TUSS IO V3

'TUSS D+' Digital Platform Use Agreement

Clause 1.1

1.1. This agreement is entered into between _____________________ LLC (referred to as the 'Customer') on one side, and TUS Solutions International Pte Ltd (referred to as the 'Service Provider') on the other side.

Clause 1.2

1.2. This agreement governs the relationship related to the use of the 'TUSS D+' digital platform (referred to as the 'Platform') accessible via www.tuss.io (referred to as the 'Product Website').

Clause 1.3

1.3. This agreement becomes effective when the User reads and confirms all its terms.

Clause 1.4

1.4. The Service Provider and the User shall jointly oversee the execution of this Agreement.

1.5 Definitions

1.5.1. ConsumerAn individual or legal entity ready to exchange products/services to satisfy their needs.

1.5.2. TUSS D+A digital platform created by digitizing strategic management solutions.

1.5.3. WorkDuties necessary for achieving the company's goals within an organizational unit and workplace.

1.5.4. GoalA summary of the results planned to be achieved.

1.5.5. StakeholdersUsers, employees, and shareholders.

1.5.6. Intellectual Digital SolutionQualitative digital data for identifying, classifying, and harmonizing concepts to realize organizational goals.

1.5.7. SuggestionInformation to improve the Platform.

1.5.8. RequestA statement indicating the desire to strive for a better version.

1.5.9. Logo and Trademark UsageThe Service Provider's use of the Customer's logo and trademark for marketing and experience promotion.

Section 2: Key Terms of Service

2.1 User Registration

2.1.1. Upon the User's confirmation of the contract and payment of the contract fee, the Service Provider shall proceed to register the User's information on the Platform, in accordance with the provisions of Clause 1.3 of this contract.
2.1.2. The User bears full responsibility for the accuracy and completeness of their provided information.
2.1.3. The Service Provider shall guarantee the confidentiality of user information.
2.1.4. Each user is allowed to have only one registration account associated with their email address.

2.2 Term of Agreement

2.2.1. General term of the contract: From __ January __ 20__ to __ January __ 20__.
2.2.2. Period of User's Platform use: __ months/years from the creation of the User's information on the Platform.

2.3 Service Fees

2.3.1. Monthly payment: Monthly subscription fee of 15 SGD (excluding GST).
2.3.2. If the User opts for an annual payment, the monthly subscription fee is reduced to 10.8 SGD (excluding GST).
2.3.3. The User transfers the contract payment to the Service Provider's account provided herein: Beneficiary: TUS Solutions International Pte Ltd, Corresponding bank: UOB, Corresponding account: 3783079486.
2.3.4. The Service Provider issues a payment invoice after contract signing and confirmation.
2.3.5. Non-use of the TUSS D+ Program by the User does not warrant a refund.
2.3.6. If the User has paid for services for one year as per Clause 2.3.2 and the unit registration address as per Clause 1.3 remains unused or the number of employees decreases during the contract period, the contract fee will not be reasonably refunded.
2.3.7. A decrease in the number of customer registrations as specified in Clause 1.3 during the contract period will not reduce the payment, and the full payment is required during the contract period.
2.3.8. If the number of the Customer's employees increases during the contract period, the Customer shall pay for each registered unit address as per Clauses 2.3.1 and 2.3.2.

2.4 Contract Work

2.4.1. The work plan to be executed under this contract is outlined in Contract Annex No. 2.
2.4.2. Within 5 working days after completing the work specified in Annex No. 2, the parties will evaluate and confirm the work performance with an authorized person.

2.5 Confidentiality

2.5.1. Information related to confidentiality is governed by the 'Confidentiality Policy' specified in Contract Annex No. 1.
2.5.2. Failure to meet obligations specified in Annex No. 1, intentional or reckless disclosure of confidential information to a third party, or using it for personal or third-party gain will be considered a breach of confidentiality, and the damaging party must provide full compensation.
2.5.3. In case of disclosed confidential information, a commission consisting of an equal number of representatives will assess the damage, determine the amount, and arrange compensation.

