By registering and logging in, you ("the Client") have agreed to enter into this TERMS OF SERVICE (the “Agreement”) for the provision of legalizit.co (the “Platform”) by Legalizit Pte Ltd, and usage of the Platform by you, on the standard Terms and Conditions set out in this Agreement.
BY SELECTING THE "I ACCEPT" BUTTON, YOU ARE ACKNOWLEDGING THAT YOU HAVE CAREFULLY REVIEWED THE FOREGOING AGREEMENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS AND ACCEPT THE LEGALLY BINDING TERMS, CONDITIONS AND OBLIGATIONS OF THIS TERMS OF SERVICE AND AGREE TO COMPLY WITH THE SAME. YOU ACKNOWLEDGE THAT THIS AGREEMENT WILL ONLY BE EFFECTIVE UPON OUR ACCEPT
TERMS OF SERVICE
This Service Terms and Conditions ("this Agreement") and the below terms and conditions set out the rights and obligations between you ("Client ") and Legalizit Pte Ltd (201536641D) ("Company").
- DEFINITIONS AND INTERPRETATIONS
- Definitions - In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set out against them: -
“Agreement” means this agreement its Schedules, Annexures and all documents, statutes, enactments or statutory provisions referenced in it;
“Authorisations” means all relevant approvals, consents, licenses, permits, leases and/or waivers required under Law and/or by any Competent Authority in relation, as it may be applicable to each of the Parties and/or the subject of this Agreement
“Authorised Signatory” is an officer or representative vested (explicitly, implicitly, or through conduct) with the powers, either through their authority or through a resolution, to commit the authorizing organization/Company to a binding agreement, also known as a signing officer
“Client” means an individual or corporate which is registered as a member on the Platform;
“Confidential Information” means any information, data or materials (whether or not and howsoever recorded) of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form, or in any other form (“Confidential Materials”), relating to the Parties or its Related Company, their past, present or future products or services, including but not limited to: any Confidential Materials which a Party or its Related Companies treats or marks as confidential or in respect of which it owes an obligation of confidentiality to any third person; any trade secrets; secret formulae, processes; techniques; Intellectual Property; documentation, files, graphics, surveys, plans, drawings, presentations, reports, charts, lists, and tables; conversations or expressions; samples, models or prototypes, or parts thereof (when appropriate); information or data of a business, Company, Clients, including but not limited to corporate, financial, technical, scientific, legal, operational, proprietary, developmental, marketing, sales, price, operating, performance, cost, know-how, and/or process information; information about the directors, officers, employees, key personnel, agents and representatives; computer programming techniques, and all record bearing media containing or disclosing such information and techniques; any or all of which is disclosed whether in writing, orally or by any other means by one Party ("Discloser") or by a third person acting on behalf of the Discloser, to the other Party ("Recipient") whether before or after the date of this Agreement;
“Competent Authority” means any governmental, quasi-governmental, judicial, administrative or regulatory entity, agency, authority, or body having jurisdiction over this Agreement, either of the Parties or any activity of either of the Parties;
“Delivery Date” means the date as specified against an agreement on the What Do I Get page of the Platform;
“Disclaimer” means the Disclaimers available on the Platform as from time to time amended, varied and supplemented;
“Force Majeure” means any act, event or cause (other than lack of funds) which is beyond the reasonable control of the Parties including but not limited to acts of God, peril of the sea, accident of navigation, war, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees related to the Parties), epidemic, quarantine, radiation or radioactive contamination, action or inaction of any Competent Authority (including nationalisation, expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order), breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material;
“Intellectual Property” means all rights including in the nature of copyrights and neighbouring rights, industrial rights, design rights, patents, marks, trade dress, service marks, data base rights, applications for any of the above, moral rights, know-how, domain names, website designs or any other intellectual or industrial property rights, whether or not defined and/or mentioned in this Agreement, and rights of a similar nature arising or subsisting in any part of the world, whether or not registered or capable of registration and applications for registration for any of the foregoing and the right to apply for them;
“Party(ies)” means a party to this Agreement where Parties means all parties to this Agreement and does not include a third party;
“Platform” means the website www.legalizit.co and all applications of the website accessed through any electronic device;
“Related Company”: means in this Agreement:
in relation to any Company, a “Holding Company” (as defined in Interpretations) or a “Subsidiary” (as defined in Interpretations) of such Company;
a Company whose equity share capital (as defined by applicable Law) is, as to twenty per cent (20%) or more but less than fifty per cent (50%), beneficially owned by a “Holding Company” (as defined in Interpretations) or a “Subsidiary” (as defined in Interpretations) in relation to any Company;
“Services” is as defined under clause 3, 4 and 5 of this Agreement;
“$”, “USD” or “US$” mean United States of American Dollars, being the lawful currency of the United States of America.
