Last Updated Date: 2 nd August 2022
We reserve the right to amend this Agreement, or to amend or issue new User Guidelines governing your access to and use of the Services (including new features or functionalities in the Services) at any time. We will use commercially reasonable methods to notify you of such revisions, such as by sending an email to you. Your continued access to or use of the Services after such notice had been given shall constitute your acceptance of the amended Agreement, amended User Guidelines or new User Guidelines (as the case may be).
1.1 In this Agreement, the following words and expressions shall have the meanings respectively assigned to them hereunder:
“Account” has the meaning given to it in Clause 5.1.
“Affiliates“, in relation to a party, means any entity which controls, is controlled by, or is under common control with such party (where “control“, including its correlative meanings such as “controlled by“, “controls” and “under common control with“, means, the direct or indirect power to direct or cause the direction of the management and policies of a corporation, whether through the ownership of voting securities, by contract, or otherwise).
“Candidate Data” means an individual searching for employment opportunities and includes their personal details, resume, photo, video, skills and professional interests.
“Errors” has the meaning given to it in Clause 4.2(a).
“Fees” has the meaning given to it in Clause 6.1.
“Feedback” has the meaning given to it in Clause 11.4.
“Force Majeure Event” means any circumstance not within a party’s reasonable control, including, without limitation (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar acts of God; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any Law or any action taken by a Governmental Authority, including without limitation to changes to Law, imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water, telecommunications including the internet.
“Governmental Authority” means any governmental, administrative, statutory, regulatory or self-regulatory, judicial or arbitral authority or body (including any division thereof), anywhere in the world with jurisdiction over the relevant affairs of Saindex or the User.
“Harmful Code” means any computer code, files, scripts and programs, including any malware and/or software, that is intended or known to be harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, keyloggers, trojans, ransomware and any new type of threats.
“Intellectual Property Rights” means patents, trademarks, service marks, copyright, know-how, design rights, database rights, rights in software, rights in designs and inventions, trade secrets, confidential information, trade and business names and brands, internet domain names, any application (whether pending, in process or issued) for any of the foregoing and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed.
“Laws” means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, including the common law as may be applicable from time to time and any applicable industry codes or standards which are of a mandatory and binding nature.
“Maintenance” means any scheduled or urgent suspension or restriction of the Services to allow for Updates, upgrades, repairs, and maintenance of the Services.
“Payment Method” has the meaning given to it in Clause 6.3.
“Payment Service Provider” has the meaning given to it in Clause 6.4(a).
“Personal Data” means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which a party has or is likely to have access.
“Personnel” has the meaning given to it in Clause 10.5.
“Registered User” has the meaning given to it in Clause 5.1.
“Registration Data” has the meaning given to it in Clause 5.3(a).
“Saindex Intellectual Property” has the meaning given to it in Clause 11.1.
“Saindex Proprietary Marking” has the meaning given to it in Clause 1.1(b).
“Services” means the services offered and/or provided by Saindex or its Affiliates via the Website.
“Subscription Term” means the period for which the User has subscribed for any of the Services;
“Technical Data” means system specific data or information and other technical data relating to the Services.
“Term” has the meaning given to it in Clause 12.1.
“Third-Party Materials” has the meaning given to it in Clause 9.1.
“Third Party Software” has the meaning given to it in Clause 8.1.
“Unavailability” has the meaning given to it in Clause 4.2(a).
“Updates” means updates, bug fixes, patches, corrections, modifications, enhancements, new releases, the introduction of new functionalities or features to, or removal or modification of existing functionalities or features from, the software components of the Services.
“User Data” means the data and information created, submitted to, or provided to Saindex by you.
“User Device” has the meaning given to it in Clause 8.1.
“User Failure” means any failure or inability to access or use the Services that is attributable to the User, including without limitation (i) your access or use of, or attempt to access or use the Services in breach of this Agreement (including the User Guidelines), (ii) the User’s non- compliance with the User Obligations and Restrictions as set out in Clause 3 of this Agreement; (iii) the User’s delay in performing, or failure to perform any of its obligations under this Agreement (including making payments) and (iv) connectivity issues with the Users’ internet connection.
