Terms & Conditions

Please read these Subscription Terms and Conditions carefully as they set out our respective legal rights and obligations in relation to your subscription and use of PayDay.




1.1 Your access, subscription or use of our online payroll management services and any other website applications, mobile applications and other related services provided to you on our Website at http:www.payday.com.sg or such other URL as we may provide (“Services”) is subject to the terms and conditions set out in this Agreement and any other terms and conditions applicable to you from time to time, including but not limited to our Privacy Statement, Website Terms of Use and all other documents referred to in this Agreement (collectively referred to as “this Agreement”)


1.2 If you register for a free trial for our Services, this Agreement will govern that free trial.


1.3 If you use a promotional code, this Agreement will also govern the relevant period or your use of our Services.


1.4  By accepting this Agreement, either by clicking the “I ACCEPT” button, accessing or using the Services, you are deemed to have read the terms of this Agreement and will be bound by this Agreement accordingly.


1.5 If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates.


1.6 If you do not have such authority or if you do not agree to the terms and conditions in this Agreement, do not indicate acceptance and do not use the Services.





2.1 These terms and conditions may be updated by us from time to time without notice to you. The changes will be effective when posted on our website for the Services.  Please review the Agreement periodically on this website for changes at: http://www.payrollserve.com.sg.  Your continued use of the Services after we post or otherwise notify you of any changes, indicates your agreement to the changes.


2.2 We may also from time to time, update, modify or discontinue, temporarily or permanently,  the Services (or any part thereof), including but not limited to, the correction of errors, the improvement of functionality of the Services, the Internet based services, mobile applications, pricing, technical support options, and other product-related policies, (even if such alterations, modifications, upgrades and corrections do not specifically improve the operation of the Services for your particular purposes) with or without notice to you or your Users. The updates may occur automatically or may be caused to occur through operation of prompts that appear on your interface and will be subject to this Agreement. Your continued use of the Services after we post or otherwise notify you of any changes, indicates your agreement to the changes. We will not be liable to you, your Users or to any third party for any modification, suspension or discontinuance of the Service.

 [Note: every time terms updated, subscribers should be prompted to click “I ACCEPT” again]





3.1 If you register on our website for a free trial,

(a) we will make one or more Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period or (ii) the start date of any Services subscribed by you, subject always to this Agreement; and


(b) you must decide to subscribe to the same Services as those covered by the trial in order to retain any content that you have posted or uploaded during the trial period.


3.2 If you do not subscribe to the same Services by the end of the trial period, your content and data will be permanently lost and will no longer be available to you, and we will not be responsible or liable to you in any way whatsoever.





4.1 We may, at our sole discretion, distribute promotional codes for use on our website for the Services. Such promotional codes may be revoked at any time for any reason by us. Your use of the promotional code constitutes your acceptance of the terms and conditions in this Agreement.


4.2 The promotional code is non-transferable and may not be sold or bartered.





5.1 You will be required to provide information about yourself in order to access the Services or in the course of using the Services.


5.2 You agree to (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form ("Registration Form") and (b) maintain and promptly update the information in the Registration Form to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your rights to any or all the Services.


5.3 You shall provide to us your contact details as required by the Registration Form and you shall promptly update us from time to time on any change in such contact details.





6.1 We shall make the Services available to you pursuant to this Agreement and the relevant Registration Form. You agree that your subscription is not contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.


6.2 The Services are purchased by you as user subscriptions and may be accessed by no more than the specified number of users in your Registration Form who have been supplied user identifications and passwords by you (“Users”). Additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and the added User subscriptions shall terminate on the same date as the pre-existing subscriptions.


6.3 User subscriptions are for designated Users only and cannot be shared or used by more than one User.





7.1 Subject to the terms and conditions of this Agreement, we hereby grant to you a limited non-exclusive and non-transferable right to Use the Services as described in our User Documentation.  “Use” shall include use by your Users accessing the Services (or any part thereof) via a URL that we will from time to time notify you, with the use of individual login names and passwords as set up by you.  “User Documentation” means our factsheets, how-to videos and explanatory materials made available by us for the Services, of which such materials may be updated from time to time.


