to comply with this Clause 8.

8.8 In any event, the Owner reserves the right to approve or refuse, in its sole discretion, the registration of an account by Customers or Users with PraisePal.

9. No assignment or transfer of accounts

Customers and Users may not assign or otherwise transfer their account to any party without the prior written consent of the Owner.

10. Acceptable use

10.1 Upon registering an account with PraisePal, Customers, and Users are granted a limited, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right to access and/or use PraisePal in accordance with these Terms. This right is granted for the sole purpose of enabling Customers and Users to access and/or use PraisePal as provided by the Owner and in the manner permitted by these Terms.

10.2 Customers and Users are solely responsible for making sure that their use of PraisePal violates no applicable law, regulations, or third-party rights.

10.3 The Owner reserves the right to take any appropriate measure to protect its legitimate interests, including but not limited to denying Customers or Users access to PraisePal, terminating contracts, or reporting any misconduct performed through PraisePal to the competent authorities – such as judicial or administrative authorities – whenever Customers or Users engage or are suspected to engage in any of the following activities that:

• violate laws, regulations, or these Terms;
• infringe any third party rights;
• impair the Owner’s legitimate interests; or
• offend the Owner or any third party.

11. Account termination

11.1 Upon the termination of a Customer’s subscription, the Customer’s account with PraisePal shall be terminated. User accounts that were created by said Customer shall also be terminated.

11.2 Users can terminate their account and stop using the Service at any time by sending a clear and unambiguous termination notice to the admin(s) of their account.

11.3 Termination of their account shall not entitle Customers or Users to any claims for compensation or reimbursement from the Owner.

11.4 Termination of their account does not exempt Customers or Users from paying any applicable fees to the Owner as required under any agreement.

12. Account suspension and deletion

12.1 The Owner reserves the right, at its sole discretion, to suspend or delete at any time and without notice, accounts which it deems inappropriate, offensive, or in violation of these Terms.

12.2 The suspension or deletion of accounts shall not entitle Customers or Users to any claims for compensation, damages or reimbursement from the Owner.

12.3 The suspension or deletion of accounts due to causes attributable to Customers or Users does not exempt them from paying any applicable fees as required under any agreement.

13. Content on PraisePal

13.1 Unless otherwise specified or clearly recognisable, all content available on PraisePal is owned or provided by the Owner or its licensors.

13.2 The Owner undertakes to ensure that the content provided on PraisePal infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result. Customers and Users acknowledge that the Owner is not responsible or liable for any losses, expenses, costs, and/or damage suffered by them in relation to or in connection with such content. The use of and/or reliance on any content provided on PraisePal is solely at Customers’ and/or Users’ risk.

13.3 Customers and Users are encouraged to report related complaints regarding the content provided on PraisePal to the Owner by using the contact details provided in this document.

14. Rights regarding content on PraisePal - All rights reserved

14.1 Unless expressly granted under these Terms, Customers, and Users do not have any rights in any content made available on PraisePal that they did not provide themselves, and may not use such content for any commercial purposes or in a way that constitutes copyright or other intellectual property right infringement. Customers and Users may not, therefore, use such content in any way that is not necessary or implicit in the proper use of the Service.

14.2 The Owner and/or its licensors retain all rights, titles, and interests in all of its intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon (collectively, “Intellectual Property Rights”). Customers and Users acknowledge and agree that they shall not use any of the Owner’s and/or its licensors’ Intellectual Property Rights for any reason beyond what has been expressly permitted under these Terms without the Owner’s prior written consent.

14.3 Without limiting the above, the Owner retains all Intellectual Property Rights over the source code and technical information as well as all content and information relating to PraisePal, including but not limited to text, graphics, logos, images, source code, or any combination thereof. These Terms shall not confer any right or interest upon Customers or Users to the Owner’s and/or its licensors’ Intellectual Property Rights beyond the limited, personal, non-exclusive, non-transferrable, non-assignable, non-sublicensable, revocable right to access and/or use PraisePal in accordance with these Terms.

14.4 Any license granted to Customers or Users under these Terms does not grant them any rights to access, usage, or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Owner’s or its licensors’ sole property.

14.5 Customers and Users acknowledge and agree that they shall not do anything that directly or indirectly results in the infringement or violation of the Owner’s Intellectual Property Rights and/or the Intellectual Property Rights of any other individual. Customers and Users shall not create any derivative works based on any content on PraisePal unless they are the owner of such content.