“User Guidelines” means any and all any and all additional terms, guidelines, policies and/or rules prescribed or issued by Saindex with respect to the access and use of the Services, whether existing now or issued by Saindex at a future date, which collectively form part of this Agreement between Saindex and the User.
“Website” means the website operated by Saindex and accessible at https://saindex.com/.
2.1 Subject to your compliance with the terms and conditions of this Agreement, during the Term, Saindex grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to access and use the Services, solely for your internal business purposes.
2.2 All Intellectual Property Rights available on and/or through the Services are owned by Saindex or licensed to Saindex by our licensors. You do not acquire any rights, title or interest in or to the Services, other than a right to use the Services in accordance with the limited license granted hereunder and subject to all terms, conditions, and restrictions, under this Agreement. Saindex reserves and shall retain its entire right, title, and interest in and to the Services, including all Intellectual Property Rights therein or relating thereto.
3. USER OBLIGATIONS AND RESTRICTIONS
3.1 You shall access and use the Services in compliance with this Agreement and all applicable Laws.
3.3 You shall not use the Services:
(a) for any unlawful purposes or criminal activity; or
(b) to post, upload, publish, submit, disseminate, promote or transmit or otherwise make available any:
(i) unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise objectionable content or material;
(ii) material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or codes of practice;
(iii) unauthorised material for advertising purposes or otherwise; or
(iv) materials that infringe or violate any other person’s Intellectual Property Rights (including without limitation making, transmitting or storing electronic copies of materials protected by Intellectual Property Rights without the permission of the owner), rights of publicity or privacy, or other personal rights.
3.4 In using the Services, you shall not:
(a) impersonate any person or party or falsely declare, distort or misrepresent your affiliation with any person or party;
(b) attempt to gain unauthorised access to or otherwise interfere with the performance, operation or functionality of any part of the Website or Services, or any computer facilities of and/or accessed through the Website;
(c) make the Services (or any part thereof) available to, or use the Services (or any part thereof) for the benefit of anyone other than yourself;
(d) rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, or lease the Services (or any part thereof) or otherwise make available to any third party for any reason, or include the Services in a service bureau, time-sharing, or outsourcing offering;
(e) interfere with or disrupt the integrity, performance, operation or functionality of the Services, or any information and content contained thereon;
(f) copy, adapt, modify, prepare derivative works based upon, transfer, publicly display, transmit, or otherwise exploit the Services, including any function or feature thereof;
(g) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or similar tools) to “scrape”, collect or download any information and data from the Services;
(h) access the Services in order to build a competitive product or service or otherwise to compete with Saindex;
(i) reverse engineer, disassemble, or otherwise attempt to derive or gain access to the source code or infrastructure of the Services or any part thereof;
(j) attempt to probe, scan, or test the vulnerability of the Services, any Saindex system or network or breach any security or authentication measures, or otherwise attempt to benchmark the Services or Saindex’s performance of any services;
(k) upload, store on, or transmit or make available through the Services any Harmful Code;
(l) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Services, including any copy thereof; or
(m) provide any competitor of Saindex (including any employee or contractor of such competitor) with access to or use of the Services (or any part thereof), including by read- only access, direct access through your identification and password information, or otherwise.
3.5 You acknowledge and agree that Saindex reserves the right, but shall have no obligation, to:
(a) monitor your access to or use of the Services, check, vet and/or control any activity, content or information occurring on or through the Services, to ensure your compliance with this Agreement, or to comply with Saindex’s obligations under applicable Laws or the order or requirement of a court or other Governmental Authority;
(b) investigate and prosecute violations of this Agreement to the fullest extent of the Law, report any suspicious or unlawful activities occurring on or through the Services, and involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement; and
(c) terminate the license granted to you under this Agreement and remove or disable your access to and use of the Services (or any part thereof) at any time and without prior notice for any reason or no reason (including without limitation to circumstances where Saindex, at its sole discretion, consider any of your actions or operations to be in violation of this Agreement or applicable Law, is harmful to the Services or any users of the Services, or to comply with the order or requirement of a court or other Governmental Authority).