7.2 The right granted to you under Clause 7.1 is subject to the following limitations:

(a) your use of the Services is for your own business purposes only, in the capacity of an end-user, and you shall not use the Services for the provision of outsourcing or on a professional basis for anyone other than yourself, without our prior written consent;


(b) you shall not permit any third party to use the Services in any way whatsoever nor use the Services on behalf of or for the benefit of any third party in any way whatsoever, without our prior written consent,


(c) the Services may only be used by the named Users identified in the Registration Form, provided that you may change, add or remove a designated named User in accordance with the procedure set out therein;

[Query: where are the instructions re change of user contained? User Documentation? Users’ account?]


(d) you must comply at all times with the terms of this Agreement and must ensure that all Users of the Services agree to and comply with the terms of this Agreement.


7.3 We do not represent that information on the website for the Services is appropriate or available for use in all countries. We prohibit accessing materials from countries where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.





8.1 We may impose practices and limits concerning use of the Services, including without limitation the maximum number of times you may access the Services and for how long, the maximum number of messages that you may send, the maximum data storage space that you will have on our servers, or the maximum number of days that your data or messages will be kept by the Services.


8.2 We have no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Services. We reserve the right to close accounts that are inactive for such a period of time as determined by us. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice to you.


8.3 Should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or your inability to access the Services for any length of time, including as a result of the permanent termination of service, you acknowledge and agree that, your sole remedy is to discontinue using the Services [whereupon we will provide a refund of subscription fees paid for the Services for which you did not receive beneficial use of the Services]


[Query: want this remedy available to the user? Or owe them nothing at all?]





9.1 Subject to the limited rights granted by you in this Agreement, you own all of your business's private data, content and all information which you enter and use in connection with the Services. We acquire no right, title or interest from you or your licensors under this Agreement in or to your data or information, including any intellectual property rights therein.

9.2 You hereby grant to us a worldwide, perpetual, royalty free, non-exclusive right and licence to use all data and content provided by you in connection with the Services and you hereby grant us permission to use all or any part of your data and content  in any way we deem necessary to provide the Services to you, including updating and maintaining your data, addressing errors or service interruptions, and enhancing the types of data and services we may provide to you in the future.


You also grant us permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. We may use this data to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new offerings to you and others. You also grant us permission to share or publish summary results relating to research data and to distribute or license such data to third parties.


9.3 To the best of our ability, we shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. We shall not:

(a) disclose your data except to those to whom disclosure is necessary to effect the purposes of this Agreement and who are similarly bound to hold your data in confidence;


(b) disclose your data or content unless required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any of your data or content violates the rights of third-parties; or (iv) protect our rights, property, or personal safety and that of our users or the public.


Our Privacy Statement sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.


9.4 You acknowledge that we do not pre-screen Content, but that we shall have the right (but not the obligation) in our sole discretion to refuse or remove any content, in whole or in part, that is available via the Service.


9.5 You and your Users acknowledge that we may retain a copy of his/her/its information gathered through the use of the Services and other information uploaded on your account. We may in certain circumstances export user information outside Singapore. We shall not share personal information with anyone except in the manner provided in our Privacy Statement.


9.6 You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant us a perpetual, irrevocable, worldwide, fully transferable, sub-licensable, royalty free license to use, modify, adapt or create derivative works from the feedback you provide to us in any way.


9.10 You warrant that:

(a) you are entirely responsible for all data and content that you upload, post, email or otherwise transmit via the Service;


(b) your data will not infringe any third party rights;

(c) you are duly authorised to upload, submit, transmit or otherwise deal with all content, information and data provided by you, and that all such content, information and data provided is true, accurate, current and complete;


(d) your data or content will not place unnecessary load as to affect the performances of our website, systems and equipment;

(e) your data will not contain any material which is unauthorised, inaccurate, harmful, abusive, obscene, libellous, defamatory, threatening or otherwise illegal;

(f) your data will not contain any viruses or harmful or malicious  code or devices which could damage any device accessing such data;

(g) you have obtained all required consents and comply with all applicable privacy legislation in connection with any use and disclosure of information relating to the use of the Services and the Services; and


(h) you will not share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions.