14.6 Customers and Users shall not use any name, logo, trademark, trade name, service mark, or any other symbol of or associated with the Owner and/or PraisePal for any purpose whatsoever without obtaining the prior written consent of the Owner and/or PraisePal.

14.7 The Owner reserves the right to terminate the accounts of Customers or Users who misuse such content. All rights and licenses granted to Customers and Users shall immediately terminate upon any termination or expiration of these Terms.

15. Access to external resources

15.1 Through PraisePal, Customers, and Users may have access to third-party websites, resources, products, services, information, advertisement, or other materials (collectively, “Third Party Websites”). Customers and Users acknowledge that the Owner does not control such Third Party Websites and is not responsible for their content, data policy practices or other practices, nor is the Owner responsible for their availability.

15.2 The inclusion of links to such Third Party Websites does not imply any endorsement of the material on such Third-Party Websites or any association with their operators. Customers and Users acknowledge that the Owner is not responsible or liable for any advertising material submitted by third parties on PraisePal, including, without limitation, any error, omission, or inaccuracy of such advertising material.

15.3 The Owner shall have no obligations in relation to the goods and/or services provided by third parties nor any liabilities in connection with or arising from any and all losses, costs, expenses, and/or damage suffered from accessing and/or using such Third Party Websites. Further, the Owner shall not be liable for any arrangements Customers or Users make with any third party arising from the use of PraisePal.

15.4 Resources, products, services, or any other material provided by such Third Party Websites are governed by the relevant terms and conditions of each such Third Party Websites or, in the absence of those, applicable statutory law. Customers and Users are therefore advised to visit the data policies and terms and conditions of such Third Party Websites before continuing to access and/or use them.

16. Content provided by Customers and Users

16.1 The Owner may allow Customers and Users to upload, share and/or provide their own content to PraisePal.

16.2 By providing content to PraisePal, Customers, and Users represent and warrant that such content is original to them, and that they have all necessary rights and licences to provide such content on PraisePal. The Owner reserves the right to take any legal action against Customers and Users for misrepresenting such ownership status, for failing to comply with these Terms and/or other claims as may be appropriate. In doing so, the Owner reserves the right to look to Customers and Users for costs and damages as allowed under the law.

17. Rights regarding the content provided by Customers and Users

17.1 Customers and Users acknowledge and accept that by providing their own content on PraisePal they grant the Owner and anyone authorised by the Owner a non-exclusive, fully paid-up, royalty-free, sub-licensable, perpetual, unrestricted, worldwide license to use such content in any way including but not limited to editing, copying, adapting, translating, creating derivative works from, incorporating into other works, advertising, distributing and otherwise making available to the general public such content, in whole or in part and in any format or medium, whether now known or hereafter developed, for the purpose of providing PraisePal to Customers and Users. Customers and Users acknowledge they will not be compensated for the use of their content in any way.

17.2 To the extent permitted by applicable law, Customers and Users waive any moral rights in connection with content they provide to PraisePal.

17.3 Customers and Users acknowledge, accept and confirm that all content they provide through PraisePal is provided subject to the same general conditions set forth for content on PraisePal.

17.4 The Owner will retain the data of the content that Customers and Users provided on PraisePal after the termination of their accounts. “Data” includes but is not limited to all content created or provided by Customers or Users and their historical activity on PraisePal.

17.5 Customers and Users may use the contact details provided in this document to request the Owners to delete their data and/or to export their data to them.

18. Liability for provided content

18.1 Customers and Users are solely liable for any content they upload, post, share, or provide through PraisePal. Customers and Users acknowledge and accept that the Owner does not filter or moderate such content and is not responsible for how such content may be understood, perceived, or interpreted by any person. The Owner is not liable nor responsible for any negative reviews, comments or feedback, nor shall the Owner be liable for any losses, expenses, costs, and/or damage suffered by Customers or Users in relation to or in connection with such content.

18.2 The Owner reserves the right to remove, delete, block or rectify such content at its own discretion and without prior notice. The Owner further reserves the right to, without prior notice, deny the uploading Customer or User access to PraisePal:

• if any complaint based on such content is received;
• if a notice of infringement of intellectual property rights is received;
• upon order of a public authority;
• if the Owner is made aware that the content, while being accessible via PraisePal, may represent a risk for Customers, Users, third parties, and/or the availability of the Service;
• if the Owner is made aware that the content contains falsehoods; or
• if the Owner deems that the content is inappropriate, offensive, or in violation of these Terms.