4.1 Saindex shall during the Subscription Term and subject to the terms of this Agreement, use commercially reasonable efforts to make the Services available to you.
4.2 Notwithstanding the foregoing, you acknowledge and agree that:
(a) Saindex shall not be held responsible or liable for any errors or disruptions in the Services (“Errors”), or your inability to access or use the Services (or any part thereof) (“Unavailability”) for any reasons, and any losses or damages you may suffer as a result of such Error or Unavailability, including where such Error or Unavailability is due in part or in whole to any of the following:
(i) User Failure;
(iii) Force Majeure Event;
(iv) changes in Laws or orders or requirements of a court or other Governmental Authority;
(v) any suspension or termination of your Account, access and/or use of the Services in accordance with this Agreement; and
(vi) failure of the internet, telecommunication network, power grid failure, or any other reasons not caused by or attributable to Saindex, or beyond Saindex’s control.
4.3 You acknowledge and agree that your access to and/or use of the Services may be occasionally suspended or restricted to allow for Updates. Saindex may at any time, and without giving any reason or notice, Update the Services without any liability towards you. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.
5. USER ACCOUNT
5.1 In order to access the Services, you may be required to become a Registered User and access such features through your Account. For the purposes of the Agreement, a “Registered User” is a User who has registered an account for the use of such features (“Account”).
5.2 In order to become a Registered User, you will be required to provide your name, a valid email address and to create a username and password. The information which you have provided to us for such Account creation may be accepted or rejected at our sole and absolute discretion.
5.3 In creating an Account, you agree to:
(a) provide true, accurate, current and complete information about yourself (the “Registration Data”);
(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and
(c) not create an Account using a false identity or information, or on behalf of someone other than yourself.
5.4 You acknowledge and agree that you shall be solely responsible for maintaining the confidentiality and security of your Account and shall not allow another person to use your Account to access the Services. You shall immediately notify Saindex via email@example.com if you have reason to suspect that the confidentiality of your Account has been compromised, or if you suspect or become aware of any unauthorised use of your Account or any other breach of security.
5.5 Notwithstanding the foregoing, you acknowledge and agree that any access to and use of the Services, any actions taken on, and all operations of the Services, and any information, data or communications that occur under or through the use of your Account or are referable or traceable to your Account (including without limitation to any Services accessed or activated, and any payments or purchases made under your Account) shall be attributable to you, and you shall be deemed to have taken such actions and shall be solely responsible for all such actions, even if you did not authorise such actions. Saindex shall be entitled (but not obliged) to act upon and hold you responsible and liable for such action, as if such actions were carried out by you. You also agree to indemnify Saindex entirely against any and all losses attributable to any access to and/or use of the Services referable or traceable to your Account.
5.6 It is your responsibility to keep your access to our Services secure. We shall not be liable or responsible for any damage, expense or loss of any kind suffered directly or indirectly by you as a result of any loss, disclosure, theft and/or unauthorised use of your Account and security credentials.
5.7 Saindex reserves the right to require you to provide additional Registration Data, change your password, temporarily or permanently suspend or terminate your Account, or impose limits on or restrict your access to and use of the Services with or without notice at any time for any or no reason including:
(a) if you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Saindex has reasonable grounds to suspect that any Registration Data you provide is untrue, inaccurate, not current or incomplete;
(b) if Saindex has reasonable grounds to believe you have violated, or are about to violate, the Agreement, including any incorporated agreements, policies or guidelines, or any applicable Laws, or that your Account may have been compromised;
(c) if activities occur under your Account which, in Saindex’s sole discretion, would or might cause damage or losses to Saindex or any users (whether yourself or other users), impair Saindex’s ability to provide the Services, or infringe or violate any third party rights (including Intellectual Property Rights);
(d) if you decline to disclose such information required for the continued usage of the Services;
(e) in response to requests by law enforcement agencies or other Governmental Authority; or
(f) to address or respond to technical or security issues or problems, or to allow for repairs, maintenance or the introduction of new functionalities or services.
