Terms of Use

Last updated: 26.06.2023

1. Introduction and Acceptance of the Terms

1.1 Welcome to Compensly

Welcome to compensly PTE LTD ("compensly," "we," "our," or "us"). Compensly is a compensation benchmarking platform designed to assist businesses in managing compensation through the provision of compensation data and related tools.

1.2 Agreement Acceptance

By accessing or using the Compensly platform and website (collectively, the “Services”), you, whether as an individual or a legal entity (“User”), agree to be bound by these Terms of Use ("Agreement"). If you do not agree with any part of this Agreement, you must not access or use the Services.

2. Definitions

• "Services" refer to the collection of tools, features, content, applications, and functionalities offered through the Website.

• "Website" signifies the online platform accessible via the internet, which is owned and operated by us.

• "Account" refers to a registered user account on the Compensly platform.

• "User Content" denotes any data, information, text, images, or other material that users may upload, post, or share through the Website.

• "Subscription Term" encompasses the duration for which users are entitled to avail the Services based on the chosen subscription plan.

• "Subscription Fees" allude to the monetary charges that users are obliged to pay for accessing the Services during the Subscription Term.

• "Force Majeure Event" denotes any incident beyond our reasonable control, such as natural disasters, armed conflicts, labor strikes, or service interruptions, which prevents us from rendering the Services.

• Other definitions may be provided throughout this Agreement.

3. Account Registration and Management

3.1 Creating an Account

To gain access to the Service, you are required to establish an account with compensly. When setting up an account (hereinafter referred to as “Account”), you might be acting either as an individual or as a representative of your company or another entity. For accounts tied to companies or entities, one user may assume the role of Account Administrator (referred to as “Admin”). The Admin has the authority to designate additional users within the Account to assume the Admin role. The assignment of Admins can be modified by the company or entity.

3.2 Registration Data and Account Security

As part of the account creation process or when being added to an existing account, it is imperative that you:

• Ensure that the information you provide during the registration process is accurate, complete, and kept current.

• Safeguard the confidentiality of your password and take necessary measures to prevent unauthorized access to your Account.

• Accept full responsibility for any and all activities that occur under your Account, including the use of any third-party integrations and associated data sharing.

• Inform us in writing without delay if you discover unauthorized usage of your Account or any other breach of these Terms.

3.3 Verification of Users

Please note that we may ask for additional information to verify your identity to ensure the security of your Account. If access to an Account is lost or information about an Account is requested, compensly may ask for verification information from you or the Admin as considered necessary prior to restoring access or divulging information about the Account.

4. Rights to Use Compensly Services

4.1 Grant of Rights

Subject to your compliance with this Agreement, compensly grants you a limited, non-exclusive, non-transferable right to access and use the Services for business purposes. The materials and content comprising the Services belong to compensly or its third-party licensors.

4.2 Restrictions and Conditions

Your right to use the Services is personal to you or your organization and cannot be shared with or transferred to any other person or entity. You agree not to:

• Use the Services for any illegal or unauthorized purpose.

• Reproduce, duplicate, copy, sell, or exploit any portion of the Services.

• Share any content or data obtained through the Services with any third party, unless expressly authorized by compensly.

• Access, attempt to access, or derive the source code, underlying ideas, or algorithms of any part of the Services.

• Modify, translate, or otherwise create derivative works of any part of the Services.

• Circumvent any security or access control features of the Services.

4.3 Intellectual Property

All intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets in the Services are owned by compensly or its licensors. Except for the limited rights expressly granted under this Agreement, no other rights, licenses, or immunities are granted or shall be deemed to be granted, either implicitly, estoppel, or otherwise.

4.4 Confidentiality and Non-Disclosure

You acknowledge that the Services may contain confidential information and trade secrets of compensly. You agree to maintain the confidentiality of such information and not to disclose it to any third party without the prior written consent of compensly.

4.5 Reservation of Rights

Your right to use the Services does not preclude compensly from providing the Services to other users. Compensly reserves all rights not expressly granted in this Agreement.

