4           SERVICE

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The Services provide you with access to and use of the WriteNow App as a platform to facilitate you accessing and receiving Counselling Services from Counsellors.

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5           COUNSELLING SERVICES

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5.1       You acknowledge and agree that:

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a            each Counsellor you receive Counselling Services from through the WriteNow App has been engaged by us as an independent contractor, not employee, and that Counsellor is solely responsible for the provision of the respective Counselling Services to you;

b            we do not:

i             make any representation or warranty as to the quality of the Counsellors or the Counselling Services, that any Counselling Services will address your specific mental health needs or any other needs, or the availability of any Counsellors to provide Counselling Services (including as a result of time zone differences between you and any Counsellor);

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i             make any representation or warranty about the accuracy, completeness, or appropriateness of any information shared by a Counsellor in the course of providing you Counselling Services;

ii            have any responsibility for any Counsellor in respect of the quality of the Counselling Services he or she provides; or

iii           owe you any duty of care in respect of the Counsellors or the Counselling Services he or she provides;

c            counsellors have discretion as independent contractors to cease work with a client if they feel that client is outside of their areas of expertise, or is not appropriate to be served on the platform by the counsellor.

d            any information obtained from your receipt of Counselling Services that you act upon or otherwise rely on is at your own risk;

e            if you are thinking about suicide, harming yourself or others, or have an immediate medical emergency, you must immediately call the emergency service number of the country you are in (995 for Singapore) and seek immediate assistance (Emergency Assistance).  No part of the Service, the WriteNow App, or any Counselling Services are intended to provide such Emergency Assistance; and

f            the Service, the WriteNow App, or any Counselling Services are not intended to provide you with (or access to) the provision of clinical diagnoses requiring an in-person physical evaluation.
 

6           PROVISION OF THE SERVICE

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6.1       We must use reasonable efforts to provide the Service in accordance with these Terms and Singapore law.

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

6.3       It is possible that on occasion the Service may be unavailable due to maintenance or other development activity, or in the event of Force Majeure.

6.4       Through the use of web services and APIs, the Service may interoperate with a range of third party service features.  We do not make any warranty or representation on the availability of those features.  Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you.  To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

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7           YOUR OBLIGATIONS

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7.1       You must provide true, current, and complete information in your dealings with us (including when setting up an account, and true, current, and complete Emergency Contact Details) and must promptly update that information as required so that the information remains true, current, and complete.

7.2       If you are given a unique name and/or password that is allocated to you for your use of the WriteNow App (User ID), you must keep your User ID secure and:

a            not permit any other person to use your User ID, including not disclosing or providing it to any other person; and

b            immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to admin@writenow.care.

7.3You must provide us, and consent to us providing Counsellors you receive Counselling Services from, with your telephone number and email (Emergency Contact Details) to be used by us/and or the relevant Counsellor in the case of a physical and/or mental health crisis and/or emergency.

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7.4       You must:

a            use the Service in accordance with these Terms solely for lawful purposes (including complying with any applicable law regulating unsolicited electronic messages); and

b            not resell or make available the Service to any third party, or otherwise commercially exploit the Service.

7.5       When accessing the Service, you must:

a            not impersonate another person or misrepresent authorisation to act on behalf of others or us;

b            correctly identify the sender of all electronic transmissions;

c            not attempt to undermine the security or integrity of the Underlying Systems;

d            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;

e            not attempt to view, access or copy any material or data other than:

i             that which you are authorised to access; and

ii            to the extent necessary for you to use the Service in accordance with these Terms;

f             neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and

g            send messages to or otherwise interact with Counsellors in a manner that is unlawful, discriminatory of that Counsellor’s race, gender, sexual orientation, or religion, fraudulent, or amounts to harassment or abuse (e.g. through the use of inappropriate language).

7.6       You are responsible for procuring all licences, authorisations and consents required for you to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.