18.3 If Customers or Users believe that their content has been wrongly taken down, they may contact the Owner via the contact details indicated in this document with an explanation to help the Owner understand their perspective better.

18.4 The removal, deletion, blocking, or rectification of content shall not entitle Customers or Users that have provided such content or that are liable for it, to any claims for compensation, damages, or reimbursement.

18.5 Customers and Users agree to indemnify, defend and hold the Owner harmless from and against any claim asserted and/or damage suffered due to content they provided to or provided through PraisePal.

19. Content for determined audiences

19.1 Content meant to be made available to specific audiences may only be shared with such third parties as determined by Customers and Users.

19.2 The Owner is not responsible for preventing such content from being shared with third parties who are not members of the determined audience. Customers and Users acknowledge that the Owner is not responsible or liable for any losses, expenses, costs and/or damage suffered by them in relation to or in connection with such content being shared with third parties who are not members of the determined audience. Customers and Users may, therefore, are encouraged to, check on PraisePal to find details of who can access the content they provide.

19.3 Any Personal Data, identifier, or other information that Customers and Users upload in connection with such content – such as a User-ID, avatar or nickname, etc. – shall also appear in connection with the content.

20. API usage terms

Customers and Users may access their data relating to PraisePal via the Application Program Interface (“API”). Any use of the API, including use of the API through a third-party product/service that accesses PraisePal, is bound by these Terms. In addition, Customers and Users expressly understand and agree that the Owner bears no responsibility and shall not be held liable for any damages or losses resulting from or in connection with Customers’ and/or Users’ use of the API or their use of any third party products and/or services that access data through the API.

TERMS AND CONDITIONS OF SALE

21. Products

21.1 Users may accumulate points on PraisePal. Such points may be used to redeem Products.

21.2 When Users redeem Products, the value of such redeemed Products will be billed to the Customer that assigned them access to PraisePal. The fees will be billed in USD at the beginning of the Customer’s next billing cycle or the beginning of the next month, whichever comes earlier. Customers may be charged currency conversion fees, if applicable, in addition to payment processing fees.

21.3 For clarity, the fees mentioned in Clause 21.2 above are separate from subscription fees.

22. Product description

22.1 Prices, descriptions, or availability of Products are outlined in the respective sections of PraisePal and are subject to change without notice.

22.2 While Products on PraisePal are presented with the greatest accuracy technically possible, representation on PraisePal through any means – including, as the case may be, graphic material, images, colours, or sounds – is for reference only and does not warrant the characteristics of the purchased Product.

23. Redemption process

23.1 Any steps taken, from choosing a Product to redemption and payment, form part of the redemption process for the Product.    

23.2 All notifications related to the redemption process shall be sent to the email address provided by Customers and Users for such purposes.

24. Prices

24.1 Customers and Users are informed during the redemption process about any fees, taxes, and costs that they will be charged.

24.2 Prices on PraisePal are displayed either exclusive or inclusive of any applicable fees, taxes, and costs, depending on the section Users are browsing.

25. Methods of payment

25.1 Information related to accepted payment methods is made available during the purchasing process.

25.2 Some payment methods may only be available subject to additional conditions or fees. In such cases, related information can be found in the applicable dedicated section of PraisePal.

25.3 All payments are independently processed through third-party services. Therefore, PraisePal does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed. Customers and Users acknowledge that the Owner is not responsible or liable for any losses, expenses, costs, and/or damage suffered by them in relation to or in connection with the use of such third-party services for payment.

25.4 If payment through the available methods fail or is refused by the payment service provider, the Owner shall be under no obligation to fulfil the purchase order. Any possible costs or fees resulting from the failed or refused payment shall be borne by Customers and/or Users.

26. Authorization of payments through third-party platforms

26.1 At the Owner’s discretion, Customers and Users may use third-party platforms to make payments or withdraw points earned on PraisePal as cash.

26.2 Customers and Users acknowledge that the Owner shall not be responsible or liable for any losses, expenses, costs, and/or damage suffered by them in relation to or in connection with the use of such third-party platforms. Access, use, and/or reliance on any such third-party platforms is solely at Customers’ and/or Users’ risk. Further, the Owner shall not be liable for any arrangements Customers or Users make with any third party platform arising from the use of PraisePal.

