1. INTRODUCTION

These Terms of Use govern the terms of use for Scribbly, as owned and operated by RGHL HOLDING COMPANY PTE. LTD. (“RGHL”).  “You” or “Your” refer to you as a user of Scribbly. “Us” and “We” refer to RGHL. These Terms of Use, shall be deemed to also include Scribbly’s Privacy Policy, which can be read here.

By accessing the Scribbly website or using any Scribbly product, you acknowledge that you have read, understood and agreed to be legally bound by and comply with these Terms of Use and Scribbly’s Privacy Policy, as well as all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are to stop using any Scribbly product and must leave this site immediately and. The materials contained in this website are protected by applicable copyright and trademark law.

2. USE OF SCRIBBLY PLATFORM

Scribbly hereby grants to you for the term of any prevailing subscription or usage plan that you hold with Scribbly, non-exclusive, non-transferable, non-sublicensable limited license to use Scribbly through its standard user interfaces, for the following purposes and on the terms and conditions set forth herein (the “Limited License”):

(a)  Your Use.  If you have not previously had your right to download and use Scribbly terminated by Us, You may download, install, update, use, reproduce, and display Scribbly for non-commercial personal purposes, for the drafting of personal emails in conjunction with a third-party email solution, in compliance with all applicable laws.  You may not use Scribbly for the creation or sending of spam, mass marketing emails; phishing, soliciting or collecting sensitive data including, without limitation, passwords, financial details, and Social Security numbers; or to trick or impersonate another or otherwise deceive or defraud any email recipient.  You may not use Scribbly to threaten, harass, or bully another, or to create or send illegal material, hate speech, or material that violates the intellectual property rights of Scribbly, RGHL or any third parties. You may not automate Scribbly or conduct any activity on behalf of others or perform any service bureau work; You must use Scribbly individually and manually through its standard user interfaces. We may terminate Your Limited License and this Agreement if We determine, in our sole discretion, that You misused Scribbly, or have sent an excessive number of emails using Scribbly, or used Scribbly for any purpose We deem inappropriate or unintended.

(b)  Your Responsibility to Use Wisely.  You acknowledge and agree that Scribbly is a tool to assist You in writing emails; however, You are solely responsible for the content of all emails You send and You are the one with sole discretion as to whether to send any Scribbly-drafted email as is, edit it, or delete it without sending. You agree to proofread any Scribbly-drafted email and verify the correct recipient or recipients have been selected prior to sending the email.  You acknowledge that Scribbly-drafted emails are not perfect, and may contain spelling and/or grammar mistakes, or content that is not what you had intended.

(c)  Additional Limitations on Use.  You may not reproduce, resell, sublicense, or distribute Scribbly, and You may not make any alterations to Scribbly, create derivative works from Scribbly, in each instance regardless of whether You receive any direct or indirect compensation for any of the foregoing.

(d)  Restricted Users.  Scribbly is intended for use only by adults. You must be of the age of majority in Your jurisdiction to enter into this Agreement with Us.

(e)  Email Provider Terms of Service. You acknowledge and agree that the use of any third-party email provider’s services requires You to agree to that provider’s terms of service and a privacy policy separate from and in addition to this Agreement.  You may not use Scribbly in any manner that violates your email provider’s terms of service or privacy policy, as amended by such provider from time to time.

(f)  Feedback and Usage Data.  You acknowledge and agree that any suggestions, bug reports, feature requests, or other feedback that You provide to Us, as well as any usage data We capture, irrevocably becomes the property of Us, without any obligation to You.

3. OWNERSHIP; RESTRICTIONS

Subject to the rights granted to You under the Limited License, all right, title, and interest in and to Scribbly, including any copyright, trademark, or other intellectual property rights are and shall remain at all times the sole and exclusive property of RGHL, with all rights reserved. Scribbly is a trademark of RGHL. In addition, You agree that You will not, without the prior express written consent of RGHL in each instance, decompile, disassemble, reverse engineer, or modify or enhance Scribbly, in whole or in part.  You further agree that you will not, directly or indirectly, obliterate, obscure, or modify any RGHL or Scribbly branding or copyright or other intellectual property notices contained on or within Scribbly.

