OnlyPrompts Terms of Service and Subscription Agreement

Please read these Terms of Service (this “Agreement”) fully and carefully before using OnlyPrompts Sales Solutions. This Agreement sets forth the legally binding terms and conditions for your use of OnlyPrompts Sales Solutions. By registering for and/or using the services in any manner, you agree that you have read, understand, and accept this agreement and all other operating rules, policies, and procedures referenced herein, each of which is incorporated herein by this reference and each of which may be updated from time to time as set forth below, to the exclusion of all other terms. You may not use the services if you do not unconditionally accept this Agreement. If you are accepting on behalf of an organization, you represent and warrant that you have the authority to do so; however, if your organization has entered into a separate contract with Resonance Technology Pte Ltd covering its use of the Services, then that contract shall govern instead.

Except for certain types of disputes defined in the arbitration section below, you agree that disputes between you and Resonance Technology Pte Ltd shall be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

OnlyPrompts may change the Terms of Service from time to time at its sole discretion by posting a revised version of the Terms of Service on the OnlyPrompts website, without particular notice to you. The modified terms will become effective immediately upon posting. By continuing to use OnlyPrompts on and/or after the effective date of any modifications to these Terms of Service, you agree to be bound by the modified terms.

Definitions

“Client” shall refer to you, unless you are accepting on behalf of a company, in which case “Customer” shall mean that organization;

“Resonance Technology Pte Ltd” shall refer to a corporation with its principal place of business at 1 North Bridge Road, Singapore 179094, that is the service provider of OnlyPrompts Solution;

“OnlyPrompts” shall refer to the product solution provided by Resonance Technology Pte Ltd and the underlying servers and software used to provide such solutions;

Resonance Technology Pte Ltd” and “Clients” are each referred to in this Agreement as a “Party” and collectively as “Parties.”

“User Data” shall refer to any personally identifiable information input by the Client to OnlyPrompts, including information possibly considered private or sensitive generated by the Client and all other information provided in the normal course of usage of OnlyPrompts.

“PDPA” means the Personal Data Protection Act 2012;

“Personal Data” shall refer to data, whether true or not, about an individual who can be identified:

from that data alone; or
from that data and other information which OnlyPrompts has or is likely to have access;

“Subscription” shall refer to the right to access OnlyPrompts during the Subscription Period.

“Subscription Period” shall refer to the duration that the Client has access to the OnlyPrompts.

“Order Form” shall refer to any contracts and/or documents that are entered into, by the Client and OnlyPrompts from time to time, in the forms provided by OnlyPrompts.

Provision of Service

Free Trial. OnlyPrompts may make all or part of OnlyPrompts available to the Client on a trial basis, free of charge (the “Free Trial”). The Free Trial shall begin when the Client submits a registration for the same to OnlyPrompts and shall terminate on the earlier of (i) the Free Trial expiration date as specified by OnlyPrompts in the Client’s OnlyPrompts account settings, or (ii) the date the Client execute an Order Form for a Subscription under this Agreement. Notwithstanding section 14, access to OnlyPrompts is provided “as-is” and without warranty of any kind during Free Trial. User Data entered and any specific settings or preferences the Client makes during Free Trial will be permanently deleted unless the Client purchases a Subscription or exports such data/settings prior to the expiration of their Free Trial.

Mobile Applications. OnlyPrompts may offer mobile applications that allow the Client to access OnlyPrompts on their mobile devices, including, but not limited to, mobile applications for Android or iOS operating systems. Mobile applications are included in the Client’s Subscription. OnlyPrompts mobile applications may require an internet connection and may incur data charges with the Client’s wireless carrier, including roaming charges, where applicable. OnlyPrompts mobile applications may collect and transmit information to OnlyPrompts, including, but not limited to, usage statistics, and may use certain third-party libraries that provide limited access to data. By using the mobile applications, the Client agrees to the OnlyPrompts Sales Solutions, and that use is subject to the terms and conditions of this Agreement.

Marketing Communications After the Client signs up, they shall get educational materials, offers, and promotions from OnlyPrompts by email and notification in-app. If the Client wants to opt out of OnlyPrompts email marketing, please contact support at [email protected].

Subscription OnlyPrompts shall be available to the Client pursuant to this Agreement and all Order Forms during the Subscription Period. The Client shall agree that the purchase of OnlyPrompts Subscription is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by OnlyPrompts with regard to future functionality or features.

