Terms & Conditions

These Terms and Conditions ("Terms and Conditions") govern your use of the software-as-a-service ("SaaS") product, also known as “TESSR”, provided by Tessereum Limited ("Company" or “We” or “Our”). By accessing or using the SaaS product and our services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions. If you do not agree with these Terms and Conditions, please refrain from using the SaaS product and our services.

Definitions
1. “Account” means the account that you register and create on our Website (https://app.tessr.us).
2. “Administrator(s)” means the person(s) who is/are appointed by the Owner and has/have the access to all features of a TESSR Workspace, except for the ability to delete the Workspace, transfer ownership, and manage billing, as may be amended from time to time on the Website or https://tessr.notion.site/Access-Roles-59f8036e2d4540bbb826081c87f0fef0 with or without notice.
3. “Entity(ies)” means the projects, processes, episodes and takes created by the Users on the Website.
4. “Limitations” means the limitations of each plans as set out in Schedule A under these Terms and Conditions.
5. “Owner” means the person(s) who has the full access and control over all features of a TESSR Workspace, including the ability to manage the Workspace(s), transfer ownership, and handle billing, as may be amended from time to time on the Website or https://tessr.notion.site/Access-Roles-59f8036e2d4540bbb826081c87f0fef0 with or without notice.
6. “SaaS Product and Services” shall have the meaning given to it in Clause 2.1 of these Terms and Conditions.
7. “Scene(s)” means the scene(s) created by the Users on the Website. In animation also referred to as “single cut”. A scene is the lowest denominator in the hierarchy of entities.
8. “Seat(s)” means the seats of Users available to you in accordance with your Subscription Plan.
9. “Stripe” means the payment gateway used or engaged by us for any payments in relation to these Terms and Conditions.
10. “Subscriber” means the person(s) who subscribes for our SaaS Product and Services.
11. “Subscription Plan” means the plan subscribed by the Subscriber with us.
12. “Users” means any person(s) who has the authority to access and use our SaaS Product and Services including the access and use of the Workspace(s).
13. “Website” means our website (https://app.tessr.us) relating to the SaaS Product and Services.
14. “Workspace” means the site(s) set up, created and managed by the Owner on the Website.
Services
1. The Company is providing a project management, people management, task tracking, media review and related software and platform through the Website to you in accordance with these Terms and Conditions (the “SaaS Product and Services“).
Billings and Payments
1. You agree to pay for the use of the SaaS Product and Services provided by the Company in accordance with (i) the applicable pricing set out on https://www.tessr.us/pricing or the Billing page of our website; and (ii) the billing terms set out below.
2. All and any charges and fees paid for the SaaS Product and Services rendered by the Company are non-refundable in nature. The Company does not provide any refunds for whatsoever reasons, including but not limited to any early termination, cancellation, or downgrade of the Subscription Plan.
3. Any request for termination or downgrade of the Subscription Plan from you shall only take effect at the end of the current billing cycle. In the event of any of the aforesaid events, no refunds or prorated credits will be provided to you for any unused days within the current billing cycle. For the avoidance of doubt, downgrading of Subscription Plan may cause the loss of features or capacity of your Account. The Company shall not accept any liability for such losses or damages.
4. If you upgrade your Subscription Plan in the middle of the current billing cycle, charges will be prorated and charged against you based on the number of remaining days in the current cycle.
5. Our SaaS Product and Services operate on an auto-renewal basis. At the end of each billing cycle, your Subscription Plan will be automatically renewed and you will be charged for the upcoming cycle unless otherwise terminated in accordance with the Terms and Conditions set out herein.
6. Frequent rotation of Seats within the Workspace may result in the Workspace being temporarily suspended. We recommend maintaining a stable Seats allocation to avoid any disruptions.
7. You cannot downgrade your Subscription Plan from a PAID plan to a FREE plan. To request such downgrade, you must reach out to our support team for assistance. The Company shall have the sole discretion to decide on any such request and it may deny any such downgrade request.
