Coreograph Terms of Use


1.1 These Terms apply to your use of the Service (as that term is defined below). By setting up an account, clicking “I agree”, and/or accessing and using the Service:

  1. you agree to these Terms; and
  2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorized to access and use the Service, and you must immediately stop doing so.


2.1 We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.

2.2These Terms were last updated on [September 29, 2022].


In these Terms:

“Affiliates” means in relation to an entity, any other entity controlled by, under common control with or controlling such entity, where "control" means an entity's:

  1. ownership, directly or indirectly, of equity securities entitling it to exercise in the aggregate at least 50% of the voting power of the entity in question; or
  2. possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise.

“Coreograph Software” means the software owned by us (and our licensors) that is used to provide the Service.

“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Coreograph Software. Your Confidential Information includes the Data.

“Data” means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

“Fees” means the applicable subscription fees set out on our pricing page on the Website at or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6 herein.

“Force Majeure” means an event that is beyond the reasonable control of a party, excluding:

  1. an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
  2. a lack of funds for any reason.

includingand similar words do not imply any limit.

“Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

“Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

a party includes that party’s permitted assigns.

“Permitted Users” means your personnel who are authorized to access and use the Service on your behalf in accordance with clause 5.3.

a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

“Personal Information” means information about an identifiable, living person.

“Personnel” includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

“Service” means the products, software, and/or service having the core functionality described on the Website, as the Website is updated from time to time.

“Start Date” means the date that you set up an account and/or first access or use the Service.

“Terms” means these terms titled SAAS TERMS OF USE.

“Underlying Systems” means the Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

“We”, “us” or“our” means Coreograph (“Coreograph (Hong Kong),” or “AIR Technology Group (Thailand) Co., Ltd.”)

“Website” means the internet site at, or such other site notified to you by us.

“Year” means a 12-month period starting on the Start Date or the anniversary of that date.

“You” or “your” means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.


4.1We shall use reasonable efforts to provide the Service:

  1. in accordance with these Terms and applicable local laws;
  2. exercising reasonable care, skill and diligence; and
  3. using suitably skilled, experienced and qualified personnel.

4.2 Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.

4.3 Subject to clause 4.4, we shall use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We shall use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.

4.4 Through the use of web services and APIs, the Service interoperates with a range of third party service features (if any). We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. To avoid doubt, if the availability of a third party feature was disabled by such a third party and not solely by us, you are not entitled to any refund, discount or other compensation.

4.5 Subject to your compliance with all the terms and conditions of these Terms, we grant you a non-exclusive, non-transferable, time-specific (depending on your subscription period) license to use the software, documentation, and other materials at specified site(s) (if any) relating to the Service to run yours and yours Affiliates’ internal business operations, unless terminated in accordance with these Terms. You may not make modifications and/or add-ons to the software or any part of the Service except with our written consent.

4.6 We shall be permitted to audit (at least once annually and in accordance with our standard procedures, which may include on-site and/or remote audit) your usage of our Service. You shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that (i) you underpaid the Fees and/or (ii) that you have used the Service in excess of the license quantities or levels that you subscribed for, you shall pay such underpaid Fees and/or for such excess usage based on the then-current Service price, and shall order the software license quantities or levels used in excess to affect the required licensing of any additional quantities or levels. We reserve all rights at laws and equity with respect to both your underpayment of the Fees and usage in excess of the license quantities or levels.


5.1You and your personnel must:

  1. use the Service in accordance with these Terms solely for:
    1. your own internal business purposes; and
    2. lawful purposes;
  2. not resell or make available the Service to any third party, or otherwise in anyway commercially exploit the Service; and
  3. Not distribute or publish keycode(s) or make any use of or perform any acts with respect to any part of the Service other than as expressly permitted herein.

5.2When accessing the Service, you and your personnel must:

  1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
  2. correctly identify the sender of all electronic transmissions;
  3. not attempt to undermine the security or integrity of the Underlying Systems;
  4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
  5. not attempt to view, access or copy any material or data other than:
    1. that which you are authorised to access; and
    2. to the extent necessary for you to use the Service in accordance with these Terms; and
  6. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3 Without limiting clause 5.2, no individual other than a Permitted User may access or use the Service. You may authorize any member of your personnel to be a Permitted User, in which case you must provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User. You must procure each Permitted User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you.

5.4 A breach of any of these Terms by your personnel including, to avoid doubt, a Permitted User is deemed to be a breach of these Terms by you.