Support Support via in-app intercom widget, email and phone is available for paid Subscription. Our Support hours are Monday to Friday (excluding Singapore public holidays), from 10am to 6pm.

Usage Guidelines

Ownership of Data The Client shall retain all rights, title, and interest in and to all of their data. OnlyPrompts shall not access the Client’s Data except to respond to service or technical problems, or at the Client’s request.

Collection of Data The Client shall be responsible for all activities in their account and in compliance with this Agreement. The Client shall also comply with all local and foreign laws, treaties, regulations, or conventions applicable in connection with the use of OnlyPrompts, including without restriction, the Personal Data Protection Act 2012 (Singapore), and other laws applicable related to privacy, publicity, data protection, electronic communications, and anti-spamming laws. The Client shall be responsible for the collection, legality, protection, and use of data that is stored on, or used in connection with OnlyPrompts. OnlyPrompts will not be responsible for any loss or disclosure of the Client’s data (or any damages related thereto) resulting from the Client’s failure to adequately secure their user identification and passwords.

Prohibited Uses The Client shall hereby agree that, as a condition of use of OnlyPrompts, not to use OnlyPrompts for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The Client may not use OnlyPrompts in any manner that could damage, disable, overburden, or impair any OnlyPrompts or subscriber server, or the network(s) connected to any service provider or subscriber server, or interfere with any other party’s use and enjoyment of OnlyPrompts.

The Client may not attempt to gain unauthorized access to any part of OnlyPrompts, other accounts, computer systems, or networks connected to OnlyPrompts, through hacking, password mining, or any other means. The Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available through OnlyPrompts. Except as expressly set forth herein, the Client may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate OnlyPrompts, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide OnlyPrompts; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair OnlyPrompts’s control or security systems, or allow or assist a third party to do so.

Suspension of Service OnlyPrompts may at any time suspend (or require the Client to suspend) access to OnlyPrompts and/or disable the login information in the event of violation of these terms and conditions. Grounds for suspension include but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if OnlyPrompts has reason to suspect any such Client is engaged in activities that may violate these Terms of Service, applicable laws, or subscription agreements with the service provider, the Client and respective network or facilities, or other Clients. OnlyPrompts shall not be liable to any Client for the suspension of SaaS Service, regardless of the grounds.

Third-Party Providers

Acquisition of Non-OnlyPrompts Products and Services.

The Client shall acknowledge that third-party products or services may be made available to the Client from time to time by OnlyPrompts or third parties and that the Client’s decision to acquire any such products or services is solely between the Client and the applicable third-party provider. Unless specifically set forth on an Order Form, OnlyPrompts does not warrant or support third-party products or services.

Third-Party Services and User Data.

The Client shall acknowledge that if the Client acquires third-party services for use with Subscription OnlyPrompts, it may allow the providers of such applications to access the Client data in order to allow such applications to interoperate with OnlyPrompts. OnlyPrompts shall not be responsible or liable for any disclosure, modification or deletion of the Client’s data resulting from any such access by third-party application providers.

Potential damages arising from usage of Third-Party Service Integrations.

The Client shall further acknowledge that if the Client uses third-party services intraoperatively with OnlyPrompts, OnlyPrompts shall not be responsible or liable for any damages arising from the failure of such third-party applications to perform its intended functions. Any claims to such damages suffered by the Client resulting from the failure of third-party services to function are to be taken up with the service providers of such third-party services.

Client Obligations

To access and use OnlyPrompts, the Client must create account(s).