8. You agree that new charges or fees will be charged at the next billing cycle for any upgrade or downgrade in the Subscription Plan.
9. Making changes to Seat numbers and User status on the same day or the day before the billing cycle renewal is not recommended as such changes may not be reflected accurately until the next billing cycle.
10. There may be minor differences between the charges and fees visible on the billing page at our Website and the invoice issued by Stripe due to round off. Notwithstanding this, the payment will be charged based on Stripe's invoice and not the information visible on our Website.
11. The amounts of charges and fees displayed in the system for cycle changes and cycle renewal are based on your current licence and the number of current valid, activated Users and Users pending the acceptance of invitation in the Workspace and are subject to change. Please note that the displayed amounts may not reflect the final charge.
12. The billings will be issued monthly or annually by us depending on your Subscription Plan.
13. You may use and allocate at any time at your discretion any number of Seats purchased by you in your Subscription plan during the applicable term of the subscription. However, any unused Seats at the end of such term shall then become forfeited and not refundable, redeemable nor creditable in whatsoever manners for the next billing cycle.
14. In the event that more Seats are required by you beyond the Subscription Plan, you may reach out to our support team for assistance, subject to any applicable additional charges.
15. Any payments under these Terms and Conditions shall be billed automatically via Stripe.
16. Any payments under these Terms and Conditions are exclusive of all current and future tax which includes but not limited to any indirect taxes, value add tax, sales and/or services tax (collectively referred to as “Transaction Taxes”), duties, dues, stamping fees and/or governmental or similar charges (collectively referred to as “Charges”) imposed by the relevant authority(ies) which may be incurred or imposed on in respect of the use of our SaaS Product and Services. Such Transaction Taxes and Charges shall be borne solely by you.
Management and Storage of Files
1. The Owner and/or Administrator of the Workspace(s) may view the storage usage metrics, including the total amount of storage used up by the Workspace(s) or may request such data from the support team.
2. The Owner and/or Administrator of the Workspace(s) may manage and clear the storage of the Workspace(s) by modifying or deleting any files or data from the Workspace(s) which he or she deems necessary. The Company shall not be liable for any losses or damages incurred by you, whether direct or indirect, arising out of or in connection with such modification or deletion of any files or data.
3. Where any User is deleted from the Workspace(s), any files uploaded by such User will not be automatically deleted so long as the files are attached to Scenes and Renditions (thumbnails, review files, media) and Entities (thumbnails).
4. Notwithstanding Clause 4.3 above, files will be deleted in any of the following events:
  1. When Renditions are deleted;
  2. When Scenes are deleted;
  3. When the parent entity of a Scene (Project, Process, Episode, Take) is deleted;
  4. When manually deleted by the Administrator/ Owner without deleting Scenes.
Plan Limitations
1. Different Subscription Plans come with specific Limitations in respect of usage and seats as more particularly set out in our webpage at (https://www.tessr.us/pricing) as may be amended from time to time.
2. Usage
  1. The usage details will be available for viewing and will be updated at least once a day. Please note that the usage information is not live but reflects the most recent updates.
  2. Where the usage exceeds the limitations as prescribed in your Subscription Plan, certain functionalities may be restricted or limited.
  3. If you find that your usage consistently exceeds the limitations, you may opt to upgrade your Subscription Plan or purchase additional features to accommodate your needs. These options will be provided at our discretion and subject to availability.
3. Workspace
  1. Regardless of your Subscription Plan, each User will be entitled to ONE (1) Workspace for free.
  2. Notwithstanding the above, in the event that we discover or identify that a same User creates multiple Workspaces for free with different email addresses, we reserve full rights to delete or terminate any additional Workspaces, ensuring that only ONE (1) free Workspace remains for each User during the term of the Subscription Plan. Please refer to Clause 12 for elaboration on deletion of Workspace.
Media Files
1. You are solely responsible for the content you upload or provide on our SaaS Product and Services, including any media files. By uploading or providing the content, you warrant that you have the necessary rights and permissions to use, distribute and store such content. We do not claim any ownership on your content.