4. ACCOUNT REGISTRATION AND USE

In order to use Scribbly, You must create a Scribbly account by providing Us with Your name, email address, and such other information as RGHL may require upon registration.  You agree to provide accurate, current, and complete information during the account registration process and at all other times when You use Scribbly, and to update the information provided to keep it accurate, current, and complete.  You may have only one account and may not register or use multiple accounts. Each account is intended to be used by one person only. The sharing of accounts is strictly prohibited. Your creation or use of multiple accounts or the sharing of account(s) may result in the termination of the Limited License or this Agreement.

You and You alone are responsible for safeguarding Your account password and You are solely responsible for all activity that occurs on or through Your Account.  You agree to immediately inform RGHL of any suspected unauthorized use.  RGHL is not liable or otherwise responsible for any loss or damage that You or any third party claims is caused in whole or part by unauthorized use of Your account.  Notwithstanding the foregoing, You may, however, be liable or responsible to RGHL or third parties due to unauthorized use of Your Account.

5. LICENSE FEES; BETA PHASE

You acknowledge and agree that Scribbly is currently in its beta phase and may contain errors, bugs, faults, and may crash or perform in unexpected ways.  You further acknowledge and agree that RGHL reserves the right to modify, discontinue, or withdraw Scribbly at any time without prior notice to You.  You acknowledge that RGHL may charge one-time, per-use, or subscription-based licensing fees for the use of any Scribbly product and that such fees may be amended from time to time.

6. PRIVACY POLICY; USE OF INFORMATION

By downloading or using Scribbly, You acknowledge that You have read, understood, and agreed to the privacy policy (the “Privacy Policy”).  This Privacy Policy is a part of these Terms and is incorporated herein by this reference and can be read here.

The Privacy Policy explains RGHL’s collection, use, transmission, and disclosure of Your personal information provided by or collected from You through Scribbly or otherwise.  By agreeing to be bound by this Agreement, You are also agreeing that You have read and understood the collection, use, transmission, and disclosure of Your personal information or data as described in the Privacy Policy (and as amended from time to time). You should review the Privacy Policy before downloading or using Scribbly and whenever the Privacy Policy is updated.

7. TERM AND TERMINATION

The term of this Agreement and the Limited License granted herein shall commence on Your acceptance of it or download or use of Scribbly and shall continue under terminated as provided herein (collectively, the “Term” of this Agreement).  If You have not entered into a subscription or other licensing fee arrangement with RGHL, RGHL may terminate this Agreement upon notice to You at any time for any reason.  If You and RGHL have entered into a subscription or other licensing fee arrangement with RGHL, RGHL may terminate this entire Agreement or the Limited License as provided in the subscription or other licensing fee arrangement or upon notice to You if you violate any of the terms and conditions of this Agreement, as determined in RGHL’s sole and absolute discretion.  Upon any such termination, you must discontinue use of and delete Scribbly from all of Your devices, and cease and refrain from any further use or re-download of Scribbly.  You further agree to destroy all copies of  Scribbly and any related documentation or materials in Your possession or under Your control.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by law, You are not entitled to receive damages from RGHL for any cause relating to this Agreement, Your download or use of Scribbly or any related documentation or materials.  In addition, in no event shall You be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with RGHL or with the distribution, operation, development, or performance of Scribbly.

IN NO EVENT SHALL RGHL BE LIABLE TO YOU OR ANY ORGANIZATION YOU ARE ACTING FOR OR ON BEHALF OF FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, SCRIBBLY, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF YOU HAVE ADVISED RGHL IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU OR MAY ONLY APPLY TO YOU IN PART.

IN ALL INSTANCES NOT PROHIBITED BY LAW, OUR LIABILITY TO YOU SHALL BE LIMITED TO YOUR ACTUAL DIRECT DAMAGES NOT TO EXCEED THE GREATER OF THE AMOUNT YOU PAID TO RGHL IN THE TWELVE MONTHS PRECEDING YOUR CLAIM, OR U.S. $100.00, WHICHEVER IS GREATER.