2.6 Intellectual Property

2.6.1. The parties commit to protecting and preventing disclosure of intellectual property using appropriate methods.
2.6.2. The Program and its intellectual digital solutions (rules, procedures, methods, workflows, maps, forms) are the intellectual property of the Service Provider (certified by the Intellectual Property Office) and are protected by Mongolian Copyright and related rights, as well as other relevant laws and international agreements and conventions. The User may use the Program and contains information and electronic documents only for internal activities.
2.6.3. In the event of any third party's attempt to access or disclose intellectual digital solutions due to the User's fault, the User must promptly notify the Service Provider and take preventive measures.

Section 3: Service Provider's Obligations

Clause 3.1

3.1.1. Create a User account within 1 working day as per Clause 2.1.1 of this agreement.
3.1.2. Provide User instructions and training for Platform use.
3.1.3. Furnish the User with training materials, manuals, and instructions for using the Platform.
3.1.4. Acknowledge User suggestions, requests, and complaints related to the Platform use, promptly correcting any errors or defects that can be resolved, and informing the User.
3.1.5. Receive User suggestions, requests, and complaints related to the Platform and respond within 3 working days, specifying resolution timeframes.
3.1.6. Protect the confidentiality of User information.
3.1.7. Ensure the normal operation of the Program 24 hours a day, except as specified in Clauses 3.1.8 and 7.1.
3.1.8. Notify the User 1 day in advance in case of temporary service suspension for technical expansion, program changes, or updates, using email or other electronic means.
3.1.9. Inform the User about necessary changes to this agreement.
3.1.10. Delete User data upon User request to stop using the Program.
3.1.11. Archive User data in the Program database upon data deletion per Clause 3.1.10.
3.1.12. Implement measures to prevent unauthorized deletion of user data records.
3.1.13. Provide a copy of User information in the system upon contract termination.
3.1.14. Ensure the security of User information.
3.1.15. Copy User data in CSV format upon User request.
3.1.16. Perform the work specified in Contract Annex No. 2 within the planned time frame.
3.1.17. Uphold obligations set forth in the Privacy Policy specified in Contract Annex No. 1.
3.1.18. Evaluate contractual work as per Clause 2.4.2.

3.1. The Service Provider commits to the following obligations:

Section 4: User Obligations

Clause 4.1

4.1.1. Accurately fill in their personal information specified in Clause 1.3 of this Agreement.
4.1.2. Review and fully understand this Agreement.
4.1.3. Be responsible for their password's security.
4.1.4. Timely pay the fees as specified in Sections 2.3.1 and 2.3.2.
4.1.5. Use the Platform for its intended purpose and in accordance with instructions.
4.1.6. Request User instructions and advice related to Platform use.
4.1.7. Report suggestions, requests, or complaints about the Platform in the 'bug report' section.
4.1.8. Send an account cancellation request to sales@tussolution.mn if they wish to close their account.
4.1.9. Request data deletion from the Service Provider if they no longer wish to use the Program.
4.1.10. Provide information as required to perform tasks specified in Contract Annex No. 2.
4.1.11. Coordinate discussion times with relevant service provider personnel.

4.1. Users commit to the following obligations:

4.2 Prohibited Actions

4.2.1. Disclosing and using confidential information for personal purposes.
4.2.2. Unlawful or accidental use of the Platform by third parties.
4.2.3. Unauthorized access, disclosure, or damage to information of other users.
4.2.4. Committing illegal actions during Platform use, including copying, distributing, or using the Program for personal gain.
4.2.5. Spreading false or negative information about the Service Provider or the Platform.
4.2.6. Providing false personal information, impersonating individuals or legal entities, forging electronic signatures.
4.2.7. Intentionally or unintentionally damaging, defacing, copying, analyzing, creating, decompiling, or destroying the Platform's source code.
4.2.8. Modifying, simplifying, translating, and creating derivative works of the Program or its components.
4.2.9. Using intellectual digital solutions specified in Clause 2.6.2 outside their own activities and for any third party.

Section 5: Modification of Agreement Terms

5.1 Amendment of Agreement

5.1. Any modifications to this Agreement require written consent from both parties. These amendments shall be considered an integral part of the Agreement and shall carry the same effect.

5.2 Contract Extension

5.2.1. Should the User opt to continue using the Program, they must officially notify the Service Provider of their intent to extend the contract. This notification should occur at least one month before the contract's expiration.

5.3 Account Update

5.3.1. If the user wishes to update their account and register as an organization, they should inform the Service Provider and proceed with the contract renewal.