4.6 Use of Name and Logo

We may use the name and logo of our customers on our website and in our promotional materials to indicate that they are customers of Compensly. By accepting these Terms of Use, you grant us a non-exclusive, worldwide, royalty-free license to use your name and logo for this purpose. We will use your name and logo in a respectful and lawful manner that maintains the value of your brand. If you wish to revoke this permission, please contact us at [email protected], and we will cease to use your name and logo as soon as reasonably possible.

5. Guidelines for Acceptable Use

This section outlines the standards and rules governing the acceptable use of the Compensly platform (the "Guidelines for Acceptable Use"). When engaging with Compensly, users must abstain from:

5.1 Content Replication and Distribution

Duplicating, sharing, or disseminating any content from Compensly in any form is strictly prohibited.

5.2 Identity and Information Integrity

Providing deceptive or incorrect information, imitating any entity, or endeavoring to mask your identity is forbidden.

5.3 Engaging in Illicit Activities

Engaging, endorsing, or encouraging in any illegal or unauthorized conduct, including but not limited to fraud, criminal activity, or actions that inflict damage to individuals or property, is prohibited.

5.4 Cybersecurity

Introducing malicious software such as viruses, worms, Trojans, or any other material that may jeopardize the integrity of Compensly is not allowed.

5.5 Unauthorized Data Harvesting

Collecting data from Compensly in a manner inconsistent with these Terms, including through automated or manual data scraping, is not permitted.

5.6 Use of Automated Systems

Deploying automated systems, including but not limited to robots, spiders, or offline readers, in a manner that imposes an unreasonable burden on Compensly's infrastructure is prohibited.

5.7 Restricted Access

Users must not allow any third party, other than authorized users, to access or use Compensly. Users must ensure that authorized users use Compensly solely for the user's account, in accordance with provided documentation and instructions, and for purposes allowed under these Terms.

5.8 Immediate Termination of Access for Unauthorized Users

Users must promptly revoke access rights to Compensly for any authorized user who ceases to be associated with them.

5.9 Non-Competitive Use

Users shall not use Compensly to develop or create any product or service that competes with Compensly or to commercialize any aspect of Compensly in any way.

5.10 Respect for Intellectual Property

Users acknowledge that all materials, including design, text, graphics, and other components of Compensly are the property of Compensly and its licensors and are protected by intellectual property laws. Compensly retains all rights, titles, and interests, including intellectual property rights, in Compensly.

5.11 Limitations on Use Rights

Subject to these Terms, Compensly grants users a non-exclusive, non-transferable right to access and use the platform solely for internal purposes. Users shall not undertake actions that would compromise the security, integrity, or availability of Compensly or engage in activities such as spamming, violating the rights of third parties, or circumventing security measures.

5.12 Consequences of Violating Guidelines

Failure to adhere to these Guidelines for Acceptable Use is considered a severe violation of these Terms. Compensly may take any appropriate measures, including but not limited to suspending or terminating your access to the platform, initiating legal proceedings, and/or reporting to law enforcement authorities.

6. User Content and Data Integration

6.1 Your Responsibilities for User Content

Users have the ability to upload, post, and share content on the Website, which may include text, images, videos, and other multimedia (“User Content”). Users retain ownership of the User Content they share. It is essential that User Content adheres to legal standards, does not infringe on the intellectual property rights of others, is not offensive, defamatory, and does not violate any laws.

Furthermore, users are encouraged to exercise caution in sharing content and to safeguard personal information. Certain aspects of the Website may rely on networks and connections that are not under our control. As such, we are not responsible for any issues arising from these dependencies. Users must understand that the content and features available on the Website are provided on an "as available" and "as is" basis, and we do not guarantee that the Website will be uninterrupted, secure, error-free, or meet your expectations.

6.2 Our Rights Regarding User Content

By sharing User Content on the Website, users grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, and display the content in connection with the Services. We reserve the right to monitor, screen, post, remove, modify, store, and review User Content to ensure compliance with these Terms. We may also terminate your account and access to the Services if your content violates these Terms.