10.1 Subject to our Privacy Statement, we may from time to time offer on our website third party products or services, which are not affiliated with us ("Third Party Products") or the Services may contain links to their websites. You agree that we can use your contact information, including name and address, for the purpose of offering these products to you. The availability of such Third Party Products in connection with the Services does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.


10.2 If you decide to use any Third Party Products or access any of their websites, you acknowledge that any use thereof will be at your sole risk. You acknowledge that use of such Third Party Products and their websites are, subject to the terms, conditions and policies established by the third party. You agree that the third parties, and not us, are responsible for their product's performance and the content on their websites and you expressly hold us harmless for and from any claims arising out of your use of the Third Party Products.


10.3 The Services may contain features designed to interoperate with third party applications . To use such features, you may be required to obtain access to such third party applications from their providers. If you install or enable third party applications for use with Services, you acknowledge that we may allow providers of those third party applications to access your data as required for the interoperation of such applications with the Services. We shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by such application providers. The Services shall allow you to restrict such access by restricting Users from installing or enabling such third party applications for use with the Services. If the provider of any such third party application ceases to make the third party application available for interoperation with the corresponding Service features, we may cease providing such Service features without entitling you to any refund, credit, or other compensation.


10.4 Certain online services (including links to online banking, certain payroll related services and other online services related to the use of the Services) are provided by financial institutions and other third party service providers and not by us. You agree to hold harmless and release us from any liability relating to your use of such online services whether provided by your financial institution or any other third party. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third party provider.





11.1 Our website or any part thereof may display advertisements and promotions. Your dealings with the advertisers found on or through our website, including payment and delivery of related goods or services, and any other terms and conditions associated with such dealings, are solely between you and such advertiser. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings with such advertisers on our website.


11.2 Our website contains links to other websites provided by third parties who offer products and services which we have no control over. Such sites are independent of us and we do not endorse and are not responsible for any of their content. We accept no liability in respect of your use or inability to use them or any of the content of such sites. We likewise accept no liability in respect to any of the products, information, materials or services offered or provided by other organizations listed or linked to our website. Should you choose to enter into a binding contract with any such site, you agree to hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for any liability, claim, injury, loss or damage suffered as a result of the you or any user offering to accept any products or service that are available from those sites.





12.1 You warrant and represent that:

(a) your access to and usage of the Services are in accordance with the User Documentation and limited to the number of Users as specified on your Registration Form;


(b) you shall not store, download, transfer, reproduce, duplicate, distribute, copy, rent, loan, sell, resell, or exploit for any purpose the Services, related software or any portion thereof, the data or content obtained through the Services, or use or access to the Services;


(c) you will not translate, adapt, vary, modify or create derivative works based on the Services and its related software nor disassemble, decompile or reverse engineer the Services, its related software or any part thereof;


(d) you will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to the Services;


(e) you will not use the Services for or to carry out any activity that may be prohibited under the laws of Singapore or under any other applicable law;

(f) you will comply with all local rules regarding online conduct, acceptable content and use of the websites and the Services;


(g) you will not interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;


(h) you will not access the Services or related systems or networks by any means other than through the interface that we provide for use in accessing the Services;


(i) you will not use any means to restrict or prevent another user from accessing or enjoying the Services;


(j) you will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; and


(k) you will not, in any litigation proceeding, challenge the admissibility as evidence or the accuracy of a data log or electronic record provided by us in whatever form it may be presented.


12.2 You shall be responsible for:

(a) your and your Users’ compliance with this Agreement as far as they are applicable to them; and you acknowledge that you are responsible for all action taken by the Users, whether or not authorised by you;


(b) maintaining the confidentiality of the passwords associated with your account and user identification numbers and notifying us in writing immediately if you become aware of any unauthorised use of your login or password.  You are responsible for any activity on our website arising out of any failure to keep your login and password confidential;


(c) ensuring control of the passwords and user identification numbers for authorised usage of the Services. All communications and activities occurring under or referable to your account, user identification numbers or passwords shall be deemed to have been validly issued or authorised by you and you are fully responsible for all activities that occur under your account, whether or not resulting from your failure to maintain the confidentiality as required herein. You agree to hold harmless and release us from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible;


(d) accepting updates. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services;

(e) obtaining and  maintaining your own internet access and all necessary telecommunications equipment, Services and other materials in order to be able to Use the Services. You acknowledge that the operation and availability of internet access to access the Service or to transmit information to us or to the relevant authorities can be unpredictable and may interfere with or prevent access to the Service or its operation. We are not in any way responsible for any such interference with or prevention of your use of or access to the Service; and


(f) documenting and reporting all errors or malfunctions in Use of the Services to us as soon as expedient.