26.3 Resources, products, services, or any other material provided by such third-party platforms are governed by the relevant terms and conditions of each such third-party platform or, in the absence of those, applicable statutory law. Customers and Users are therefore advised to visit the terms and conditions of such third-party platforms before continuing to access and/or use them.

27. Retention of Product ownership

Until full payment for the redemption of the Products is received by the Owner, such Products shall not become the property of Customers or Users.

28. Retention of usage rights

Customers and Users do not acquire any rights to use the redeemed Products until full payment is received by the Owner.

Delivery

29. Delivery subject to conditions

29.1 Redeemed Products shall be sent to the email address provided by Users for such purposes once full payment is received by the Owner.

29.2 The delivery of certain Products may be subject to further conditions under applicable law, the Terms, or any other related document.

29.3 Users may be required to provide evidence or declare that such conditions, for example, are considered an adult under applicable law, are met.

29.4 Failure to meet the conditions set forth by law or contract may make it impossible to deliver the Products. In such situations, the Owner will provide affected Users with a full refund less any payment processing fees.

30. Availability of Products

30.1 The Products shall be made available within the timeframe specified on PraisePal or as communicated during the redemption process.

30.2 Users acknowledge and accept that the redemption of Products on PraisePal may be subject to further conditions under applicable law, these Terms, or any other related document.

30.3 Users may be required to provide evidence or declare that such conditions, for example, are considered an adult under applicable law, are met.

30.4 Failure to meet the conditions set forth by law or contract may make it impossible to perform or deliver the services. In such situations, the Owner will provide affected Users with a full refund less any payment processing fees.

COMMON PROVISIONS

31. No Waiver

The Owner’s delay in the exercise or non-exercise of any right or provision of these Terms will not constitute a present or future waiver of such right or provision and will not limit the Owner’s right to enforce such right or provision at a later time. All waivers by the Owner shall be unequivocal and in writing to be effective.

32. Limitation of liability

32.1 These Terms set out the full extent of the Owner’s obligations and liabilities in respect of PraisePal.

32.2 PraisePal is provided on an “as is” and “as available” basis. Customers and Users agree that in accessing and using PraisePal, they do so solely at their own risk.

32.3 The Owner expressly disclaims all conditions, representations, and warranties, whether express, implied, statutory, or otherwise, including but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights. No advice or information, whether oral or written, obtained by Customers or Users from the Owner or through PraisePal will create any warranty.

32.4 Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers, and employees do not warrant that:

• the content available on PraisePal is accurate, reliable, or correct;
• the Service will meet the requirements of Customers or Users;
• the Service will be available at any particular time or location, uninterrupted or secure;
• any defects or errors will be corrected; or
• the Service is free of viruses or other harmful components.

32.5 Any content downloaded or otherwise obtained through PraisePal is downloaded at Customers’ and Users’ own risk and they shall be solely responsible for any damage to their computer system, mobile device, or other devices, and/or loss of data that results from such download or the access and/or use of PraisePal by Customers or Users.

32.6 To the maximum extent permitted by applicable law, in no event shall the Owner or its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees are liable for:

• any indirect, punitive, incidental, special, consequential, or exemplary damages of any kind, including but not limited to damages for loss of income or profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, PraisePal or otherwise related to these Terms;
• any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access and/or use of PraisePal or accounts on PraisePal or the information contained therein;
• any errors, mistakes, or inaccuracies of content;
• personal injury or property damage, of any nature whatsoever, resulting from Customers’ or Users’ access and/or use of PraisePal;
• any unauthorised access and/or use of the Owner’s secure servers and/or any and all personal information stored therein;
• any interruption or cessation of transmission to or from PraisePal;
• any bugs, viruses, trojan horses, or the like that may be transmitted to or through PraisePal;
• any errors or omissions in any content or for any losses or damages incurred as a result of the reliance and/or use of any content made available through PraisePal; or
• the defamatory, offensive, or illegal conduct of Customers, Users, or any third party.

32.7 This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the company has been advised of the possibility of such damage.

33. Damages

In any event, notwithstanding the above exclusions, Customers and Users agree that if the Owner and/or its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees are found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, their aggregate liability, whether, in contract, tort or otherwise, for damages to Customers or Users shall not in any circumstances exceed the amount paid by Customers or Users to the Owner hereunder in the preceding twelve (12) months, or the period of duration of these Terms between Customers or Users, as the case may be, and the Owner, whichever is shorter.