7.7       You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses the WriteNow App by using your User ID.  Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

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8           DATA

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8.1       You acknowledge that:

a            we may require access to the Data to exercise our rights and perform our obligations under these Terms; and

b            to the extent that this is necessary but subject to clause 11, we may authorise a member or members of our personnel to access the Data for this purpose.

8.2       You acknowledge and agree that:

a            we may:

i             use Data and information about your use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data); and

ii            use Analytical Data and supply that Analytical Data to third parties for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights;

b            our rights under clause 8.2a above will survive termination or expiry of these Terms; and

c            title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

8.3       You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent and/or as a data processor for the purposes of applicable privacy and data protection laws.  You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

8.4       While we will take standard industry measures to back up all Data stored using the Service, you agree and acknowledge that it is at your discretion whether to keep a separate back-up copy of all Data uploaded by you onto the Service in order to ensure there is such a back-up.

8.5       You agree that we may store Data (including any personal information) in secure servers in Singapore and other locations outside Singapore and may access that Data (including any personal information) in Singapore and other locations outside Singapore from time to time.  Despite anything to the contrary in these Terms, if you are based in Singapore, when we transfer personal data from Singapore to a location outside Singapore we take reasonable steps to ensure your personal data is given a comparable level of legal protection to that under the Personal Data Protection Act 2012 (Singapore).

8.6       You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

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9           FEES

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9.1       You must pay us the Fees. 

9.2       We will bill you the Fees in accordance with the timeframes and terms and conditions set out on our pricing section in the WriteNow App. 

9.3       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.

9.4       You must pay the Fees:

a            in accordance with the payment terms made available on the WriteNow App; and

b            electronically in cleared funds without any set off or deduction.

9.5       We may charge interest on overdue amounts.  Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum. 

9.6       We may increase the Fees by giving at least 20 days’ notice.  If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than 10 days’ notice, provided the notice is received by us before the effective date of the Fee increase.  If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees. 

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10           INTELLECTUAL PROPERTY

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10.1       Subject to clause 10.2, 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).  You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

10.2       Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.  You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

10.3       To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.

10.4       If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

a            all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

b            we may use or disclose the feedback for any purpose.

10.5       You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service.  Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators.  To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

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11           CONFIDENTIALITY

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

a            keep confidential at all times the Confidential Information of the other party;

b            effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

c            disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 11.1a and 11.1b.

11.2       The obligation of confidentiality in clause 11.1 does not apply to any disclosure or use of Confidential Information:

a            for the purpose of contacting the police or any other relevant authority in the case of a physical and/or mental health crisis and/or emergency;  

b            for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

c            required by law (including under the rules of any stock exchange);

d            which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

e            which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

f             by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 11.

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12           WARRANTIES

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

12.2       To the maximum extent permitted by law:

a            our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to SGD1,000.00; and

b            we make no representation concerning the quality of the Service and do not promise that the Service will:

i             meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory role or responsibility you may have;

ii            be secure, free of viruses or other harmful code, uninterrupted or error free; or

iii           that any Counsellor holds a valid licence or qualification to provide advice.

12.3       Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms.  However, our liability for any breach of that condition or warranty is limited, at our option, to:

a            supplying the Service again; and/or

b            paying the costs of having the Service supplied again.

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13           iOS APP

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13.1       Where you download, install or use the WriteNow App on an Apple Inc. (Apple) mobile device this clause 13 applies.

13.2       We and you acknowledge that:

a            these Terms are between us and you and not Apple;

b            Apple has no responsibility or liability in respect of any matter relating to the WriteNow App or its content, including:

i             your use or possession of the WriteNow App or its contents;

ii            the provision of any maintenance or support services for the WriteNow App;

c            Apple has no responsibility to address any claims you may have relating to the WriteNow App or your possession and use of the WriteNow App, including:

i             product liability claims;

ii            any claim that the WriteNow App fails to conform to any applicable legal or regulatory requirement;

iii           claims arising under consumer protection, privacy or similar legislation; or

iv           any claim that the WriteNow App, or your possession and use of the WriteNow App, infringes a third party’s intellectual property rights.