The Client agrees to provide accurate, complete and current account information and, as applicable, timely update the same. The Client is solely responsible for the activities that occur on their account(s) (which includes its sub-accounts), and for keeping their account(s) passwords secure. OnlyPrompts will not be liable for any losses caused by unauthorized use of the Client’s account(s).
If any information provided by the Client is inaccurate, incomplete and/or not current, OnlyPrompts has the right to terminate the Client’s account(s) and refuse any and all current or future use of OnlyPrompts by the Client;
The Client represents and warrants that it is duly authorized to do business and use OnlyPrompts in all jurisdictions in which the Client operates in. The Client must notify OnlyPrompts promptly of any change in the Client’s eligibility to use OnlyPrompts (including any changes to or revocation of any licenses from state authorities), breach of security of any known unauthorized use of the Client’s account(s).
The Client agrees to be solely responsible for any and all charges incurred due to the Client’s use of a local access number in relation to their usage of OnlyPrompts’s account(s); for any and all charges incurred due to the Client’s use of any wireless device including, but not limited to laptops, tablet computers, and cellular phones; for all billing transactions: Billing transactions encompass sign-up transactions (purchases at the time of sign-up), purchase transactions (purchases that are not auto-recharge transactions which are made after sign-up) and auto-recharge transactions (purchases that are automatically made via OnlyPrompts’ auto-recharge feature); for all content created by the Client in their course of usage of OnlyPrompts Sales Solutions, including but not limited to textual information, video, graphic imagery, and audio recordings;
The Client shall immediately notify OnlyPrompts at [email protected] of any unauthorized use of the Client's OnlyPrompts account(s) or any other breach of security. Until the Client makes the appropriate notification, the Client shall be presumed liable for any and all charges incurred under their OnlyPrompts account(s).

User Data

The use of User Data is governed by our Privacy Policy. OnlyPrompts will not disclose billing information or account access information except as authorized by the Client or the Client's representative or as required by any applicable laws or legal process.

OnlyPrompts implements industry standards to ensure the security and confidentiality of User Data, protect against anticipated threats or hazards to the security or integrity of User Data and protect against unauthorized access to or use of this Data.

Compliance with PDPA. In handling any Client Personal Data, OnlyPrompts shall comply with all its obligations under the PDPA and in this Clause 6 at its own cost.

Process, Use and Disclosure. OnlyPrompts only process the Client’s Personal Data: strictly for the purposes of fulfilling its obligations and providing the Services required under this Agreement;

with the Client’s prior written consent; or when required by law or an order of court, but shall notify the Client as soon as practicable before complying with such law or order of court at its own costs.

Transfer of personal data outside Singapore. OnlyPrompts may transfer Client Personal Data to only its own OnlyPrompts Sales Solutions servers located in countries other than the country in which the Client Personal Data was originally supplied by the Client and strictly only for the purposes of fulfilling its obligations and providing the Services required under this Agreement. In respect of such transfers, the Supplier shall ensure that the Client Personal Data transferred outside Singapore will be protected at a standard that is comparable to that under the PDPA and this Agreement.

Security Measures. OnlyPrompts shall protect Client Personal Data in OnlyPrompts’s control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information & communications technology measures) to prevent unauthorized or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Client Personal Data, or other similar risks. For the purposes of this Agreement, “reasonable security arrangements” include arrangements set out below in Clause 6 (which shall not be varied without the Client’s prior written consent, such consent not to be unreasonably withheld).

Accuracy and Correction of Personal Data. Where the Client provides Client Personal Data to OnlyPrompts, the Client shall make a reasonable effort to ensure that the Client Personal Data is accurate and complete before providing the same to OnlyPrompts. The Client shall remain responsible for updating Client Personal Data which is in the possession of the Supplier. The Supplier shall take steps to correct any errors in the Client Personal Data, as soon as practicable upon the Client’s written request.

Retention of Personal Data. The Supplier shall not retain Client Personal Data (or any documents or records containing Client Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement.

The Supplier shall, upon the request of the Client:

return to the Client, all Client Personal Data; or
delete all Client Personal Data in its possession,
and, after returning or deleting all Client Personal Data, provide the Client with written confirmation that it no longer possesses any Client Personal Data. Where applicable, the Supplier shall also instruct all third parties to whom it has disclosed Client Personal Data for the purposes of this Agreement to return to OnlyPrompts or delete, such Client Personal Data.

No Resale of Service

You are granted permission to utilize the Service exclusively within the company for the purpose of obtaining insights and analysis to optimize your website(s) and related campaigns.

Unless expressly authorized by OnlyPrompts, you agree not to reproduce, duplicate, copy, sell, trade, resell, permit access, transfer, assign, modify, create derivative works, or exploit any portion of the Service, use of the Service, or access to the Service, including the computer code that powers the Service, for any commercial purposes.

You are accountable for all usage of the tool under your account. Furthermore, it is your responsibility to maintain the confidentiality of your online account credentials.

Unused Balance

OnlyPrompts reserves all rights on accounts that have expired. Unused credit balance in an expired OnlyPrompts account cannot be cashed out, and shall be forfeited.