Saindex shall not be held liable for any losses suffered by you arising out of or in connection with such suspension or termination of your Account.
6.1 We provide our Service based on a subscription model. In order to access and use our Services, you must subscribe to our Services based on one of the following subscription models:
(a) annual plan to pay a fixed fee on a monthly basis (or such other interval as Saindex may in its sole discretion permit); and
(b) annual plan to prepay a fixed fee on a yearly basis prior to the commencement of the Subscription Term
(hereinafter referred to as “Fees”).
6.2 Saindex may suspend or restrict your further use of our Services if you do not make full payment of the Fees.
6.3 You must pay the Fees in accordance with the payment methods available on the Website (“Payment Method”), including but not limited to payment via your credit card or debit card. Saindex reserves the right to change, add or discontinue, temporarily or permanently, any Payment Method on the Website at any time without notice to you.
6.4 You acknowledge and agree that:
(a) While Saindex may make available one or more Payment Methods in the Website, Saindex does not operate or provide any payment services. The payment services behind each of the respective Payment Methods are provided to you by the relevant service providers (“Payment Service Providers”), and your use of such payment services may be subject to you entering into separate agreements or arrangements with such Payment Service Providers, which Saindex is not a party to. Saindex shall not be liable for, and you shall release Saindex from, any obligations or liabilities that may be owed by you to your bank, debit or credit card company, or Payment Service Provider under any agreement or arrangement between you and such third parties;
(b) Saindex does not provide you with the service of accepting money for the purpose of executing or arranging for the execution of a payment transaction;
(c) Saindex does not provide any online payment gateway or related services; and
(d) Saindex does not, and does not purport to, operate a payment service regulated under the Payment Services Act. Consequently, we owe no duties and does not purport to owe any such duties (whether contractual or otherwise) to you in relation to the receipt of such money. You acknowledge that we are not licensed, approved or registered under the Payment Services Act 2019 and you may not be afforded the relevant protections set out in the Payment Services Act 2019 and related subsidiary legislation, regulations, circulars, notices, directions and guidelines.
6.5 All payments shall be made in the currency as indicated when you first subscribed for the Services;
6.6 You shall be responsible for all taxes and transaction charges associated with your payments.
6.7 You shall be responsible for verifying the accuracy of any Fees charged to you. If you dispute or disagree with any Fees charged, you must notify Saindex in writing within seven (7) days from the date such Fees are charged to you. If you do not provide us with such notice within seven (7) days, you shall be deemed to have accepted the accuracy of the Fees and waived your right to dispute the same. Saindex shall not be liable for all losses arising from or in connection with discrepancies or inaccuracies.
7. USER DATA AND CONTENT
7.1 You hereby grant Saindex a non-exclusive, royalty-free license to access and use User Data and/or Candidate Data during the Term for the purposes of:
(a) providing the Services to you;
(b) monitoring and improving the performance of the Services and other internal business purposes of Saindex; and
(c) creating de-identified versions of User Data and/or Candidate Data, which Saindex may use for other business purposes.
7.2 You represent and warrant that you own or have the legal right and authority and will continue to own or maintain the legal right and authority, to grant to Saindex during the Term the license set forth in Clause 7.1.