34. Claims against the Owner and/or PraisePal

To the extent allowed by applicable law, Customers and Users agree that they will bring any claim or cause of action arising from or relating to their access or use of PraisePal within one (1) year from the date on which such claim or cause of action arose or accrued. Should they fail to do so, Customers and Users will be deemed to have irrevocably waived their right to bring such claim or cause of action against the Owner and/or PraisePal.

35. Indemnification

35.1 To the fullest extent permitted by the applicable law, Customers and Users agree to indemnify, defend and hold harmless and reimburse the Owner, and/or its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees from and against any and all actions, proceedings, claims, damages, demands, and actions, including but not limited to legal fees and expenses of incurred by the Owner that arise from or relates to:

• their access and/or use of PraisePal;
• any payments made by them;
• their responsibilities or obligations under these Terms;
• their breach or violation of these Terms or any statutory law, rule, or regulation;
• any inaccuracy in any representation or warranty that they make;
• their violation of any rights of any other person or entity; and/or
• any act or omission on their part that is negligent, unlawful, or constitutes wilful misconduct.

35.2 The Owner reserves the right to exercise sole control over the defence, at Customers’ or Users’ expense, of any claim subject to indemnification above. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between Customers or Users, as the case may be, and the Owner.

36. No warranties

To the extent permitted by the applicable law, all terms, conditions, warranties, and statements, whether express, implied, written, oral, or otherwise, which are not expressly set out in these Terms are excluded, and, to the extent, such terms, conditions, warranties, and statements cannot be excluded, the Owner disclaims any liability in relation to the same.

37. Service interruption

37.1 The Owner reserves the right to modify or upgrade the features and functionality of PraisePal from time to time. Customers and Users agree that such modifications or upgrades may result in an interruption, modification, failure, delay, or discontinuation of any function of PraisePal. While the Owner will make reasonable efforts to minimise such interruption, modification, failure, delay, or discontinuation, and will make reasonable efforts to inform Customers and Users of any scheduled maintenance, modifications, or upgrades that may affect their use of PraisePal, Customers and Users also agree that the Owner assumes no liability, responsibility or obligation for any such interruption, modification, failure, delay or discontinuation of any function of PraisePal.

37.2 From time to time, PraisePal may be subject to interruption, modification, failure, delay, discontinuation, or other problems inherent in the use of the internet and electronic communications. Customers and Users agree that the Owner assumes no liability, responsibility, or obligation for any such interruption, modification, failure, delay, discontinuation, or other problems of any function of PraisePal.

37.3 Should any function of PraisePal, or any of the Products and/or Services be permanently discontinued, the Owner shall endeavour, but is not obliged to notify Customers or Users in advance.

37.4 Within the limits of the law, the Owner may also decide to suspend or terminate the Service altogether. If the Service is terminated, the Owner will cooperate with Customers and Users to enable them to withdraw Personal Data or information in accordance with applicable law.

38. Force Majeure

Except for payment obligations, no party shall be liable to each other in respect of anything which may constitute a breach of these Terms arising by reason of force majeure; namely circumstances beyond the reasonable control of the parties which shall include (but shall not be limited to) acts of God, perils of the sea or air; fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, (including acts of local government and parliamentary authority); pandemics, epidemics; acts of terrorism, labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bans, strikes, and lockouts. In the event of a breach of these Terms due to force majeure, the party affected by the force majeure shall notify the other party of the breach as soon as reasonably practicable and provide details regarding the relevant circumstances, and shall use its best endeavours to remedy the breach or otherwise rectify the cause of the breach as quickly as reasonably practicable.

39. Service reselling

Customers and Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of PraisePal without the Owner’s express prior written permission, granted either directly or through a legitimate reselling program.

40. Privacy policy

To learn more about the use of their Personal Data, Customers and Users may refer to the privacy policy of PraisePal.

41. Use of Customers’ and Users’ platform activities

41.1 By registering an account with PraisePal, Customers and Users consent to the Owner and/or PraisePal using data collected from their platform activities as case studies and publishing the same on PraisePal’s platform.

41.2 By registering an account with PraisePal, Customers, and Users further consent to the Owner and/or PraisePal using data collected from their platform activities for marketing and/or promoting PraisePal as well as analytics for Service and/or Product improvements.