13.3       Without limiting clause 13.2, in the event of any failure of the WriteNow App to conform to an applicable warranty, you may notify Apple, and Apple may refund the purchase price (if any) for the App.

13.4       You must comply with applicable third party terms when using the WriteNow App (e.g. your wireless data service agreement).

13.5       You acknowledge and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.

13.6       We and you agree that Apple, and any Apple subsidiary, are third party beneficiaries of these Terms and that Apple has the right to enforce these Terms against you as a third party beneficiary.

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14           LIABILITY

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14.1       Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed S$1,000.

14.2       Neither party is liable to the other under or in connection with these Terms or the Service for any:

a            loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

b            consequential, indirect, incidental or special damage or loss of any kind.

14.3       Clauses 14.1 and 14.2 do not apply to limit our liability under or in connection with these Terms for:

a            personal injury or death;

b            fraud or wilful misconduct; or

c            a breach of clause 11.

14.4       Clause 14.2 does not apply to limit your liability:

a            to pay the Fees;

b            under the indemnity in clause 8.6; or

c            for those matters stated in clause 14.3a to 14.3c.

14.5       Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

14.6       Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

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15           PRIVACY POLICY

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To the extent that we collect, use, and share any of your personal information in accordance with these Terms, we will do so in accordance with our privacy policy (as made available on our Website) and the Personal Data Protection Act 2012 of Singapore.

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16           TERM, TERMINATION AND SUSPENSION

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16.1       Unless terminated under this clause 16, these Terms and your right to access and use the Service:

a            starts on the Start Date; and

b            continues until the earlier of (i) the end of any subscription option you have selected if you do not choose to continue your subscription, or (ii) we  give at least 14 days’ notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.

16.2       Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

a            breaches any material provision of these Terms and the breach is not:

i             remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or

ii            capable of being remedied; or

b            becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

16.3       You may terminate these Terms and your right to access and use the Service in accordance with clause 9.6.

16.4       Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

16.5       On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.

16.6       No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.  

16.7       Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 16.8, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control. 

16.8       At any time prior to one month after the date of termination, you may request:

a            a copy of any Data (excluding the message history between a Counsellor and you, which may only be deleted by you for so long as you are an active subscriber) (Providable Data) stored using the Service, provided that you pay our reasonable costs of providing that copy.  On receipt of that request, we must provide a copy of the Providable Data in a common electronic form.  We do not warrant that the format of the Providable Data will be compatible with any software; and/or

b            deletion of the Providable Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Providable Data. 

To avoid doubt, we are not required to comply with clause 16.8a to the extent that you have previously requested deletion of the Providable Data.

16.9       Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you have:

a            undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;

b            used, or attempted to use, the Service:

i             for improper purposes; or

ii            in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;

c            transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

d            otherwise materially breached these Terms.

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17           GENERAL

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

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

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

17.4       Subject to clause 8.3, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

17.5       If we need to contact you, we may do so by email, through a message on the WriteNow App, or by posting a notice on the Website.  You agree that this satisfies all legal requirements in relation to written communications.  You may give notice to us under or in connection with these Terms by emailing admin@writenow.care.

17.6       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 in relation to any dispute connected with these Terms or the Service.

17.7       Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 8.6, 10, 11, 13, 14, 16.4 to 16.8 and 17.6, continue in force.  

17.8       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 the extent required to remedy the illegality, unenforceability or invalidity.  If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms.  The remainder of these Terms will be binding on you.

17.9       Subject to clauses 2.1 and 9.6, any variation to these Terms must be in writing and signed by both parties.

17.10     These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.  Without limiting the previous sentence, the parties agree that it is fair and reasonable that the parties are bound by this clause 17.10.

17.11     You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. 

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