5.5 You are responsible for procuring all licenses, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.

5.6 Your Affiliates’ use of the software, documentation and other materials to run their internal business operations as permitted herein is subject to the following: (i) you ensure that the Affiliate agrees in writing to comply with these Terms; and (ii) a breach of these Terms by your Affiliate shall be considered a breach by you. If you have an affiliate or subsidiary with a separate license, the Service you subscribed to shall not be used to run such affiliates or subsidiary’s business operations even if such separate license has expired or is terminated, unless otherwise agreed to in writing by the parties.


6.1You acknowledge that:

  1. Personal information which we collect or that we otherwise obtain in connection with your use of Service is handled in accordance with our privacy policy notice (available here:“Coreograph Privacy Policy ”). All personal information or Data will be collected, stored and processed in accordance with our Privacy Notice and applicable laws. Please ensure that you read our Privacy Policy to learn about what Data we collect, how we handle it and for what purposes we use it.
  2. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
  3. to the extent that this is necessary but subject to clause 9, we may authorize a member or members of our personnel to access the Data for this purpose.

6.2You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.

6.3You acknowledge and agree that:

  1. we may:
    1. use Non-Personal Data and information about your use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
    2. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights.
  2. our rights under clause 6.3a above will survive termination or expiry of these Terms; and
  3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4 While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.

6.5 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.


7.1 You must pay us the applicable Fees. If applicable Fees are not paid, your right to access and use the Service will be terminated. Your subscription will be suspended.

7.2 We will provide you with valid tax invoices on a monthly or annually basis prior to the due date for payment.

7.3The Fees exclude VAT, which you must pay on taxable supplies.

7.4 We may increase the Fees by giving at least 30 days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.


8.1 Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.

8.4 If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

  1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
  2. we may use or disclose the feedback for any purpose.

8.5 You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service (if any) does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.


9.1 Each party must, unless it has the prior written consent of the other party:

  1. keep confidential at all times the Confidential Information of the other party;
  2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
  3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.

9.2 The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

  1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
  2. required by law (including under the rules of any stock exchange);
  3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
  4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
  5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.


10.1 Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

10.2To the maximum extent permitted by law:

  1. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the total Fees paid by you from the Start Date to the date of the first event giving rise to liability; and
  2. we make no representation concerning the quality of the Service and do not promise that the Service will:
    1. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfill or meet any statutory role or responsibility you may have; or
    2. be secure, free of viruses or other harmful code, uninterrupted or error free.

10.3 Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

  1. supplying the Service again; and/or
  2. paying the costs of having the Service supplied again.


11.1 Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed the total Fees paid by you from the Start Date to the date of the first event giving rise to liability. The cap in this clause 11.1 includes the cap set out in clause 10.2a.

11.2 Neither party is liable to the other under or in connection with these Terms or the Service for any:

  1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
  2. consequential, indirect, incidental or special damage or loss of any kind.

11.3 Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:

  1. personal injury or death;
  2. fraud or wilful misconduct; or
  3. a breach of clause 9.

11.4Clause 11.2 does not apply to limit your liability:

  1. to pay the Fees;
  2. under the indemnity in clause 6.6; or
  3. for those matters stated in clause 11.3a to 11.3c.

11.5 Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

11.6 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.


12.1 Unless terminated under this clause 12, these Terms and your right to access and use the Service:
  1. starts on the Start Date; and
  2. continues until;
    1. the end of your subscribed Service term;
    2. a party gives at least a 30 days prior written notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice; or
    3. immediately if you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors, or a petition for the opening of insolvency proceedings or similar proceedings if filed against the you.

12.2 Subject to clause 7.6, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.

12.3 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

  1. breaches any material provision of these Terms and the breach is not:
    1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
    2. capable of being remedied; or
  2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

12.4 You may terminate these Terms and your right to access and use the Service in accordance with clause 7.6.

12.5 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

12.6 On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.

12.7 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

12.8 Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 12.9, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

12.9 At any time prior to one month after the date of termination, you may request:

  1. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we shall provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
  2. deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.

To avoid doubt, we are not required to comply with clause 12.9a to the extent that you have previously requested deletion of the Data.

12.10 Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

  1. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
  2. used, or attempted to use, the Service:
    1. for improper purposes; or
    2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
  3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
  4. otherwise materially breached these Terms.


13.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

13.2 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

13.3 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

13.4 Subject to clause 6.4, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

13.5 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing

13.6 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of Hong Kong. Each party submits to the non-exclusive jurisdiction of the Courts of Hong Kong in relation to any dispute connected with these Terms or the Service.

13.7 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.6, 8, 9, 11, 12.5 to 12.9 and 13.6, continue in force.

13.8 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

13.9 Subject to clauses 2.1 and 7.6, any variation to these Terms must be in writing and signed by both parties.

13.10 These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.

You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.