“Terms of Service” means the Terms of Service available on the Platform as from time to time amended, varied and supplemented;
"Working Day" means any day which is not Saturday, Sunday or a Public Holiday in Singapore;
- Interpretations- In this Agreement, unless the context requires otherwise or specifically defined, any reference to the following shall be interpreted as follows:
a Company is a subsidiary of another Company (its holding Company), if that other Company holds a majority of voting rights in it; is a shareholder of it and/or has the right to appoint a majority of its board of directors; is a shareholder of it and/or controls alone, pursuant to an agreement with other shareholders, a majority of the voting rights in it; or if it is a subsidiary of a Company that is itself a subsidiary of that other Company;
any reference in this Agreement to "Clauses" is to the clauses of this Agreement.
any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, official or any legal concept or thing and/or Competent Authority shall in respect of any jurisdiction other than the jurisdiction for this Agreement being the Singapore, be deemed to include what most nearly approximates in that jurisdiction to the legal term in the jurisdiction for this Agreement being Singapore;
another grammatical form of a defined word or expression has a corresponding meaning;
a statute, enactment, or statutory provision includes a reference to the statute, enactment, or statutory provision as modified or re-enacted or both from time to time, and to any subordinate legislation made under it;
clauses, Schedules and/or Parties are to clauses of and Schedules and/or Parties to this Agreement, respectively;
the Schedules form part of this Agreement. References to this Agreement include the Schedules and references to this Agreement or any other document are to that document as from time to time amended, restated, novated or replaced;
a document is a reference to the document as from time to time supplemented or varied; a document expressed to be in the agreed form means a document in a form which has been agreed by the Parties on or before the execution of this Agreement and signed or initialled by them or on their behalf, for the purposes of identification;
the singular includes the plural and vice versa and the masculine includes the feminine and the neuter genders and vice versa;
a person includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, governmental or state agencies, foundations and trusts (in each case, whether or not having separate legal personality);
a reference to currency or dollar shall mean the legal tender currency of either the place of business or as specifically mentioned in this Agreement;
if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day;
writing includes fax transmission and electronic mail, but excludes, SMS text messages and other similar means of communication;
the contents page and headings used in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement;
in this Agreement, any phrase introduced by the words include, including, includes and such as are to be construed as illustrative and shall not limit the sense of the words preceding those words;
a rule of construction does not apply to the disadvantage of a Party because the Party was responsible for the preparation of this Agreement or any part of it; and
this Agreement is drafted in the English language. If this Agreement is translated into any language other than English, the English language version will remain the sole authentic text and shall prevail in case of conflict.
- CHANGES OF TERMS
The Company may alter the Terms of this Agreement or any other documents on the Platform at any time and therefore the obligation to review the Terms in this Agreement shall fall on the Parties. If a material change is made, the Company may notify the Parties, by email, by means of a notice on the Platform, or other places the Company thinks appropriate. A "material change" will be determined at the Company’s sole discretion, in good faith, and using common sense and reasonable judgment.
- REGISTRATION TO THE PLATFORM
- To become a registered member of the Platform, the Client shall complete the Sign Up form available on the Platform. The Client shall provide the Company with the information and documents as requested by the Company. The Company shall at its sole discretion either accept or decline the application of the Client.
- Upon successful registration on the Platform, the Client shall become a registered member of the Platform and shall have a secured account on the Platform (herein known as ‘Client Account’) and the Client shall be entitled to enjoy the benefits as provided by the Company.