Section 6: Liability and Termination of Contract

6.1 User Responsibilities

6.1.1. In the event that the User fails to meet their obligations under the contract, engages in unauthorized use of the Service, or causes harm to the Service Provider's operations or other Users, their access rights will be terminated.

6.2 Violation of Prohibitions

6.2.1. Should the User breach the prohibition clause as specified in Clause 4.2 of the Agreement, the Service Provider reserves the right to terminate the Agreement with the User and revoke access to the Application.

6.3 Investigation of Violations

6.3.1. If the Service Provider believes that the User has violated the prohibition clause detailed in Clause 4.2, they will notify the relevant authorities and conduct an investigation.

6.4 Compensation for Damages

6.4.1. In instances where the Service Provider violates the prohibition clause in Clause 3.2, the User shall be fully compensated for the damages. The determination of damages will be in accordance with the Civil Code.

6.5 Termination of Contract

6.5.1. The User can request termination of the contract if they decide to discontinue using the Program and choose to delete their data or archive it upon request.

Section 7: Unforeseeable Factors

7.1 Force Majeure

7.1.1. The Service Provider shall not be held liable for unforeseen or force majeure events, including natural disasters, fires, infectious disease outbreaks, government prohibitions, armed conflicts, terrorist attacks, strikes, civil unrest, external attacks on the Program, or virus infections caused by users or third parties. Temporary suspension or service failure due to such situations will result in a written or official email notification to the User within 5 working days.

7.2 Non-Refundable Service Interruption

7.2.1. The Service Provider shall not be responsible for refunding the Customer in the event of service interruption as detailed in Section 7.1 of the Agreement.

Section 8: Dispute Resolution

8.1 User Support

8.1.1. The Service Provider receives and addresses suggestions, complaints, and requests related to Program use through the 'bug report' section of the Program, available 24 hours a day, seven days a week. Additionally, support can be reached by calling +65 81666371 on weekdays between 09:00 and 18:00.

8.2 Dispute Resolution

8.2.1. Any disputes arising in connection with this Agreement will be initially resolved through mutual agreement between the parties. If a dispute cannot be resolved amicably, it will be subject to resolution through the Mongolian court system.

8.3 Governing Law

8.3.1. This Agreement will be governed by and interpreted in accordance with the laws of Mongolia.

8.4 Unregulated Matters

8.4.1. Any matters not addressed in this contract will be resolved in accordance with other relevant laws and regulations specified in the Civil Code.

Section 9: Miscellaneous

9.1 Language and Copies

9.1.1. This contract will be executed in the English language in two legally valid copies, with each party retaining one copy.

9.2 Appendices

9.2.1. The appendices attached to this Agreement form an integral part of the Agreement and are equally binding.

9.3 Assignment of Obligations

9.3.1. Neither party may assign its obligations under this Agreement without the written consent of the other party.

9.4 Effective Date

9.4.1. This Agreement becomes effective upon being signed by the parties.

9.5 Marketing Use

9.5.1. The Service Provider is granted permission to use the name and logo of the customer for marketing purposes, including posting information about the contract on the website, presentation materials, social networks, etc.

9.6 Binding Provisions

9.6.1. The terms and conditions of this Agreement shall be binding on the parties, and this provision shall apply equally to the successors and representatives of the parties.

9.7 AI Additional Service Terms

9.7.1. These AI Additional Service Terms ("Terms") govern your use of AI functionalities provided through the TUSS.io platform ("Platform"). By accessing or using the AI services ("AI Services"), you ("User") agree to these Terms in addition to the general Terms of Service of the Platform. If you do not agree to these Terms, do not use the AI Services.
Entire Agreement: These Terms, together with the general Terms of Service of the Platform, constitute the entire agreement between the User and the Platform regarding the use of AI Services.