13.1 We reserve all rights, title and interest in and to the Services, its related software, and all related intellectual property rights (including, but not limited to all URLs, web content, data files, images appearing in the website and screen displays as well as any and all documentation relating to the Services). These are owned by us or our licensors, and are protected by Singapore, foreign and other applicable laws. The technical procedures, processes, concepts and methods of operation that are inherent within the Services and its related software constitute trade secrets. No rights are granted to you under this Agreement other than as expressly set forth.


13.2 The usage of our Services does not constitute a sale or transfer of any intellectual property rights to you or your Users.





14.1 You can view our Privacy Statement here. You agree to be bound by the applicable our Privacy Statement, subject to change in accordance with its terms.





15.1 You agree to indemnify and hold us, our affiliates, officers, agents, co-branders or other partners, and employees, harmless from and against any claims, loss (including reasonable legal costs and expenses) or liability incurred by us which arises from or was due to the data or content you submitted, posted to or transmitted through the Service, your use of the Service, your connection to the Service or a breach by you or any of your Users of any term of this Agreement.





16.1 Your use of our Website, the Services and content are entirely at your own risk and you agree that the Services are provided “AS IS” and “AS AVAILABLE” and we do not make any representations or warranties in relation to the Services or any part thereof. No advice or information, whether oral or written, obtained from us or from the use of your Services shall create any warranty not expressly stated in this Agreement.


16.2 We, our affiliates and our third party service or data providers, licensors, distributors or suppliers (collectively referred to as “Suppliers”) disclaim all warranties (express, implied or statutory) and condition of the Services including any warranty of fitness for purpose, quality, title, merchantability, completeness, non-infringement of any intellectual property rights or the accuracy, reliability, quality or content in or linked to the Services or that the Services, any Third Party Products and online services and any content, materials, tools, utilities, software and functionality will: (a) be fit or suitable for any specific purpose or intended use; (b) meet your requirements and expectation;(c) be uninterrupted, flawless, timely, accurate, reliable, secure or error free or (d) be secure and free from bugs, viruses, interruption, errors, theft or destruction. As no data transmission over the Internet can be guaranteed as totally secure, we do not warrant the security of any information transmitted over the Internet. Accordingly, any document or information which is transmitted by you, whether to us or to any other party, is transmitted at your own risk.





17.1  We, our affiliates and Suppliers are not liable to you or any other party for any direct, indirect, special, incidental, exemplary, punitive or consequential damages or damages resulting from any other matter relating to the Services, including but not limited, loss of profits, goodwill, reliance on or use of any data, information, content or matter provided via the Services or the accuracy, correctness or completeness thereof, loss or inaccurate data, error payment failure, payment defect, inaccurate calculations, unauthorised access to alter your data, downtime, failures of telecommunications , identity theft, fraud or unauthorised access or other intangible loss, damages or the cost of procurement of substitute good or services resulting from any goods, data, information or services purchased or obtained or transactions entered into through or from the use of the Services; (even if we have been advised of the possibility of such damages).


17.2 In recognition of the relative risks and benefits between us (including without limitation, the amounts payable by you and the availability and costs of insurance with respect to such risks), the risks have been reasonably allocated such that you agree, to the fullest extent permitted by law, to limit our entire liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise howsoever arising) to you or to any third party concerning the performance or non-performance by us of our obligations under this Agreement, or in any manner related to the Agreement, for any and all claims, losses, costs, damages of any nature including legal fees, so that our total aggregate liability to you or to any third party shall not exceed the total amount paid by you in the three (3) months preceding the incident.