- Registration with the Platform includes the provision by the Client of a valid email address and a password (or such other security measures as the Platform may from time to time implement), which are necessary for the Client to gain access to restricted areas of the Platform. Each time the Client accesses the Platform, the Client shall enter its email address and password (or such other security measure as the Platform may from time to time implement).
- The email address and password belong exclusively to the Client and are not transferable. The Client shall keep its email address and password confidential and secure at all times. The Client shall be responsible for all information and activity on the Platform by anyone using its username and password. In particular, the Client shall be responsible for the use of its account by its employee, sub-contractor, agent or other authorized persons. The Company reserves the right to terminate, suspend or restrict the access of the Client to the Platform and to cease acting on the Client’s instructions, if there is the reasonable suspicion that the person logged into the Client’s account is not the Client or an authorized person of the Client or where the Company suspects that the account will be used for illegal, fraudulent or unauthorized uses. Any breach of security, loss, theft or unauthorized use of the Client’s email address, password or security information must be notified to the Company immediately.
- SCOPE OF SERVICES ON THE PLATFORM
- The Company is in the business of providing a legal service which is currently legal documentation. The Clients are provided legal documents customised to specific needs of the Clients. Each legal document purchased by the Client is stored securely on the Client’s Account and will be accessible to the Clients at all times, subject to clause 8.2.
- Once the Client has registered to the Platform, the Client will have access to different legal documents, made available on the Client Account.
- The Client shall take note of the Delivery Date within which a legal document will be made available to the Client. The Company will not exceed the Delivery Date unless the information provided by the Client is not provided within the timeline, is delayed, insufficient, erroneous, invalid, ineligible, not clear, Client fails to respond to the Company’s request for information, which results in the delay of the process. The Company shall not be liable for such delay and the Client will indemnify the Company from any liabilities arising whatsoever.
- Delivery Date will be a Working Day and if a Delivery Day falls on a Saturday Sunday or Singapore Public Holiday, the Delivery Date will mean the next Working Day.
- Delivery Date differs to each category of legal document and therefore the Client shall be responsible to take note of the same.
- Once you have uploaded the form the snapshot of the final agreement will be made available on your transaction page within the delivery time.
- Once the snapshot of a legal document is uploaded to the Clients transaction page, the final legal document will be uploaded depending upon the successful payment by the Client. Any delay caused because of delay in payment shall not be considered as delay by the Company. The Company shall within 24Hrs from receiving successful payment, upload the final document to the Clients transaction page.
- The final document can be downloaded and printed for use. The purchased documents will remain in the Client Account until the Client closes the account or if the Company closes the Client’s Account for reasons as stated in clause 8.2.
- First Revision - Client can request for a first revision. The first revision for any and all documents are free of cost until changed otherwise by the Company. The provision for the first revisions is for a limited time period and within the time period the Client must fill up form 2 made available in the initial form downloaded from the Platform. The form 2 should be uploaded on the Platform. If the document is not uploaded within the time period mentioned on the transaction page, the Client will not be eligible for a free first revision. No further changes will be allowed once the form 2 is uploaded on the Platform. The purchased documents will remain in the Client Account until the Client closes the account or if the Company closes the Client’s Account for reasons as stated in clause 8.2.
- Second Revision - Client can request for a second revision. The second revision is provided for a limited time period. To avail the second revision, the Client must fill up form 3 made available in the initial form downloaded from the Platform. The form 3 should be uploaded on the Platform and make payment for the second revision. If the form is not uploaded within the time period mentioned on the transaction page or the payment is not received by the Company, the second revision service shall cease and the Client will not be eligible for the second revision. No further changes will be allowed once the form 3 is uploaded on the Platform. The purchased documents will remain in the Client Account until the Client closes the account or if the Company closes the Client’s Account for reasons as stated in clause 8.2.
- TERMS AND CONDITIONS
- The Clients acknowledges and warrants that they will independently seek legal counsel or legal advice from legal practitioner with regards to with respect to the rights, obligations, terms, conditions and consequences acquired by this Agreement or any of the information or how it applies to your specific circumstances. By accepting this Agreement the Client has hereby understood the terms of this Agreement. Both the documents and the information provided are general and may not cover every situation that might arise. You should therefore use a legal practitioner for any specific problem that you might have or if you are unsure or do not understand any of the documents or information on the Platform.