2. Where any User deletes any files, such deleted files cannot be restored. You shall exercise caution when deleting any files, as they cannot be recovered once permanently removed from our system. We recommend that you regularly back up important files to prevent any accidental loss.
3. Rendition files or review files that you upload or provide will not be backed up by our system. It is your sole responsibility to maintain appropriate backups of these files, as we do not guarantee their availability or retention within our services.
4. We reserve the right to establish policies regarding the retention of media files within our services. While we strive to provide reliable storage, we cannot guarantee indefinite storage or retention of your files. It is your sole responsibility to ensure appropriate backup and archiving of important content.
5. You agree to comply with all applicable laws and regulations regarding the contents that you upload or provide. You shall be solely responsible for any legal consequences resulting from the use, distribution or storage of your contents in the Account and Workspace(s).
6. We shall not be responsible to supervise whether any of your content is lawfully uploaded or distributed through the Website. If any of your content violates these Terms and Conditions or infringes upon the rights of others or any applicable laws, we reserve the rights to remove or disable access to such content without prior notice to you.
Conversation
1. Please be aware that any comments made during any conversations in the Account or Workspace(s) are not encrypted. While we may take reasonable measures to protect the privacy and security of your information, we cannot guarantee the confidentiality of the comments exchanged. You are advised to avoid sharing sensitive or confidential information through any conversations.
2. Where any User deletes any files, any comments made during any conversations on or at such deleted files cannot be restored as they will be permanently deleted. We have no responsibility nor liability for any losses and/or damages resulting from your loss or inability to recover any deleted data pursuant to this Clause.
  
  For instances and illustrations:-
  1. If any User deletes a rendition, any comments made on or at that rendition will be permanently deleted;
  2. If any User deletes a Scene, all and any renditions of such Scene will be deleted and accordingly any comments made therein will also be permanently deleted; and
  3. If any User deletes the parent Entity, all and any Scenes, renditions and comments made therein will be permanently deleted.
3. We may collect and process audio, text, and other data generated during the conversations for the purpose of improving our services. This data may be used for research, development and analytical purposes. However, we will handle such data in accordance with our privacy policy and applicable data protection laws.
Metrics
1. We may collect and process metrics data related to projects and people using our SaaS Product and Services. These data may include but not limited to project progress, milestones, task completion, time tracking, and individual performance metrics. The objective of collecting these data is to provide insights and analytics for better project management, people management and tracking purposes.
2. We are committed to protecting the privacy and security of the collected metrics data. We will handle the data in accordance with our privacy policy and applicable data protection laws.
Intellectual Property
1. You retain all intellectual property rights including but not limited to copyrights, trademarks, ideas, concepts and any other intellectual property rights related to the contents and/or materials that you upload or provide in using our SaaS Product and Services.
2. We shall not reproduce, modify, distribute or create any derivative works based on your contents and/or materials without your prior written consent.
3. All intellectual property rights including but not limited to any (i) copyright, trademarks, design, patents; (ii) names, images and logos identifying TESSR in and on the SaaS Product and Services and all content (including but not limited to all applications and software) located and/or found on the SaaS Product and Services (whether registered or unregistered) shall remain (i) exclusively vested in; and (ii) all intellectual property rights are reserved by, us and/or our licensors, if any.
  
  Nothing contained in these Terms and Conditions shall (i) be construed as conferring any licence or right to you to use any of our intellectual property; and (ii) serve to transfer any of our intellectual property rights to you.
Limitation of Liability
1. In no event shall we be liable to you for any special, incidental, indirect or consequential damages, damages from loss of use, data, profits or business opportunities, or failure to achieve cost savings, in contract, tort or otherwise, even if you have been advised in advance of the possibility of such loss, cost of damages, arising out of or in connection with these Terms and Conditions.
Term and Termination
1. Your Subscription Plan will be renewed automatically upon the expiry of the term of the subscription unless otherwise terminated by you prior to such expiry.