42. Intellectual property rights

42.1 Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights, and design rights related to PraisePal are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable law or international treaties relating to intellectual property.

42.2 All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with PraisePal are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable or international treaties related to intellectual property.

42.3 Customers agree to grant the Owner a non-exclusive, non-revocable, royalty-free, worldwide license to use their logos, including but not limited to, for marketing and promotional purposes.

43. Changes to these Terms

43.1 The Owner reserves the right to amend or otherwise modify these Terms at any time without notice. In such cases, the Owner will appropriately inform Customers and Users of the changes that have been made to these Terms.

43.2 Such changes will operate prospectively.

43.3 The continued access and/or use of PraisePal by Customers and/or Users will constitute an: (i) affirmative acknowledgement from them of these Terms as modified by the amendments; and (ii) their agreement to abide and be bound by the Terms as modified by the amendments.

43.4 If Customers or Users do not wish to be bound by the changes, they must stop using the Service immediately by terminating their accounts with PraisePal. Failure to accept modifications to these Terms may entitle either party to terminate these Terms.

43.5 The applicable previous version of these Terms will govern the relationship prior to the Customers’ or User’s acceptance. Customers and Users may obtain any previous version of these Terms by sending a clear and unambiguous request to the Owner using the contact details provided in this document.

43.6 If required by applicable law, the Owner will specify the date by which the Terms as modified by the amendments will enter into force.

44. Assignment of contract

44.1 The Owner reserves the right to assign, novate, or otherwise transfer or subcontract any or all rights or obligations under these Terms without prior notice to or consent from Customers or Users. Provisions regarding changes to these Terms will apply accordingly.

44.2 Customer and Users may not assign, novate or otherwise transfer their rights or obligations under these Terms in any way, without the prior written permission of the Owner.

45. Communications

45.1 All communications given or made to the Owner and/or PraisePal shall be in writing and sent by prepared registered post or email at the following address:

WorkPal Technologies Pte Ltd
71 Ayer Rajah Crescent,
Singapore 139951
Singapore

Contact email: support@praisepal.com

45.2 Customers and Users acknowledge and agree that all communications given or made under these Terms to them shall be sent by email to the email address provided by them or on behalf of them or to any other email address as notified by them to the Owner from time to time, or sent to them through notifications on PraisePal.

46. No partnership

Nothing in these Terms shall constitute a partnership, agency, or joint venture between Customers or Users, as the case may be, and the Owner. Customers and Users shall not have or represent to any third party whether by words or by actions that they have the authority or power to bind the Owner or to create liability on the Owner’s part.

47. Severability

47.1 Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law.

47.2 Any provision in these Terms which is or may become illegal, invalid, or unenforceable in any jurisdiction shall, with respect to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated pro non-scripto and severed from the balance of these Terms, without invalidating the remaining provisions of these Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

48. Authoritative version of these Terms

These Terms are drawn up and revised in English. Other language versions of these Terms are provided for information purposes only. In the event of any inconsistency between different linguistic versions, the original English version shall always prevail.

49. Rights of third parties

These Terms shall apply only in respect of the use of PraisePal by Customers or Users. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

50. Governing law

50.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to conflicts of law principles.

50.2 Exception for European Customers: However, regardless of the above, if the User qualifies as a European Customer and has their habitual residence in a country where the law provides for a higher consumer protection standard, such higher standards shall prevail.

51. Dispute Resolution

51.1 Should there be any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms, including with respect to the formation, applicability, breach, termination, validity, or enforceability thereof (a “Dispute”), such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) and in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.

51.2 Before Customers or Users commence arbitration of a Dispute, they must provide the Owner with a written notice that includes their (a) name; (b) residence address; (c) email address, or phone number used for their account with PraisePal; (d) a detailed description of the dispute; and (e) the relief sought. Such notice must be sent to the Owner by registered post or email at the address provided in this document. If the Dispute is not resolved within sixty (60) days after such notice is received, either party may commence arbitration.

51.3 Online dispute resolution for European Customers: The European Commission has established an online platform for alternative dispute resolutions that facilitates an out-of-court method for solving any dispute related to and stemming from online sale and service contracts. As a result, any European Customer can use such a platform for resolving any dispute stemming from contracts that have been entered into online. The platform is available at the following link.