- The Client understands and accepts that the Company by providing the Services on the Platform is not providing legal advice, opinions or recommendations, reviewing your existing agreements or providing legal answers, drawing legal conclusions about the Client’s legal rights, remedies, defences, options or strategies or apply the law to the facts of your particular situation. The Company is not a law firm or barristers chambers and may not perform services performed by a solicitor or barrister. Whilst the documents and information has been prepared by experienced legal practitioners the Company is not a legal practitioner and is not an incorporated legal practice.
- The Company does not guarantee that all of the information on the Platform is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. No general information or legal tool like the kind the Company provides can fit every circumstance.
- The Company may provide on its Platform links to other websites and information on those websites for the Client’s convenience which does not necessarily imply sponsorship, endorsement, or approval or arrangement between the Company and the owners of those websites. The Company takes no responsibility for any of the content found on the linked websites. The Company accepts no responsibility whatsoever for information or advice provided to the Client directly by third parties.
- Except as provided in this Agreement, nothing in this Agreement shall create a partnership, solicitor-Client relationship, or establish a relationship of principal and agent or any other fiduciary relationship between or among any of the Parties. Communication between the Company and the Client, and documents prepared or stored on the Platform may not be protected by legal privilege. The Client acknowledges and agrees that the Client will representing themselves in any legal matter they undertake through the Company’s legal document service.
- If any Client Account is not active or has failed to generate an Transaction during any rolling, Twelve consecutive calendar month period, that account shall be declared as dormant and the Company shall be entitled to close down such an Account, at its sole discretion.
- The Company shall to its best abilities provide its Services continuously and uninterrupted however does not guarantee the Client of the same. We will not be liable to you if for any reason our Services are unavailable at any time or for any period.
- The Client may at any given day (per 24 hour period) request for not more than 5 Agreements to be processed or downloaded. The Company reserves its right to suspend or terminate your account if the Platform is not used as per requirements stated.
- The Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any of the Services, to suspend or terminate any Client, and to reclaim usernames without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of the Company, its users and the public.
- The Company shall at all times try and keep the Platform free from all malware, bugs, viruses, however if the Platform gets affected of any malware, bug or viruses, the Company takes no responsibility or liabilities of the Client’s systems, computers, computer programmes. The Client shall at all time use a virus protection software and will be responsible for configuring their information technology, computer programmes and platform in order to access the Company’s Platform.
- OBLIGATIONS OF THE CLIENT
- The Client will not reproduce or store all or any part of the Company’s Intellectual Property in any form with the Client or on any website or other electronic retrieval system.
- The Client acknowledges that the Intellectual Property Rights (as defined in the Definitions of this agreement) are and shall remain the sole and exclusive property of the Company. Any goodwill associated with any such rights shall inure exclusively for the benefit of the Company.
- The Client shall be responsible for all usage and activity on the Client’s account and for loss, theft or unauthorized disclosure of the Client password. The Client shall provide the Company with prompt written notification of any known or suspected unauthorized use of the Client Account or breach of the security of the Client Account.
- When accessing the Platform, or using the Services, the Client agrees not to upload, download, display, perform, transmit or otherwise distribute any content that: (a) is libelous, defamatory, obscene, pornographic, abusive or threatening; or (b) advocates or encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable laws or regulations. The Company will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Service or of any applicable laws.
- The Client will not do any of the following while accessing or using the Services: access, tamper with the Company’s computer systems, or the technical delivery systems of the Company’s providers; probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, trojan, worm, logic bomb or other material which is malicious or technologically harmful, overloading, flooding, spamming, mailbombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services. The Company will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing Client identity to them. In the event of such a breach, the Client’s right to use our Services will cease immediately
- The Client agrees that each of these separate restrictions is a fair and reasonable restraint of trade no further than reasonably necessary to protect the Company.
- COST AND TAX
- The Client acknowledges and agree that they have sought and obtained advice on their tax liabilities from a competent tax advisor with respect to this Agreement.
- Each Party shall bear and pay their own costs and taxes in relation to this Agreement and as applicable in their native country and/or country of residence. Each Party shall pay any Tax for which is liable and will indemnify the Company anywhere in the world in relation to any liability in respect thereof.
