Terms and conditions

Alpha release software. This is provided on an as-is basis for testing purposes only.

No warranty of any kind is either express or implied for the use of this software or any related services. Use of this software or any related service is entirely at your own risk.

These terms and conditions outline the rules and regulations for the use of this Alpha Software. By accessing and using this site, you agree to be bound by these terms and conditions. If you disagree with any part of these terms, you must not use our service.

Last Updated: 3 April, 2025

1. Introduction and Definitions

These Terms and Conditions (the "Terms") constitute a legally binding agreement between the Company and any person or entity ("User," "you," or "your") accessing or using our software-as-a-service database and enterprise resource management application (the "Service").

For the purposes of these Terms:

"Service" means our software, applications, APIs, and related services, including any updates, modifications, or enhancements thereto
"Alpha Service" means any pre-release, Alpha, or testing version of the Service
"Commercial Service" means the general release version of the Service
"Subscription" means the right to access and use the Service pursuant to these Terms
"Content" means any data, information, or materials processed through the Service
"Effective Date" means the date you first access or use the Service
"Subscription Term" means the period during which you have agreed to subscribe to the Service
"Intellectual Property Rights" means all intellectual property rights, including patents, trademarks, copyright, design rights, database rights, trade secrets, and all other similar proprietary rights

2. Alpha Service Terms

2.1 Alpha Status

The Alpha Service is provided solely for testing and evaluation purposes. You acknowledge and agree that the Alpha Service may not be complete or fully functional and may contain bugs, errors, omissions, and other problems. The Alpha Service is provided "as-is" without any warranties or representations of any kind. We make no guarantees regarding the functionality, performance, availability, or suitability of the Alpha Service for your purposes.

2.2 Alpha Period

The Alpha testing period shall commence on the date you first access the Alpha Service and continue until terminated by us in our sole discretion. We reserve the right to modify, suspend, or terminate the Alpha Service at any time without prior notice and without any liability to you. Upon termination of the Alpha testing period, your right to access and use the Alpha Service shall immediately cease unless we have agreed to transition your access to the Commercial Service.

2.3 Alpha Feedback

During the Alpha testing period, you are encouraged to provide feedback, suggestions, and comments regarding the Alpha Service. By providing such feedback, you hereby irrevocably assign to us all right, title, and interest in and to such feedback, including all intellectual property rights therein. We shall have the right to use, modify, and implement such feedback in our sole discretion without any obligation or compensation to you.

3. Commercial Service Terms

3.1 Transition from Alpha

Upon completion of the Alpha testing period, we may, in our sole discretion, offer you the opportunity to transition to the Commercial Service. If you elect to transition to the Commercial Service, these Terms shall continue to apply to your use of the Service, subject to any modifications we may make to reflect the commercial nature of the Service. You will be notified of any such modifications and given the opportunity to accept or decline the transition to the Commercial Service.

3.2 Subscription Tiers and Services

The Service is offered in multiple subscription tiers, each providing different features, capabilities, and levels of support. The specific features, limitations, and restrictions applicable to each subscription tier are detailed in the Service documentation and pricing schedule available on our website. We reserve the right to modify the features and capabilities included in each subscription tier at any time upon reasonable notice to you.

3.3 Fees and Payment Terms

You agree to pay all fees specified for your selected subscription tier according to the payment terms established herein. All fees are stated in United States Dollars unless otherwise specified. Fees are non-refundable except as expressly provided in these Terms.

The following fee structure applies to the Commercial Service:

(a) Subscription Fees: Payable in advance for each Subscription Term, based on your selected subscription tier.

(b) Usage-Based Fees: Additional charges may apply for:

Data storage exceeding your subscription tier's allocated storage limit
API calls beyond your subscription tier's monthly allowance
Additional user seats beyond your subscription tier's included limit
Premium features not included in your subscription tier

All fees are due and payable in advance of each billing period
Subscription fees will automatically renew unless cancelled at least 30 days prior to the end of the current Subscription Term
Usage-based fees will be billed in arrears on a monthly basis
Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
You are responsible for all taxes associated with the Service, except for taxes based on our net income

4. Service Level Agreement

4.1 Service Availability

For Commercial Service subscribers, we commit to maintaining a Service availability level of 99.9%, measured monthly, excluding scheduled maintenance windows ("Service Level Commitment"). Scheduled maintenance will be performed during off-peak hours and with advance notice whenever possible.

In the event we fail to meet the Service Level Commitment, you shall be eligible for service credits according to the following schedule:

Monthly Uptime 99.0% to 99.9%: 5% of monthly subscription fee
Monthly Uptime 98.0% to 98.9%: 10% of monthly subscription fee
Monthly Uptime below 98.0%: 15% of monthly subscription fee

Service credits must be requested within 30 days of the incident and shall be applied to future subscription fees.

4.2 Technical Support

Technical support is provided according to your subscription tier. Support requests must be submitted through our designated support channels. Response times are measured during our standard business hours (9:00 AM to 6:00 PM Hong Kong Time, excluding weekends and Hong Kong public holidays).

5. Data Processing and Storage

5.1 Data Storage and Management

The Company provides data storage and processing capabilities as part of the Service through various third-party cloud service providers and data centers. While the Company exercises reasonable care in selecting and maintaining relationships with these providers, you explicitly acknowledge and agree that the Company shall not be liable for any acts, omissions, or failures of these third-party providers.