2. Subject to Clause 3.3 above, you may terminate at any time your Subscription Plan by giving notice in accordance with manners prescribed by us. Such termination shall only take effect at the end of the current billing cycle .
3. We reserve full rights and prerogative to terminate your Subscription Plan and/or delete the relevant Workspace or Account in the event that any of the following occurs:-
  1. Your failure to comply with any of these Terms and Conditions;
  2. Your failure to pay the charges and fees under these Terms and Conditions even after two reminders by us;
  3. Use of the SaaS Product and Services in illegal manners or for unauthorised purposes;
  4. Your fraud or wilful misconduct in using our SaaS Product and Services; and/or
4. It is your responsibility to retrieve and back up any data or information stored within the Workspace before the scheduled termination date. Once the termination is complete, you will lose access to all and any data on the Workspace.
5. Upon termination, no charges and fees paid by you shall be refundable.
Workspace Deletion
1. You have the option to request the deletion of your Workspace. Once deleted whether through your request or otherwise, the Workspace and all its associated data will be permanently removed from our system. This action cannot be undone.
2. Upon Workspace deletion, you will no longer have access to the data stored within the Workspace. It is your responsibility to ensure that you have made appropriate backups of any important data before deleting the Workspace.
3. Any data from the deleted Workspace cannot be exported or retrieved. We strongly recommend exporting of any data you wish to retain before deleting the Workspace.
4. Any deletion is irreversible, and all data within the Workspace will be permanently removed from our system.
5. We shall not be responsible for any losses or damages incurred by you, whether direct or indirect, arising out of or in connection with such deletion of any Workspace (whether through your request or otherwise) or any failure to retrieve or recover the deleted data by you.
User Banned For Misbehaviour/ Suspicious Activity
1. We reserve the right to ban or block an User from accessing the Account or any Workspace(s) in the event that the User engages in misbehaviour or suspicious activity. This action may include but not limited to any violation to our Terms and Conditions, engaging in fraudulent or illegal activities or compromising the security and integrity of the Account or any Workspace(s).
2. We shall not be liable for any compensation in respect of any loss or damages incurred due to the ban or access restriction against the User. This includes but not limited to any financial, reputational or other losses experienced as a result of the User's inability to access the Account or any Workspace(s).
3. Upon any ban or access restriction, the User shall not request us to export or submit any data from the Account or any Workspace(s). This includes any content, files, or information created or stored within the Account or any Workspace(s). It is the User's responsibility to ensure that they have a backup of their data before any ban or access restriction occurs.
Variation/ Revision of Services & Price
1. We reserve the right to temporarily or permanently discontinue or vary any part of our services at any time at our sole discretion with or without notice to you.
2. We reserve the right to make revisions on our prices for each Subscription Plan type at any time at our sole discretion. Any revision notice may be provided to you by email or post or announcement through the Website or at (https://www.tessr.us/pricing).
No Tampering or Exploitation of Our Services
1. All Users are strictly prohibited from engaging in any unauthorised activities including but not limited to, tampering of our SaaS Product and Services, hacking or attempting to gain unauthorised access for modification, repair, adjustment or otherwise of our software, data, Workspaces, source code and/or any other data or information within the Website for whatsoever purposes.
2. All Users shall not reproduce, duplicate, copy, sell, resell or exploit any part(s) of our SaaS Product and Services in any form or manner whatsoever, including the use or access of it without any prior written consent from us.
Support Hours
1. Our support team will be available during Monday to Friday, 9:00 am to 6:00 pm Hong Kong time.
2. Whilst we strive to respond to your inquiries as promptly as possible, we do not guarantee any specific response time.
Governing Law and Jurisdiction
1. These Terms and Conditions shall be construed in accordance with the laws of Hong Kong.
2. Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, or the breach, termination or invalidity thereof, shall be within the exclusive jurisdiction of Hong Kong Courts.

These Terms and Conditions are subject to change anytime without prior notice. It is your responsibility to review them periodically for any updates. If you have any questions or concerns, please contact our support team.