6.3 Data Integration from Third-Party Sources

In cases where the Services facilitate the integration of data from third-party sources, it is the user’s responsibility to ensure they have proper authorization and that they comply with the terms and conditions of those third-party sources. We are not responsible for any modification, loss, damage, or deletion of content by or through any third-party services.

7. Third-Party Services and Content

7.1 Interaction with Third-Party Services

The Website may present services offered by third parties (“Third-Party Services”). We neither endorse nor assume any responsibility for Third-Party Services. We are not liable for any delays, delivery failures, losses, or damages resulting from data transfer over communication networks and facilities, including the internet, by a Third-Party Service Provider. Your interactions with Third-Party Services are solely between you and the Third-Party Service Provider. We are not responsible for any modification, loss, damage, or deletion of content by any Third-Party Services.

7.2 Links to Third-Party Websites

The Website may contain links to third-party materials that are not owned or controlled by us. Accessing third-party websites or sharing your User Content through third-party websites is at your own risk. Our Terms and Privacy Policy do not apply to your use of such sites.

8. Payment Terms

8.1 Subscription Term and Fees

The Services are available on a subscription basis, with terms outlined in the chosen subscription plan (“Subscription Term”). Users are required to pay subscription fees (“Subscription Fees”) as indicated in the selected plan.

8.2 Payment Authorization and Processing

Users grant us authorization to charge the Subscription Fees through the chosen payment method on the due date. We may employ a third-party service provider for payment processing.

Subscription Fees are non-refundable, except where explicitly mentioned. We reserve the right to modify the Subscription Fees and will notify the user if such changes impact their existing subscriptions upon renewal. If payment is not received within 15 days past the due date, we reserve the right to suspend or terminate access to the Services.

8.3 Taxes

Subscription Fees do not include taxes, levies, or duties imposed by tax authorities. Users are responsible for paying any taxes associated with their use of the Services.

9. Term and Termination

9.1 Agreement to Terms

By utilizing the Compensly platform, you acknowledge your acceptance of these Terms of Use. If at any point you find yourself in disagreement with these Terms or any alterations thereof, you must discontinue your use of Compensly immediately.

9.2 Subscription Period and Renewal

The subscription begins upon the completion of the payment process and will last for the selected subscription term. Subscriptions will renew automatically unless terminated as per these Terms.

9.3 Termination for Specific Reasons

Either party may terminate this Agreement with written notice if the other party (a) has materially violated these Terms and fails to remedy such violation within a minimum of 10 days after receiving written notice from the non-violating party; or (b) discontinues operations or becomes the subject of insolvency proceedings, and the proceedings are not dismissed within 45 days.

9.4 Termination by User

As a user, you may terminate your subscription by canceling the service and/or deleting your Account. This termination does not absolve you from any outstanding payment obligations.

9.5 Suspension or Termination by Compensly

Compensly reserves the right to suspend or terminate your Account, temporarily or permanently, under circumstances including but not limited to: (i) perceived security risks, potential harm or liability; (ii) violation of these Terms or applicable laws; (iii) overdue payment obligations; or (iv) breach of these Terms.

10. Warranties, Indemnities, and Limitations on Liability

10.1 Service Warranty

We assure you that Compensly will function substantially as described. If you encounter any discrepancies, please notify us and we will strive to rectify the issue so that the service adheres to this assurance. This warranty is void if any malfunction is due to improper use of the service by the user.

10.2 Disclaimer of Warranties

Except as explicitly outlined in this Agreement, Compensly is provided on an “as-is,” “with all faults,” and “as available” basis, without any warranties. Compensly, its associates, and service providers disclaim any warranties, including but not limited to, implied warranties of merchantability, functionality, title, fitness for a particular purpose, and non-infringement.

10.3 Indemnification by Compensly

We will defend and indemnify users from claims arising from the use of Compensly that alleges infringement upon a third party’s Intellectual Property rights, unless such claim arises from unauthorized or improper use of Compensly by the user.

10.4 User Indemnification

You agree to defend and indemnify Compensly, its affiliates, employees, and agents from any claims, damages, or losses arising from your handling of data, including personal data, or from your violation of these Terms or applicable laws.