The Company makes no warranties or representations regarding the continuous availability, integrity, or security of data stored through the Service. You acknowledge that:

(a) Data transmission over the internet is inherently insecure and may be subject to security breaches, network failures, or other disruptions beyond the Company's control;

(b) It is your sole responsibility to maintain appropriate backup copies of all data uploaded to or processed through the Service;

System failures or malfunctions
Network disruptions or cyber attacks
Actions or omissions of third-party service providers
Software bugs or technical issues
Force majeure events
Your own actions or omissions

5.2 Third-Party Services and Infrastructure

The Service may utilize or depend upon third-party services, infrastructure, APIs, or software components ("Third-Party Services"). You acknowledge and agree that:

(a) The Company makes no warranties regarding the availability, reliability, or functionality of any Third-Party Services;

(b) The Company shall not be liable for any damages, losses, or disruptions caused by Third-Party Services;

(c) Third-Party Services may be subject to their own terms of service and privacy policies, which you may be required to accept;

(d) The Company reserves the right to change, replace, or discontinue any Third-Party Services upon reasonable notice.

5.3 Data Protection Obligations

While the Company implements reasonable security measures to protect data processed through the Service, you acknowledge that no security measures are perfect or impenetrable. The Company expressly disclaims any representation or warranty that the Service will be free from security breaches, unauthorized access, or other security incidents.

You are solely responsible for:

Implementing appropriate security measures within your organization
Managing user access and authentication
Complying with applicable data protection laws and regulations
Obtaining necessary consents for data processing
Responding to data subject requests
Maintaining appropriate security protocols

6. Intellectual Property and Licensing

6.1 Ownership and Rights

The Service, including all software, algorithms, design elements, databases, and documentation, is protected by intellectual property rights owned by or licensed to the Company. Nothing in these Terms transfers any ownership rights in the Service to you.

You retain all rights to Content you upload to or process through the Service, subject to a non-exclusive, worldwide, royalty-free license granted to the Company to store, process, and transmit such Content as necessary to provide the Service.

6.2 License Restrictions

The license to use the Service is subject to the following restrictions. You shall not:

(a) Attempt to reverse engineer, decompile, or disassemble any part of the Service;

(b) Access the Service to build a competing product or service;

(c) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service;

(d) Modify, make derivative works of, disassemble, or reverse engineer any part of the Service;

(e) Access the Service for purposes of monitoring its availability, performance, or functionality for competitive purposes.

7. Liability Limitations and Indemnification

7.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

The Company specifically disclaims all liability for:

(a) Loss, corruption, or unauthorized access to data;

(b) System downtime or service interruptions;

(d) Failures or malfunctions of third-party services or infrastructure;

(e) Security breaches or cyber attacks;

(f) Force majeure events beyond reasonable control.

7.2 Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a) Your use of the Service;

(b) Your Content or data uploaded to the Service;

(d) Your violation of any third-party rights;

(e) Your violation of any applicable laws or regulations.

8. Data Security and Business Continuity

8.1 Security Measures

While the Company implements industry-standard security measures, you acknowledge that:

(a) No data transmission or storage system is 100% secure;

(b) The Company does not guarantee the security of data transmitted to or from the Service;

(d) The Company shall not be liable for security breaches unless directly caused by our gross negligence.

8.2 Business Continuity

The Company maintains business continuity and disaster recovery procedures but makes no guarantees regarding:

(a) The effectiveness of such procedures;

(b) The time required to restore Service after an incident;

(d) The prevention of data loss during an incident.

9. Service Modifications and Termination

9.1 Service Modifications

The Company reserves the right to modify, suspend, or discontinue any part of the Service at any time, including the availability of any Service feature, database, or content. You agree that the Company shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

9.2 Termination Rights

The Company may terminate or suspend your access to the Service immediately upon written notice for any breach of these Terms. Upon termination:

(a) All licenses and rights to use the Service shall immediately terminate;

(b) You must cease all use of the Service;

(d) The Company may delete your Content and data after 30 days.

10. Additional Provisions

10.1 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, cyber attacks, or governmental actions.

10.2 Assignment

You may not assign or transfer these Terms or your rights to use the Service without the Company's prior written consent. The Company may assign these Terms to any successor in interest or acquirer of all or substantially all of its assets.

10.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

10.4 Entire Agreement

These Terms constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings, whether written or oral. No modification of these Terms shall be effective unless published by the Company or executed in writing by both parties.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region ("Hong Kong"), without regard to its conflict of law provisions. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.

Notwithstanding the foregoing, we reserve the right to seek injunctive or other equitable relief in the courts of Hong Kong to prevent the actual or threatened infringement, misappropriation, or violation of our Intellectual Property Rights.

You hereby irrevocably waive any objection to the jurisdiction of the Hong Kong courts and any claim that Hong Kong is an inconvenient forum.

17. Contact Information

For legal notices:

Trove Limited Attn: Legal 510 Wayson Commercial Building, 28 Connaught Road West, Sheung Wan, Hong Kong Email: hello@sl28.com

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These Terms constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings, whether written or oral.