- Termination by Client – To delete or deactivate an Account, a Client may inform the Company by sending a Delete my Account request through the Contact Us form on the Where You Find Us page on the Platform. The Company will proceed to delete the Client Account. Once the Client Account is deleted all the data stored under the Account will be deleted and will not be archived or open for reactivation.
- Termination by Company- The Company reserves the right to restrict, temporarily or permanently suspend or terminate this Agreement and/or the Client’s Account or services with the Company, if at any time:-
- any representation or warranty made by the Client under this Agreement or through the Platform is incomplete, untrue, incorrect or misleading in any material respect;
- the Client deliberately or otherwise tarnish, defame, slander, insult offend the Company, its Platform;
- provides false information to the Company and/or misrepresents the Company and its Platform;
- the Client has breached the terms of this Agreement or is reasonably suspected by Company of having breached the terms of this Agreement;
- the Client is charged in any court of law with any criminal offence or is reasonably suspected by Company of having committed any criminal offence;
- the Client uses the Platform in a manner that may cause Company to have legal liability or disrupt others’ use of the Platform.
- REPRESENTATION AND WARRANTIES
The Client hereby represents and warrants as follows:-
- the Client if a Company is duly incorporated and validly existing or a limited liability partnership duly set up and validly existing under the laws of Singapore with full power and authority to own its properties and to conduct its business as currently conducted or the Client is a person above 18 years of age;
- any and all information provided by the Client to the Company, represent the true state and knowledge of the Client, and is true, accurate, complete and valid to the best of the Client’s knowledge;
- the Client has the power and authority to enter into and perform its obligations under this Agreement and that this Agreement, constitutes valid and legally binding obligations enforceable against the Client in accordance with the terms herein;
- all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents), in order (i) to enable the Client lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement and (ii) to ensure that those obligations are valid, legally binding and enforceable, have been taken, fulfilled and done;
- the Client’s performance of its obligations under, this Agreement do not:
- infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which it or its assets are bound; and
- result in a breach of any law, rule, regulation, ordinance, order, judgement or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which it is a party or by which it or its assets are bound, whether in Singapore or elsewhere; and
- no litigation, arbitration or administrative proceedings are taking place, pending or, to the Client’s knowledge, threatened against it, any of its directors or any of its assets, which, if adversely determined, might reasonably be expected to have a material adverse effect on its business, assets or conditions, or its ability to perform its obligations under this Agreement.
- INTELLECTUAL PROPERTY
- The Client acknowledges and agrees that the Company owns (or has the rights to) all rights, title and interest in its Intellectual Property, and shall continue to be vested in, and owned the Company or relevant Related Company or person (individually or collectively “IP Holder”). Nothing in this Agreement, nor the use of any Intellectual Property, shall be construed to confer in Client any rights as conferring by implication, estoppel, or otherwise any licence or right to use any trademark, patent, design right or copyright of the IP Holder, without the prior written consent of the IP Holder. Any of the Intellectual Property relating to the IP Holder will not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission of the IP Holder. If Client does acquire any rights, those rights will be held on trust for the IP Holder and Client shall immediately, without necessity of demand or charge, at the simple written request of the IP Holder, promptly execute any and all documents and do all things necessary to assign such rights to the IP Holder. A Party may terminate this Agreement with immediate effect if another Party shall now or in the future contest the validity and/or ownership of the Intellectual Property of the IP Holder.
- The IP Holders own and retain all right, title and interest in and to (a) the Platform; (b) all hardware, software, and other items used to provide the services; and (c) all materials, including without limitation, the information, databases, data, documents, online graphics, audio and video, in the Platform, which contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by the IP Holders, the Client shall not (a) not to use, modify, decompile or reverse engineer or otherwise attempt to discover the source code of any content available on the Platform without the prior written consent of the IP Holder; (b) not to copy or disclose the other Party’s Intellectual Property to third persons except with the prior written consent of the IP Holder; (c) to comply with any reasonable directions made by the IP Holder from time to time relating to use of its Intellectual Property; (d) to grant the IP Holder access to, and shall provide copies of, any of its Intellectual Property upon request; and (e) to surrender the Intellectual Property to the IP Holder at any time, at the request of the IP Holder and in any event upon expiry or termination of this Agreement.