7.3 You acknowledge and agree that:
(a) you are solely responsible for making sure that the disclosure and use of all data (including User Data and Candidate Data) and information that you provide to Saindex through the Website and Services does not violate any applicable Laws or infringe upon the Intellectual Property Rights of any third party;
(b) you shall not knowingly post or upload any content via the Website or Services which:
(i) is unlawful, libellous, harmful, vulgar, indecent, defamatory, obscene, pornographic, abusive, harassing, threatening or otherwise objectionable material;
(ii) violates the rights of others, such as data which infringes on any Intellectual Property Rights or violates any right of privacy or publicity;
(iii) encourages conduct that constitutes a criminal offence, or
(iv) otherwise violates any applicable Law;
(c) Saindex may remove any violating content posted on or transmitted through the Website and/or Services at any time;
(d) you shall promptly provide written notice to Saindex in the event you discover any User Data and/or Candidate Data provided is unlawful, contains errors, or otherwise violates the provisions of this Agreement; and
(e) all de-identified User Data and/or Candidate Data shall become the property of Saindex on and from the time such de-identified User Data and/or Candidate Data are created or generated by Saindex.
7.4 You acknowledge and agree that Saindex shall be entitled to collect, access, modify, distribute, audit, reproduce, delete or remove any User Data and/or Candidate Data freely and in perpetuity to the extent necessary to:
(a) protect you and other users of the Services;
(b) provide, protect, and improve Saindex’s products and services, whether now in existence or in the future;
(c) provide statistical analysis;
(d) protect the integrity of any data held by Saindex; and
(e) ensure your compliance with this Agreement and any applicable Laws; and
(f) disclose such data and information if required by Law or law enforcement authorities, to enforce this Agreement, or to protect Saindex’s rights or those of other users.
7.5 It may be necessary for Saindex or its Affiliates to obtain, receive, or collect Technical Data from you to provide you with access to and use of the Services. You hereby grant to Saindex and its Affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to:
(a) compile, use, distribute, display, store, process, reproduce, or create derivative works of the Technical Data;
(b) aggregate the Technical Data with other data for use in an anonymous manner for Saindex’s marketing and sales activities; and
(c) exploit aggregated Technical Data and/or provide aggregated Technical Data to third parties, so long as such data is presented in the aggregated format and does not identify you.
8. INTERNET / USER DEVICE / THIRD PARTY SOFTWARE
8.1 You acknowledge and agree that to access and use the Services, you will need access to the Internet, and a computer, mobile phone, tablet, or other compatible computing devices capable of accessing the Internet (“User Device”). In addition, certain third party software which is not incorporated into the Services (including the operating system of the User Device and web browsers) (“Third Party Software”) may be required to be properly installed onto such User Device for you to access and use the Services. You acknowledge that Saindex has no control over the terms and conditions of the end user license agreement provided with such Third Party Software and shall under no circumstance be deemed a party to any agreement or arrangement between you and any third parties. You shall be fully responsible for obtaining internet access, User Devices and entering into and maintaining the end user license agreement for Third Party Software at your own cost, expense and risk. Your use of such separately acquired Third Party Software and/or the User Device shall be in accordance with any applicable terms and conditions. Saindex shall not be liable for, and you shall release Saindex from, any obligations or liabilities that may be owed by you to any third parties under any agreement or arrangement between you and such third parties. Saindex shall not be liable to you for your inability to access the Services for any reasons not attributable to Saindex, including your lack of access to the internet, or any issues with the User Device or Third Party Software.
9. THIRD PARTY MATERIALS
9.1 Saindex may display, include or make available third-party content or provide links to third-party websites or services (collectively, “Third-Party Materials”) to provide the Services. You acknowledge and agree that any Third-Party Materials you access through the Services are entirely at your own risk.
9.2 Without prejudice to the foregoing, you acknowledge and agree that:
(a) Saindex may but shall have no obligation to monitor and review such Third-Party Materials, and shall not be responsible for such Third-Party Materials, including their accuracy, completeness, timeliness, currency, validity, copyright compliance, legality, decency, quality or any other aspect thereof;
(b) Saindex does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials;
(c) Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions;
(d) Saindex does not guarantee the continued availability of such Third-Party Materials, and may cease displaying, including or making available such Third-Party Materials at any time at its sole discretion without any liability to you; and
(e) Saindex makes no representations or warranties whatsoever, and shall not be liable for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur arising out of or in relation to your use of Third-Party Materials, any transactions completed in or through the same, nor for any contract entered into by you with any third party.