The Client acknowledges and accepts that the inherent nature of the Internet and/or telecommunication network is such that electronic communications via email or SMS may be subject to interruption, interception, hacking, transmission blackout, and delayed or incorrect transmission. OnlyPrompts shall not be liable for any risks including but not limited to risks resulting from errors, mutilation, interruption or delay in transmission, power failure, interception by third parties, data corruption, viruses, transmission errors, breakdown of telecommunication networks, malfunctions in communications facilities, industrial action or disputes beyond its control that may affect the transmission of any email and/or SMS and does not warrant that any identified defect will be corrected, though it will undertake all reasonable efforts to mitigate and rectify such risks.

Payment and Charges

In order to use the integrated calling and SMS tools on OnlyPrompts the Client will require a sufficient credit balance under their OnlyPrompts account(s) that is separate from and not included as part of OnlyPrompts account subscription fees. The Client is required to deposit sufficient credit in their OnlyPrompts account through debit or credit cards, PayPal or other means, which may be made available by OnlyPrompts.

The Client agrees to pay for its use of OnlyPrompts as set forth in any written agreement or addendum with Resonance Technology Pte Ltd, and/or its partners. Resonance Technology Pte Ltd reserves the right to revise the pricing from time to time and would give notice of such change on OnlyPrompts website. Client’s continued use of OnlyPrompts Sales Solutions after a price change becomes effective constitutes the Client’s agreement to pay the newly revised amount.

In the event the Client believes that OnlyPrompts has charged them erroneously, the Client must notify OnlyPrompts via email at [email protected] within seven (7) business days after such charge. Upon expiration of such a 14-day period, the Client will not be entitled to dispute any fees paid or payable to OnlyPrompts. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt the Client from timely paying any undisputed amounts owed. Any disputes that cannot be resolved in accordance with the foregoing shall be handled in accordance with Section 13 below. Other than in accordance with the foregoing, fees paid are non-refundable.

Automatically Recurring Subscriptions

If the Client opts for an automatically recurring subscription at the point of purchase subscription package (if any), the Client unconditionally consents to OnlyPrompts and/or its payment partners storing personal information about the Client, including information on the Client's credit card. OnlyPrompts and its partner(s) will make all reasonable efforts, according to standard industry practice, to secure the Client’s personal information. In addition, the Client also unconditionally consents to OnlyPrompts and/or its payment partner making deductions automatically from the Client’s stored credit card for the purpose of renewing the Client’s OnlyPrompts Subscription at the end of each Subscription Period.

Intellectual Property Rights

The Client shall acknowledge and accept that all title, ownership and intellectual property rights in and to OnlyPrompts and any and all copies thereof, are owned by OnlyPrompts's users (the owner of OnlyPrompts's account) and/or its or its affiliates’ licensors. All rights are reserved. OnlyPrompts is protected by copyright laws, international copyright treaties and conventions and other laws. OnlyPrompts contains certain licensed materials and OnlyPrompts’ and its affiliates’ licensors may protect their rights in the event of any violation of these Terms of Service.

Indemnity

The Client hereby agrees to indemnify and hold OnlyPrompts, and its subsidiaries, affiliates, officers, and employees, harmless from any and all liability, claim or demands, including reasonable attorney's fees, made by any third party because of or arising out of the Client's use of OnlyPrompts and the Client's violation of these Terms, any applicable law or regulation, or the rights of any third parties related to the use of the OnlyPrompts.

Warranties

The Client expressly agrees that the use of OnlyPrompts is at the Client’s sole risk. OnlyPrompts is provided on an "as is" and "as available" basis. OnlyPrompts expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. OnlyPrompts makes no warranty that OnlyPrompts will meet the Client's requirements, that it will be uninterrupted, timely, secure, or error free; nor does OnlyPrompts make any warranty as to the results that may be obtained from the use of OnlyPrompts or as to the accuracy or reliability of any information obtained through OnlyPrompts or that defects in OnlyPrompts will be corrected.