- By submitting, posting or displaying content on or through the Platform, the Client grants to the Company a worldwide, non-exclusive, royalty-free licence to reproduce, adapt and publish such content on the Platform for the purpose of displaying, distributing and promoting the Platform or any other of the Company’s services and an irrevocable non-exclusive license to use such content submitted, posted or displayed, including any ideas, inventions, concepts, techniques or know-how disclosed herein, for any purpose, including the developing and/or marketing of services. The Company reserves the right to retain an archival record of all such content including those deleted or removed by the Client.
- In the event that Client downloads any forms, documents, software, applications or script from the Platform, at the Client’s own risk, the forms, documents, software applications or script, including any files, imagines incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to the Client by the Company on a non-exclusive, non-transferable, and non-sub licensable basis and shall not redistribute, sell, decompile, reverse-engineer, disassemble or otherwise deal with the Software, for the sole purpose only of utilizing the services in accordance with this Agreement, the privacy and data protection and the Company does not transfer title ownership or any other rights to the Software to the Client.
- This clause shall continue in force after the expiry or termination of this Agreement, whatever the reason for termination.
Without prejudice to the other provisions herein, the Client hereby agrees to indemnify and hold the Company, its subsidiaries, affiliated companies, directors, officers, agents, partners, and employees (collectively the “Indemnified Parties”), harmless at all times against all actions, proceedings, costs, claims, expenses (including all legal costs on a full indemnity basis), demands, liabilities, losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever and howsoever arising, including without limitation claims made by third parties and claims for defamation, infringement of intellectual property rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including but not limited to hacking), property damage, breach of any terms or violation of any laws, or pecuniary losses which the Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to the access to and/or the use of the Platform by the Client, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of this Agreement by the Client, the violation by the Client of any rights of another person or entity or the breach by the Client of any statutory requirement, duty or law.
- LIMITATION OF LIABILITY
- IT IS ACKNOWLEDGED AND AGREED THAT COMPANY, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, CONTRACTORS, SUPPLIERS, SUCCESSORS OR ASSIGNS, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSSES, EXPENSES, LIABILITIES UNDER ANY LEGAL THEORY FOR CAUSES OF ACTION OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF USE OR DATA, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF PROFITS (WHETHER REVENUE OR ANTICIPATED PROFITS), LOSSES TO THIRD PARTIES, INABILITY TO ACCESS OR USE THE SERVICES, FOR ANY CONDUCT OF CONTENT OF ANY THIRD PARTY ON THE WEBSITE, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH BUT NOT LIMITED TO:-
- THE USE OR PERFORMANCE OF THE PLATFORM;
- THE DELAY OR INABILITY TO USE THE PLATFORM;
- THE PROVISION OF OR FAILURE TO PROVIDE THE PLATFORM;
- ANY INFORMATION, DATA, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE PLATFORM;
- ANY RELIANCE, WITHOUT CONFIRMING, ON ANY STATEMENT, OPINION, REPRESENTATION OR INFORMATION ON THE PLATFORM;
- OTHERWISE ARISING OUT OF THE USE OF THIS PLATFORM;
- THE CLIENT HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT EACH AGREEMENT OR LEGAL DOCUMENT PROVIDED BY THE COMPANY TO THE CLIENT ON THE PLATFORM ARE CUSTOMIZED AS PER THE SPECIFIC REQUIREMENTS OF THE CLIENTS. THE COMPANY IS NOT A LAW FIRM AND WILL NOT PROVIDE ANY LEGAL ADVICE ON THE LEGAL DOCUMENTS OR AGREEMENT PROVIDED TO THE CLIENT. THE INFORMATION CONTAINED IN ANY OF THE LEGAL DOCUMENTS OR AGREEMENT ARE NOT AND SHOULD NOT BE CONSTRUED OR RELIED ON AS LEGAL ADVICE. THE CLIENT MUST INDEPENDENTLY CONSULT WITH A FINANCIAL OR LEGAL PROFESSIONAL TO VERIFY DEADLINES AND DETERMINE WHETHER SUCH ACTIONS ARE APPROPRIATE BASED ON PERSONAL OR BUSINESS NEEDS. FURTHERMORE COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS THE CLIENT’S SOLE AND ABSOLUTE RESPONSIBILITY BEFORE TAKING ON ANY BUSINESS OR LEGAL ACTION BASED ON INFORMATION FROM THE PLATFORM, APPLICATIONS OR GENERALLY TROUGH THE SERVICES.
- TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OR PROVIDE ANY KIND OF GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES ON MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, SUITABILITY OF LEGAL DOCUMENTS, FORMS PROVIDED BY THE COMPANY ON THE PLATFORM OR OTHERWISE IS PURPOSEFUL, COMPLETE, ACCURATE, PRECISE, TIMELY, RELIABLE. THE COMPANY MAKES NO WARRANTY THAT THE PLATFORM, APPLICATIONS OR CONTENT WILL MEET ALL OR ANY REQUIREMENTS OR THAT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR APPLICATIONS WILL BE ACCURATE OR RELIABLE OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER CONTENT PURCHASED OR OBTAINED THROUGH THE PLATFORM, APPLICATIONS OR CONTENT WILL MEET ALL OR ANY EXPECTATIONS. THE PLATFORM, APPLICATIONS AND ALL CONTENT, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH USE OF THE PLATFORM OR APPLICATIONS ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS.
- IN THE EVENT THAT COMPANY IS LIABLE FOR DAMAGES, THE CLIENT AGREES THAT COMPANY’S AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OR OTHERWISE) IN RELATION TO THIS AGREEMENT AND THE PLATFORM SHALL NOT EXCEED FIVE HUNDRED UNITED STATES DOLLARS IN TOTAL AMOUNT.
- FORCE MAJEURE
- the Company shall not be in breach of this Agreement, nor liable for any failure or delay in the performance of any other obligations under this Agreement arising from or attributable to acts, events, omissions, accidents beyond its reasonable control (“Force Majeure Event”), including but not limited to any of the following:-
- Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
- war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
- terrorist attack, civil war, civil commotions or riots;
- nuclear, chemical or biological contamination or sonic boom;
- fire, explosion or accidental damage;
- collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
- interruption or failure of utility service, including but not limited to electric power, gas or water;
- any labour disputes, including but not limited to strikes, industrial action or lockouts;
- any interruption to the Platform outside the reasonable control of Company; and/or
- acts of any government or authority.
- In the event that any such delay or non-performance continues for a period in excess of 90 days, the Company shall have the right to terminate this Agreement by giving the Client fourteen (14) days’ notice in writing prior to such termination without affecting any rights accruing prior to such termination.
- In addition to the definition provided in this Agreement for ‘Confidential Information’, it also includes the negotiations relating to, and terms of, this Agreement and the details, process, content and decision of any judicial or arbitration procedure and/or termination circumstances related in any way to this Agreement.
- Each Party shall keep secret and confidential all Confidential Information of the other and shall not (and shall procure that its employees and/or officers shall not) copy, use or disclose any such information to any third party, without the prior consent in writing of the Discloser, other than as may be necessary to comply with its obligations under this Agreement and only then as will of necessity and in such circumstances, provided that the Recipient shall ensure to keep such Confidential Information confidential.
- The obligation of confidentiality shall not apply where the Confidential Information:
- is required to be disclosed by Law, Competent Authority or by the rules of any recognised stock exchange. In this event the Party required to divulge Confidential Information, shall immediately notify the Discloser and shall assist, at the Discloser’s cost and as reasonably possible, in exercising any right or action intended to prevent the divulging of Confidential Information;
- comes within the public domain other than through breach of this clause;
- is disclosed on a confidential basis for the purposes of obtaining professional advice;
- is known to, or in possession of, the Receiver other than through breach of this clause, before the disclosure to it; or
- is disclosed with the respective Party’s prior written approval to the disclosure.
- Where Confidential Information is disclosed to a third party in reliance on any of the exceptions referred to in the above clause, the Discloser shall remain responsible for subsequent disclosure by any Recipient, as if any such disclosure were made by the Discloser and not the Recipient.
- This clause shall continue in force after the expiry or termination of this Agreement, whatever the reason for termination.