9.3 You shall indemnify Saindex against all costs, losses, liabilities and damages which arise from any action or claim against Saindex from third parties in respect of your use of, integration and/or interface with Third-Party Materials and related data.
10. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNITY
10.1 You acknowledge and agree that to the fullest extent permitted by applicable Laws, the Services are provided by Saindex on an “as is,” and “as available” basis, with all faults. Saindex expressly disclaims all other warranties, representations, and conditions of any kind, whether express, implied, statutory or otherwise, with respect to the Services and/or the results that may (or may not) be achieved by the use of the Services, including without limitation to all warranties of merchantability, third-party rights, title, satisfactory quality, fitness for a particular purpose, non- infringement, accuracy, timeliness or effectiveness, compliance with Laws, and any warranties arising from a course of dealing or usage or trade.
10.2 Without limiting the generality of Clause 10.1, Saindex does not warrant:
(a) that the Services will meet your requirements;
(b) the use of the Services will be or will remain to be permitted by Laws;
(c) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Services, including the scoring of results, assessments, surveys or tests contained therein;
(d) that outputs generated by the Services would be accurate, sufficient and suitable for your business needs;
(e) that the Services, or any material or information obtained through the Services, will be provided uninterrupted, secure, or free from errors or omissions;
(f) that the Services or any material obtained through or from the Services are free from any Harmful Code; or
(g) the security of any data or information (including User Data and/or Candidate Data) transmitted by you or to you through the Services. In this regard, you acknowledge and agree that you understand that any material or information transmitted or received through the Services may be accessed by unauthorised third parties, and accept the risk of such occurrences and shall not hold Saindex liable for the same.
10.3 In no event shall Saindex be liable to you for:
(a) any loss of earnings, revenue, profits, sales, contracts, business opportunity, business or anticipated savings;
(b) any loss of goodwill or loss of reputation;
(c) any loss or corruption of data; or
(d) any incidental, consequential, exemplary, special, punitive, multiple, pure economic loss or other indirect losses,
whether based upon warranty, contract, tort, statute, strict liability or otherwise, even if Saindex has been advised of the possibility of such damages or losses.
10.4 Where Saindex’s liability is not expressly excluded under this Agreement, or in the event that any
of the exclusions or limitations of liabilities are not permitted by applicable Law, you agree that Saindex’s aggregate liability for any claim under or in connection with this Agreement or the Services, howsoever it arises and whether based upon warranty, contract, tort, statute, strict liability or otherwise, shall not exceed SGD 500.
10.5 You shall indemnify, defend and hold harmless Saindex, our related corporations, our and our related corporations’ directors, officers, employees and agents (collectively, our “Personnel”), and hold us and our Personnel harmless, from and against any and all claims, demands, actions, suits proceedings, damages, obligations, losses, liabilities, costs, penalties or expenses (including, but not limited to, legal fees incurred by us on a full indemnity basis) of whatsoever nature which may be suffered or incurred by us as a result of or in connection with:
(a) your use of the Services or the results obtained therefrom;
(b) any breach of this Agreement by you;
(c) any damage or injury caused by you to any person and/or their property; and
(d) your infringement of any third party right (including any intellectual property, property, or privacy right).
10.6 You hereby acknowledge and agree that the disclaimer of warranties, limitations of liability and indemnity in this clause and in the other provisions of this Agreement and the allocation of risk therein are essential elements of the bargain in Saindex’s provision of the Services, without which Saindex would not have provided the Services or entered into this Agreement.