Neither OnlyPrompts nor any of its information providers makes any warranties concerning the accuracy, currentness or reliability of the messages received or requested via the OnlyPrompts or any of the information, material or content contained therein (the "Content"). The Client understands and agrees that any Content and/or data downloaded or otherwise obtained through the use of or from OnlyPrompts is done at the Client's own discretion and risk and that the Client will be solely responsible for any damage to the Client's mobile telecommunication device and/or computer system or loss of data that results from the download of such Content and/or data. OnlyPrompts makes no warranty and shall not be liable for any goods, services, information or other material displayed, purchased or obtained through or from OnlyPrompts or any transaction entered into through the service. OnlyPrompts shall not be liable for any delays, omissions or errors in the Content and shall not be liable for any reliance thereon. No advice or information, whether oral or written, obtained by the Client from OnlyPrompts or through or from OnlyPrompts shall create any warranty not expressly stated herein.

Limitation of Liability

In no event shall OnlyPrompts, its subsidiaries, affiliates, officers, or employees be liable, whether in contract, warranty, tort (including negligence) or any other form of liability, for:

any direct, indirect, incidental, special or consequential damages suffered by the Client; and
any loss of income, business, profits (whether direct or indirect), use, data or other intangible suffered by the Client, even if OnlyPrompts has been advised of the possibility of such damages.

Without limiting the above clauses [13.i, 13.ii], OnlyPrompts, its subsidiaries, affiliates, officers, or employees shall not be liable for any losses suffered by the User arising from:

the use or the inability to use OnlyPrompts
messages received or transactions entered into through or from OnlyPrompts;
unauthorized access to or alteration of the Client’s transmissions or data;
the Client’s inability to use OnlyPrompts to contact emergency services;
any degradation in the quality of OnlyPrompts (including but not limited to, degradation in the quality of the calls made through OnlyPrompts); or
any breakdown in the payment systems utilised by the Client for the top-up of credit in the Client’s OnlyPrompts account(s).

The Client further agrees that OnlyPrompts shall not be liable for any damages arising from interruption, suspension or termination of OnlyPrompts, including but not limited to direct, indirect, incidental, special, consequential or exemplary damages, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.

OnlyPrompts expressly disclaims any and/or all liability for inbound mobile phone roaming charges, mobile data charges and/or other like or unlike third party charges incurred by the Client as a result of the use of OnlyPrompts from a mobile device while it is roaming. For the avoidance of doubt, and without limiting the generality of the foregoing, OnlyPrompts shall not be liable for any mobile phone roaming charges or mobile data charges incurred by the Client should the User fail to properly launch or access OnlyPrompts.

Nothing in these Terms of Service is intended to exclude or restrict or shall be construed as excluding or restricting the liability of OnlyPrompts for any liability which cannot be limited or excluded by law.

Term and Termination

Term of the Agreement.

This Agreement commences on the effective date and continues until the expiration or termination of the Client’s Free Trial or Subscription (as applicable).

Termination by Client.

The Client may cancel their Subscription and terminate this Agreement at any time by providing notice to OnlyPrompts via email at [email protected]. Upon account termination, OnlyPrompts will allow a 30-day grace period during which the Client will be able to reactivate their account and restore their data. In the case that the Client wishes to have their data completely and permanently removed from OnlyPrompts’s application servers, the Client can inform OnlyPrompts in writing by sending an email to [email protected].

Termination for Cause.

Without limiting other remedies, OnlyPrompts may terminate the Client’s OnlyPrompts account(s) with immediate effect, automatically and without recourse to the courts, and may limit, suspend or terminate the Client’s use of the OnlyPrompts, if OnlyPrompts finds that the Client is:

in breach of these Terms of Service;
creating problems or possible legal liabilities;
acting inconsistently with the letter or spirit of OnlyPrompts’s policies;
infringing intellectual property rights; and/or
engaging in fraudulent, immoral or illegal activities.

Taxes

Unless otherwise stated, all charges and fees for OnlyPrompts Sales Solutions are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments and withholdings ("Taxes").

The Client will be solely liable for and will pay upon demand all Taxes associated with the Client's access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions.

General

The Terms of Service constitute the entire Agreement between the Client and OnlyPrompts with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of the Client arising out of fraud or fraudulent misrepresentation.

The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms of Service or by law shall not constitute a waiver of that right, power or remedy. If OnlyPrompts waives a breach of any provision of the Terms of Service this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.

The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the OnlyPrompts must be filed by the Client within one year after such claim or cause of action arose or be forever barred.

Governing Law. These Terms of Service will be governed by and construed in accordance with the laws of Singapore, and the courts of Singapore will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Service.