YOU FURTHER AGREE THAT YOU MUST FORMALLY INITIATE ANY CLAIM AGAINST RGHL WITHIN ONE YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.

9. DISCLAIMERS

SCRIBBLY IS FURNISHED TO YOU “AS IS” WITHOUT ANY WARRANTY.  RGHL EXPRESSLY DISCLAIMS ALL WARRANTIES ON SCRIBBLY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF NON INFRINGEMENT AND WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS BETWEEN THE PARTIES.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, RGHL SHALL HAVE NO LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF SCRIBBLY.

IN ADDITION, RGHL DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS SCRIBBLY AT ALL TIMES OR AT ALL, OR THAT SCRIBBLY WILL FUNCTION AS INTENDED IN ANY PARTICULAR INSTANCE OR AT ALL.  ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT SCRIBBLY MAY NOT WORK AT ANY TIME YOUR THIRD-PARTY EMAIL PROVIDER IS EXPERIENCING TECHNICAL DIFFICULTIES, AND ALL SUCH EMAIL TECHNICAL ISSUES ARE OUT OF RGHL’S CONTROL.  ADDITIONALLY, WE MAY “THROTTLE” (LIMIT) THE USE OF SCRIBBLY DURING PEAK HOURS OR FOR USERS MAKING EXCESSIVE USE OF SCRIBBLY.  SUCH THROTTLING MAY BE APPLIED TO CERTAIN CLASSES OF USERS AND NOT TO OTHERS, SUCH AS TO FREE USERS BUT NOT TO PAID USERS, IN RGHL’S SOLE AND ABSOLUTE DISCRETION.

10. FORCE MAJEURE 

Performance by either party under this Agreement is excused during the period such performance is prevented or delayed by government restrictions (whether with or without valid jurisdiction), war or warlike activity, insurrection or civil disorder, terrorism, epidemic or pandemic, or any other causes similar or dissimilar to the foregoing that are beyond the control of either party and were not foreseeable at the time this Agreement was entered into.

11. INDEMNIFICATION

You agree to indemnify and hold harmless RGHL, its owners, managers, directors, officers, employees, agents, representatives, licensees, affiliates, subsidiaries, group companies (as applicable), and their respective owners, managers, officers, directors, agents, employees, representatives, from and against any and all claims, demands, liabilities, obligations, losses, costs or debt, damages, actions and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or relating to (i) Your use of Scribbly; (ii) any breach of this Agreement, (iii) Your violation of any law, rules, regulations, or the rights of a third party. 

12. INTERPRETATION

If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.  The failure of either party to enforce any provision of this Agreement will not be construed as a waiver thereof, or as excusing the other party from future performance.  The parties shall not be deemed to be partners or joint venturers; rather, they enter into this Agreement as, and shall remain, independent contractors, each lacking the power to act on behalf of or bind the other. 

13. NO ASSIGNMENT

You may not assign this Agreement or any of the rights granted by RGHL to You hereunder, in whole or in part, without the prior written consent of RGHL, and any attempt to do so shall be void.  This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

14. EXPORT CONTROL

You agree to obey and comply with any and all applicable United States and international laws, rules, and regulations governing the export of software, to the extent that such laws, rules and regulations apply to you.

15. GOVERNING LAW  

This Agreement shall in all respects be governed by and be construed in accordance with the laws of Singapore.

16. NOTICE

Any notices required or permitted to be provided as follows:

To Scribbly: hello@scribbly.ai

To You: Using any contact information that You have provided to RGHL and method that is reasonably calculated to provide you with notice.

With regard to modifications of this Agreement, RGHL may additionally use the method described in Section 17.

17. AMENDMENT

This Agreement may be amended in writing by the parties. RGHL may also amend this Agreement from time to time, effective when posted or otherwise made available to You in Scribbly, or by notifying you by email or text.

18. REPRESENTATIVE

If You are using Scribbly for or on behalf of any other person, organization, or firm, You represent and warrant to RGHL that You have the right to enter into this Agreement on behalf of such third party, and have full power and authority to bind such third party to the terms and conditions of this Agreement.

19. ACKNOWLEDGMENT AND EXCLUSIVITY

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND RGHL, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND RGHL RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.