52. Compliance with local law

52.1 PraisePal may be viewed internationally and may contain references to products and/or services that may not be available or approved in all countries. References to a particular product or service do not imply that such product or service is appropriate or available for purchase by all persons in all locations, or that the Owner intends to make such product or service available in such locations.

52.2 The Owner makes no representation that PraisePal is appropriate or available for use in locations outside of Singapore. Customers and Users agree that when they access and/or use PraisePal, they are responsible for compliance with all local laws and regulations as applicable to them.

LIABILITY AND INDEMNIFICATION

53. EU Users - Limitation of liability for User activities on PraisePal

53.1 Users acknowledge and accept that the Owner merely provides Users with the technical infrastructure and features incorporated in PraisePal.

53.2 The Owner does not intermediate, moderate, promote, or intervene in interactions, agreements, or transactions between Users and therefore bears no liability for any such interactions among Users, including the performance of any Users' obligations.

54. Australian Users - Limitation of liability

Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms of Use, is limited, at the Owner’s sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.

55. US Users - Disclaimer of Warranties

55.1 PraisePal is provided strictly on an “as is” and “as available” basis. Use of the Service is at the Users’ own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights. No advice or information, whether oral or written, obtained by the user from the owner or through the Service will create any warranty not expressly stated herein.

55.2 Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co-branders, partners, suppliers, and employees do not warrant that the content is accurate, reliable, or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at users’ own risk and users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.

55.3 The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.

55.4 The Service may become inaccessible or it may not function properly with the Users’ web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.

55.5 Federal law, some states, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.

56. US Users - Limitations of liability

56.1 To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees be liable for

• any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and
• any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access or use of the Service or User account or the information contained therein;
• any errors, mistakes, or inaccuracies of content;
• personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;
• any unauthorised access to or use of the Owner’s secure servers and/or any and all personal information stored therein;
• any interruption or cessation of transmission to or from the Service;
• any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service;
• any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or
• the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter.

56.2 This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the company has been advised of the possibility of such damage.

56.3 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to the User. The terms give the User specific legal rights, and the User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

57. US Users - Indemnification

The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from

• User’s use of and access to the Service, including any data or content transmitted or received by User;
• User’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
• User’s violation of any third party rights, including, but not limited to, any right of privacy or intellectual property rights;
• User’s violation of any statutory law, rule, or regulation;
• any content that is submitted from the User’s account, including third party access with the User’s unique username, password, or other security measures, if applicable, including, but not limited to, misleading, false, or inaccurate information;
• User’s willful misconduct; or
• statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.

58. SEVERABILITY

Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

58.1 US Users

Any such invalid or unenforceable provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable, and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.

58.2 EU Users

58.2.1 Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.

In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.

58.2.2 Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.

Definitions and legal references

PraisePal

"PraisePal" refers to:

• this website, including its subdomains and any other website through which the Owner makes its Service available;
• applications for mobile, tablet and other smart device systems which make the Service available;
• the Application Program Interfaces (API);
• the Service;
• the property that enables the provision of the Service; and
• any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service, as well as any related documentation.

Agreement

“Agreement” means any legally binding or contractual relationship between Customers or Users, as the case may be, and the Owner, governed by these Terms.

Customer

“Customer” means a person or entity who has initiated a subscription with PraisePal with the Owner.

European (or Europe)

“European” or “Europe” applies where Customers are physically present or have their registered offices within the EU, regardless of nationality.

Owner

“Owner” means WorkPal Technologies Pte Ltd.

Personal Data

“Personal Data” means any information that directly, indirectly, or in connection with other information — including a personal identification number — allows for the identification or identifiability of a natural person.

Products

“Product” means vouchers and gift cards available for redemption on PraisePal.

The sale of Products may be part of the Service.

Service

“Service” means the service provided by PraisePal as described in these Terms and on PraisePal.

Terms

“Terms” means all provisions applicable to the use of PraisePal as described in this document, including any other related documents or agreements, and as updated from time to time.

USD

“USD” means the lawful currency of the United States of America.

Users

"Users” mean the individual users assigned by Customers to access and/or use the Services provided on the PraisePal platform.

Virtual Currency

“Virtual Currency” means a non-monetary asset by which Users may purchase specific Products offered on PraisePal under the conditions specified by the Owner. Such assets can be manifested by codes, tokens, digital images etc.

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