18.1 All relevant subscription charges and fees relating to the Services are displayed on our website. We may vary such charges and fees from time to time by posting new charges and fees on our website. 


18.2 Your subscription will be activated automatically following receipt of your subscription charges in cleared funds.  Your subscription will continue for the relevant period set out in the Registration Form, subject to early termination in accordance with this Agreement.

18.3 All fees are based on Services purchased and not actual usage. Your payment obligations are non- cancellable and fees paid are non-refundable. The number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Registration Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature. You are responsible for paying all taxes associated with your purchases hereunder.


18.4 You authorise us to charge the credit card or other payment method you designate on the website for fees for the Service you select. If we cannot collect fees due to credit limits on your credit card or any other reason, or if you sign up for electronic payment options and we cannot collect amounts due because of insufficient funds in your account or any other reason, you must pay the amount due immediately upon demand, plus our processing fees, plus any bank fees or charges for return items, plus interest at the lesser of 18% annually or the maximum allowed by law, plus legal fees and other costs of collection as allowed by law. In addition, we may terminate this Agreement, discontinue the Service (either entirely, or only with respect to electronic payment options, in our sole discretion) and avail ourselves of any other available remedy.



19. TERM

19.1. These Terms and Conditions will take effect on the date you accept it by clicking on the “I ACCEPT” button or use the Services, whichever is earlier, and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated (“Term”). If you elect to use the Services for a free trial period or use a promotional code, and do not purchase a subscription before the end of that period, these terms and Conditions will terminate at the end of the free trial period.


19.2. User subscriptions purchased by you commence on the start date specified in the applicable Registration Form and continue for the subscription term specified therein.




20.1 Notwithstanding Clause 19 and in addition to our rights and remedies under other Clauses of this Agreement, we, in our sole discretion, may cease to provide the Services and to terminate this Agreement forthwith if:

(i) you go into liquidation or bankruptcy;

(ii) you compromise the security of our Services and servers in any way; or

(iii) we believe that you have violated or acted inconsistently the terms and conditions of this Agreement.

20.2 Upon the expiration or termination of this Agreement,

(a) all rights granted by us to you under this Agreement shall cease; and

(b) we will deactivate or delete your account and all related data, information and files in your account and/or bar any further access to such files or the Service;

And we shall not be liable to you or any third-party in any way whatsoever, for any termination of your access to the Service.


20.3 Termination of the Agreement under this Section shall be in addition to and not a waiver of any remedy (in law or equity) available to us arising from your breach of this Agreement.


20.4 Clauses 9 (Your Data), 12 (Your Other Responsibilities), 13 (Proprietary Rights), 15 (Indemnity), 16 (Disclaimer), 17 (Limitation of Liability), 18 (Fees and Payment) and 21 (General) shall survive any termination or expiration of this Agreement.





21.1 Headings The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement


21.2 No Implied Waivers No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement operates as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided in law or equity..


21.3 Force Majeure  Neither party shall be held liable for a delay or failure in the performance of this Agreement owing to any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, transmission delays, defect or downtime in the servers on which the data is held or processed, loss of data transmitted by third party networks, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. Such delay or failure will not constitute a breach of this Agreement and the time for performance of the affected obligation will be extended by such period as is reasonable.


21.4 Relationship of the Parties.  We are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between us. You do not have any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in our name or to bind us in any manner or thing whatsoever.


21.6. Transfer or Assignment.  You shall not transfer or assign this Agreement or any part thereof to any other party without our prior written consent. However, we may assign or transfer it without your consent to (a) an affiliate, (b) another company through a sale of assets or (c) a successor by merger.


21.7 Contract (Rights of Third Parties) Act No part of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act by a person who is not a party to it.


21.8 Entire Agreement You shall be deemed to have read this Agreement and agree that this Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.


To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and the Website Terms of Use, the terms of this Agreement shall prevail.

To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and the Registration Form, the terms of the Registration Form shall prevail.



21.9 Severability If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect and continue to be binding and enforceable.


21.10 Notices Notices to you may be made by regular mail or by email at the address and email in your Registration Form.


21.11 Governing Law This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties agree to submit to the exclusive jurisdiction of the courts of Singapore. This Agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Singapore.