11. INTELLECTUAL PROPERTY
11.1 Ownership. You acknowledge and agree that Saindex and its third-party licensors own all rights, titles and interests (including without limitation to Intellectual Property Rights) in and to:
(a) the Services;
(b) any trade marks, service marks, trade names, domain names, website names, other significant brand features or specific descriptions which will allow a third party to identify Saindex and/or its Affiliates (collectively, “Saindex Proprietary Markings”);
(c) all updates, derivatives and modifications developed or derived therefrom, including without limitation to any software, source and object codes, algorithms, data models (whether or not any of the foregoing have been developed using User Data), technology, web pages, text, pictures, images, audio, video, charts, layout design, and electronic documents, or customisation to the Services;
(d) any reports or data generated by Saindex in the course of providing the Services to you or from User Data uploaded or entered by you;
(e) any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from Saindex’s provision of the Services, including, without limitation, any intangible ideas, residual knowledge, concepts, know-how, and techniques related to any new features for the Services, whether or not created for you; and
(f) any operation and technical data relating to the Services (including without limitation to user Account information, Registration Data, operation records, and service orders).
(collectively, the “Saindex Intellectual Property”).
11.2 Other than the limited license and use rights expressly set forth in this Agreement to Saindex Intellectual Property, Saindex does not grant you any rights to Saindex Intellectual Property and reserves all rights therein.
11.3 You shall not, and shall not permit any other person to:
(a) access or use Saindex Intellectual Property except in accordance with the terms of and otherwise permitted under this Agreement;
(b) display, use, apply for registration any Saindex Proprietary Markings;
(c) represent to any other persons, that you have the right to display, use or to otherwise dispose of Saindex Proprietary Markings;
(d) modify, alter, remove, delete or destroy any Saindex Proprietary Markings placed upon or contained within the Services; or
(e) take any action which would cause the Services or any part thereof to be placed in the public domain or to become open-source software.
(a) If you propose or provide any ideas, suggestions, recommendations, enhancements, improvements, or other feedback (collectively “Feedback”) to Saindex, then you hereby assign all rights, title, and interests, including all copyright, patent, trade dress rights and other Intellectual Property Rights, in and to such Feedback to Saindex.
(b) Saindex shall have the right to use and disclose any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in such Feedback in any manner and for any purpose in Saindex’s discretion without remuneration, compensation or attribution to you, provided that the foregoing shall not create or imply any obligation on the part of Saindex to use such Feedback.
(c) Further, by posting comments or reviews relating to your use of the Services, you agree to grant Saindex the right to use the submitted name, referable to said review, comment or other content. You shall not use a false email address, act as a person who is not yourself or otherwise deceive or misinform Saindex or third parties about the source of any submissions.
(d) You acknowledge that Saindex is under no obligation to publish any material submitted by you and may edit or remove any previously submitted materials from the Services at any time.
12. TERM AND TERMINATION
12.1 This Agreement shall commence on the date when you subscribe for our Services and remain in full force and effect while you access or use the Services, unless terminated earlier in accordance with this Agreement (the “Term”). For the avoidance of doubt, you hereby acknowledge and agree that the Agreement commenced on the earlier of (a) the date you first accessed the Services, or (b) the date you accepted the Agreement.
12.2 Upon any termination of this Agreement:
(a) all rights and licenses granted to you shall cease, and you shall immediately discontinue use of the Services;
(b) your access to the Services may be barred;
(c) your Account and related information, files and content associated with or inside your Account (or any part thereof), including your User Data, may be deleted from Saindex’s database at Saindex’s discretion. You acknowledge and agree that Saindex will not have any liability whatsoever to you for deletion of your Account or your User Data; and
(d) where applicable, you shall promptly pay all amounts due to Saindex as of the effective date of termination.
12.3 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after the termination of this Agreement shall remain in full force and effect, including without limitation to Clauses 1 (Definitions), 3 (User Obligations and Restrictions), 10 (Disclaimers, Limitation of Liability and Indemnity), 11 (Intellectual Property), 12 (Term and Termination), 13 (Governing Law and Dispute Resolution) and 14 (General Provisions).
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 This Agreement shall be governed by and construed under the Laws of the Republic of Singapore.
13.2 Any dispute arising out of or in connection with or in relation to this Agreement, including any question regarding the existence, validity or termination of this Agreement shall be referred to and finally resolved by arbitration in Singapore.