- All notices, demands or other communications required or permitted to be given or made under this Agreement by the Company to the Client shall be in writing and may be sent through the internal messaging system of the Platform, delivered personally, sent by prepaid registered post with recorded delivery, by facsimile transmission, by electronic mail, by telephone calls or through the short messaging system (“SMS”), addressed to the Client at its address, its facsimile number, its telephone number or its email address. Any notices or other communication by the Client to the Company shall be regarded as effective and received by the Company only if in writing, sent by prepaid registered mail, to the address of the Company.
- The address, facsimile number, telephone number and email address of the Company for the purposes of this Agreement are specified on the Platform, and the address, facsimile number, telephone number and email address of the Client are specified in its registration data or as time to time notified by the Client to the Company or the Company to the Client.
- Any such notice, demand or communication by the Company to the Client shall be deemed to have been duly served (if sent through the internal messaging system, delivered personally, given or made by facsimile, sent through electronic mail, or by a telephone call or SMS) immediately or (if given or made by letter) two (2) Business Days after posting and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped and posted or that the internal message, facsimile transmission, electronic mail or SMS was properly addressed and despatched. Any such notice, demand or communication by the Client to the Company shall be subject to actual receipt by the Company.
- Any dispute arising out of, or in connection with this Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Rules of Arbitration (the “Rules”) of the Singapore International Arbitration Centre [SIAC] (the “SIAC Rules”) for the time being in force at the time of the issuance of the Notice of Arbitration (as defined in the Rules), which rules are deemed to be incorporated by reference in this clause.
- Notwithstanding the above clause, the Parties agree that they may apply to the Singapore Courts for any interim relief in respect of any dispute arising out of or in connection with this Agreement.
- The Tribunal shall consist of 1 arbitrator to be appointed by mutual agreement of the Parties and in the absence of such agreement by the Chairman of SIAC.
- The language of the arbitration shall be English. The place and seat of the arbitration shall be Singapore.
- The Parties agree that the arbitration award shall be final and binding on the Parties involved in the arbitration proceedings.
- Without prejudice to any provision in the Rules, the Parties undertake to keep confidential all awards in any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by any Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.
- GENERAL PROVISIONS
- Announcements: A public announcement or press release in connection with this Agreement or any transaction contemplated by the Client must be agreed by the Company before it is made, except if required by law or a regulatory body (including a relevant stock exchange), in which case the Client must, to the extent practicable, first consult with and take into account the reasonable requirements of the Company. However the Company may is not required to attain permission from the Client before any public announcement or press release in connection with this Agreement or any transaction.
- Assignment of Rights: Except as provided in this Agreement, neither Party shall assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this Agreement (or purport to do so) without the other Party’s prior written consent which shall not be unreasonably withheld or delayed.
- Effect: This Agreement shall take effect from when the Client selects the I ACCEPT button from which date all other Agreements or arrangements, whether written or oral, express or implied (including any usage or custom and any terms arising through any course of dealing), between the Parties and any related companies, in relation to the subject matter of this Agreement shall be deemed to have been superseded, cancelled, null and void.
- Further action: Each Party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transaction contemplated by it.
- Force Majeure: Neither Party shall be liable for any breach of this Agreement directly or indirectly caused by circumstances beyond its reasonable control and which prevent that Party from performing its obligations to the other, provided that a lack of funds shall not be regarded as a circumstance beyond that Party’s reasonable control.
- Governing law: This Agreement and any non-contractual obligations connected with it will be governed by and construed in accordance with the laws of Singapore.
- Right of Enforcement: No provision of this Agreement shall be enforceable by virtue of applicable Law by any person who is not a Party to this Agreement.
- Severability: Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any provision of this Agreement shall be determined by any court, Law or Competent Authority to be illegal, invalid and/or unenforceable then such provision shall be severed and such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.
- Survival: Herein this Agreement, any indemnity, limitation of liability, obligation of confidence or any other term which by its nature is intended to survive the termination of this Agreement shall survive the termination of this Agreement (howsoever occasioned). Any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.
- Validity: If there is any conflict, ambiguity or discrepancy between the provisions of this Agreement and any document subsequently created derived from this Agreement the provisions of this Agreement shall prevail.
- Waiver: The rights and remedies of each Party to this Agreement are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it. A failure or delay by any Party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.