10.5 Limitation of Liability

Compensly, its affiliates, and service providers shall not be liable for (i) any indirect, exemplary, special, consequential, incidental, or punitive damages; (ii) loss of profits, data, business, reputation, revenue, or anticipated savings; or (iii) failure of security measures. This limitation applies irrespective of the legal theory of the claim, whether in tort, contract, or otherwise.

10.6 Maximum Liability

The total liability of Compensly for all claims under this Agreement shall not exceed the total amount of subscription fees paid by the user in the three months preceding the date on which the claim arose.

11. Confidentiality and Security

11.1 Security

We value the integrity and security of your personal information but cannot guarantee that unauthorized third parties will never be able to breach our security measures or misuse your personal information.

11.2 Confidentiality

Each party may disclose non-public business, product, technology, and marketing information to the other. The Receiving Party will take reasonable measures to prevent unauthorized disclosure or use of Confidential Information and limit access only to those who require it. Confidential Information does not include information that is or becomes publicly available, was known prior to disclosure, is received from a third party, or was independently developed by the Receiving Party.

12. Privacy Policy and Data Protection

12.1 Collection and Use of Information

Your privacy is crucial to us. Please refer to our Privacy Policy to understand how we collect, use, and share information about you.

12.2 Data Protection

We are committed to protecting the information you share with us. You retain all rights, title, and interest in and to the Customer Data. Subject to these Terms, you grant us a non-exclusive, worldwide, royalty-free right to process the Customer Data solely for providing the Services or as required by law. We consider Customer Data as Confidential Information.

13. Modifications to These Terms

We reserve the right to revise these Terms periodically for reasons including but not limited to introducing new features, making technical adjustments, correcting errors, or for legal or regulatory compliance. We will notify users of significant changes in a manner deemed appropriate, which may include displaying a notice within the Services or sending an email. Users are responsible for regularly reviewing these Terms for updates. Continued use of the Services following the implementation of changes signifies acceptance of those changes.

14. Governing Law, Jurisdiction, and Handling Disputes

14.1 Applicable Law

The interpretation, execution, and fulfillment of these Terms of Use are subject to and governed by the laws of Singapore.

14.2 Attempt at Informal Resolution

If any disagreement or issue arises in connection with compensly Services, we kindly ask you to first reach out to us at [email protected], and we will earnestly attempt to resolve the matter amicably.

14.3 Escalation of Dispute

Should we be unable to reach a mutual resolution through informal communication, both parties shall then engage in discussions to determine the most appropriate course of action for resolving the dispute.

14.4 Jurisdiction

In circumstances where disputes remain unresolved through mutual discussions, both parties consent to submit to the exclusive jurisdiction of the courts situated in Singapore.

15. General Provisions

15.1 Force Majeure

We are not liable for any delays or failures in performance of the Services that arise from causes beyond our reasonable control, including but not limited to acts of God, wars, riots, strikes, and interruptions or failures in internet or utility services (“Force Majeure Event”).

15.2 Relationship of the Parties

The relationship between the parties is that of independent contractors. These Terms do not establish any partnership, joint venture, employment, franchise, or agency relationship.

15.3 Notices

For communication purposes, we will use the contact details associated with your account. We may deliver notices via email, text message, in-app notifications, or postal mail. Notices provided by us are considered received 24 hours after being sent.

15.4 Assignment

Users may not transfer or assign their rights and obligations under these Terms without our written consent. However, we may transfer or assign our rights and obligations under these Terms without any restrictions.

15.5 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remainder of the Terms will remain in full force and effect, with the invalid provision being modified to reflect the parties’ original intent.

15.6 No Waiver

No failure or delay by either party in exercising any right under these Terms will be considered a waiver of that right.

15.7 Entire Agreement

These Terms constitute the entire agreement between the user and us regarding the subject matter and supersede all prior understandings or agreements.

15.8 Anti-Bribery

Neither party shall engage in any form of bribery or illegal or improper payment or gift-giving with the other party’s employees or agents.

16. Contact Information

If you have questions about this Agreement or the Services, please contact us at [email protected]