13.3 Such arbitration shall be conducted in accordance with the Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force (“Rules”), which Rules are deemed to be incorporated by reference into this Clause 13.3 except as such Rules conflict with the provisions of this Clause 13, in which event the provisions of this Clause 13 shall prevail.
13.4 Any arbitration commenced pursuant to this Clause 13 shall be conducted by one arbitrator nominated by the President of the Court of Arbitration of the SIAC. The language to be used shall be English and all written documents provided in any such arbitration shall be in English.
13.5 Any arbitration award made pursuant to any arbitration commenced pursuant to this Clause 13 may be enforced by the relevant party against assets of the other party wherever those assets are located or may be found, and a judgment upon any such arbitration award may be entered into by any court of competent jurisdiction thereof and for this purpose, we and you expressly submit to the jurisdiction of any such court.
14. GENERAL PROVISIONS
14.1 No Third-Party Beneficiaries. No third party who is not a party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in this Agreement) shall have any rights to enforce or rely upon any of the provisions of this Agreement.
14.2 Partnership. Neither you nor we shall, by virtue of this Agreement, be deemed to be a partner or agent of each other, nor shall anything contained herein be construed as creating a partnership, joint association or trust, it is agreed that each party will be responsible only for its obligations under this Agreement, and neither party shall be authorised to represent or bind the other to any other person.
14.3 Notices. Where Saindex requires that you provide an e-mail address, you are responsible for providing Saindex with your most current e-mail address. In the event that the last e-mail address you provided to Saindex is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Saindex’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. All notices or other communications given to you will be deemed received by you on (a) if sent via any print or electronic media that we select, the date of publication or broadcast, (b) if sent by post, or left at your last known address, the day after such posting or on the day it was left at your last known address, or (c) if sent by email, the time at which the email was sent by us. You may only send us notices in writing to our designated address or email address. We shall be considered as having received such notice only upon receipt. Though we endeavour to respond to customer notices as swiftly as we are able, we cannot promise to always answer with consistent speed. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications which we provide to you electronically satisfy any legal requirement that such communications be in writing. You further waive any rights under any legal requirement in any jurisdiction which requires an original (non-electronic) signature or delivery or retention of non- electronic records.
14.4 No Contra Proferentum Rule. You acknowledge and agree that prior to accessing or using the Services, you have had the opportunity to seek, or have sought the advice of independent legal counsel, and have read and understood all of the terms and conditions of this Agreement and its legal effect. This Agreement shall not be construed against Saindex because Saindex drafted its provisions, and any rule of construction that a document shall be construed against the drafting party shall not apply to this Agreement.
14.5 No Waiver. No failure on our part to exercise, and no delay on our part in exercising, any right or remedy under this Agreement, will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy.
14.6 Cumulative rights and remedies. Unless otherwise provided under this Agreement, the provisions of this Agreement and our rights and remedies under this Agreement are cumulative and are without prejudice and in addition to any rights or remedies we may have at law or in equity, and no exercise by us of any one right or remedy under this Agreement, or at law or in equity, shall (save to the extent, if any, expressly provided for in this Agreement or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.
(e) This Agreement shall be binding upon and inure to our and your benefit, and any of our and your successors and permitted assigns. You may not assign or transfer any of your rights, benefits or obligations under this Agreement without our prior written consent. No assignment shall relieve or discharge you of any of your obligations or liabilities hereunder, notwithstanding any voluntary assumption by the assignee of such obligations and liabilities.
(f) We shall be entitled, in our discretion, to delegate or subcontract the performance of any of our functions in connection with the Services and our performance of our obligations under this Agreement, and reserve the right to use any service provider, subcontractor and/or agent on such terms as we deem appropriate.
14.8 Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be amended to achieve as nearly as possible the intent of the parties, and the remainder of this Agreement will remain in full force and effect.
14.9 Language. This Agreement is made in the English language only, and any translation of these terms and conditions in another language shall not be binding upon the parties.