Definitions. For the purposes of these Terms, the following definitions apply:
1. AI Services refers to Artificial intelligence-powered tools and functionalities provided via the Platform, including but not limited to language processing, data analysis, and other machine learning functionalities.
2. Customer Data refers to any data, input, or content submitted by the User while using the AI Services, including but not limited to text, files, and other data generated through interactions with the AI Services.
3. Third-Party provider refers to any external entity or organization that is not the User or the Platform but provides technologies, services, or functionalities integrated into or utilized by the Platform, including, but not limited to, OpenAI and other service providers involved in delivering the AI Services.
4. Platform efers to The TUSS.io system hosting and delivering the AI Services.
5. User refers to any individual or entity accessing or utilizing the AI Services.
Compliance with Third-Party Policies
1. Role of Third Parties: The AI Services utilize third-party technologies, including but not limited to OpenAI's GPT models. These third-party providers are integral to the functionality of the Platform's AI Services.
2. Compliance with Third-Party Terms: Users must comply with the terms, policies, and guidelines set by third-party providers, such as OpenAI's Usage Policies, when utilizing the AI Services.
3. Platform Enforcement: The Platform reserves the right to suspend or terminate access to the AI Services if a User violates OpenAI's policies, the Platform’s policies, or engages in misuse of the Services.
4. Changes to Third-Party Terms: Third-party providers may update their terms, policies, or service capabilities, which may impact the AI Services. The Platform will make reasonable efforts to communicate these changes to Users promptly.
User Responsibilities
1. Content Ownership and Accountability: Users retain ownership of their Customer Data but bear full responsibility for the content and outcomes generated through the AI Services. Outputs must be independently verified for accuracy, completeness, and relevance.
2. Prohibited Uses: Users shall not use the AI Services to generate harmful, illegal, unethical, or discriminatory content. Prohibited uses include, but are not limited to, generating content related to violence, hate speech, illegal activities, or violating intellectual property rights.
3. Compliance with Data Privacy Laws: Users agree to comply with all applicable data privacy regulations and ensure that Customer Data is provided lawfully and does not infringe on the rights of third parties.
AI Output Limitations
1. Non-Unique Outputs: AI-generated outputs may not be unique and could resemble outputs provided to other Users of the Platform. Users are advised not to rely solely on AI-generated outputs for any purpose requiring originality or uniqueness.
2. Critical Decision Making: The AI Services are designed to assist with decision-making but should not be relied upon for high-stakes or critical decisions, including but not limited to legal, medical, financial, or safety-related matters.
3. No Guarantees: The Platform does not guarantee the accuracy, completeness, or appropriateness of AI-generated outputs. The AI Services are provided "as-is" and are for informational purposes only.
Pricing
1. Service Fees: Pricing for the AI Services is governed by the main contract between the User and the Platform. Users will be charged according to the pricing model specified in their agreement with the Platform.
2. Changes to Pricing: The Platform reserves the right to adjust the pricing for AI Services in response to changes in costs, including fees charged by third-party providers like OpenAI. Any changes to pricing will be communicated to Users in advance.
Data Usage and Security
1. Data Usage: The Platform does not use Customer Data for training AI models or other purposes without the User’s explicit consent. Data shared with the AI Services may be used for the purpose of generating responses, improving service functionality, or providing User feedback unless explicitly prohibited.
2. Security Measures: The Platform implements industry-standard security measures to protect Customer Data, including encryption and access control, but cannot guarantee complete protection against breaches, data loss, or unauthorized access.
3. User Data Retention: The Platform will retain Customer Data only as long as necessary to provide the AI Services or as required by law. Users may request the deletion of their data in accordance with the Platform’s privacy policy.
4. Feedback and Improvement: Feedback provided by Users regarding the AI Services may be used to improve the services, subject to express consent. This feedback is used in aggregate and anonymized formats to enhance service functionality.
5. User Responsibilities: Users are responsible for safeguarding their login credentials and must immediately report any suspected breaches or unauthorized access to their accounts.
Termination and Amendments
1. Termination: The Platform may suspend or terminate a User's access to the AI Services at any time for violation of these Terms or the general Terms of Service. Users may also terminate their use of the AI Services by ceasing to use the Platform.
2. Amendments: The Platform reserves the right to amend these Terms at any time. Any changes will be communicated to Users, and continued use of the AI Services after such changes constitutes acceptance of the updated Terms.
Governing Law and Dispute Resolution
1. Governing Law: These Terms are governed by the laws of [Jurisdiction], without regard to its conflict of law principles.
2. Dispute Resolution: Any disputes regarding these Terms or the use of the AI Services will be resolved through binding arbitration in accordance with the rules of [Arbitration Institution]. The venue for any arbitration shall be [Location].
Miscellaneous
1. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remainder of the Terms will continue in full force and effect.‍
2. Entire Agreement: These Terms, together with the general Terms of Service of the Platform, constitute the entire agreement between the User and the Platform regarding the use of AI Services.

Terms and Conditions