RADICALI TERMS AND CONDITIONS
Last updated: 27 May 2021
These Radicali Terms and Conditions (these “Terms”) govern the access to and use of Radicali Pte Ltd (“Radicali”. “we” or “us”) websites and services (collectively the “Site”) by site visitors (“Site Visitors”) and by persons who are on a free trial for or who use or purchase Radicali products and services, including Free Products such as AskMICA, any other of our web applications including the content, information, applications, programs, images, sounds, graphics, video and other materials displayed therein, Compliance Support Services and Technical Support Services (collectively the “Services”) or create an account with Radicali (the “Account”), as well as their Authorised Users (collectively the “Customers”). An “Authorised User” of a Customer is an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by Customer to use the Services subject to these Terms and up to any applicable limits. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as the context may apply. Radicali and you are collectively referred to as the “parties” and each a “party” to this Agreement.
By accessing and/or using the Site or any Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). If you accept these Terms on behalf of a legal entity you represent such as your employer, you represent and warrant that you have the authority to accept these Terms on such legal entity’s behalf, in which case “you” and “your” shall also refer to such legal entity.
If you are a Customer and you or your organisation are bound by a Radicali Software Services Agreement or any similar agreement with Radicali (“Customised Terms”), then these Terms will apply, if at all, only to use of the Site or any Services to the extent such use is not already governed by such Customised Terms. In the event of any conflict or inconsistency between these Terms and such Customised Terms, unless expressly stated otherwise, such Customised Terms shall prevail.
BY ACCESSING AND/OR USING THE SITE OR ANY SERVICES, YOU AGREE TO COMPLY AND BE BOUND BY THESE TERMS AND THESE TERMS SHALL FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RADICALI. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORISED AND MUST CEASE USING THE SITE AND SERVICES IMMEDIATELY.
We reserve the right to periodically update these Terms unilaterally at our sole discretion at any time, by posting the updated terms at the following URL: https://radicali.io with a “last updated” date. YOUR CONTINUED ACCESS TO AND/OR USE OF THE SITE OR ANY SERVICES AFTER THE EFFECTIVE DATE OF THE UPDATED TERMS WILL CONSTITUTE YOUR AGREEMENT TO CONTINUE TO COMPLY AND BE BOUND BY THE UPDATED TERMS, WITHOUT ANY FURTHER ACTION BEING REQUIRED ON YOUR PART. IF YOU DO NOT AGREE TO THE UPDATED TERMS, YOU ARE NOT AUTHORISED AND MUST CEASE USING THE SITE AND SERVICES IMMEDIATELY.
1.1Login Credentials. Upon the creation of an Account, you will be provided your login credentials in order to access and use the Services associated with the Account. You are only permitted to access and use the Services via your Account. You are responsible at all times for safeguarding and maintaining the confidentiality of your login credentials. If you are aware of any unauthorised access or use or breach of security of your Account, you shall immediately notify us. If there is reason to believe that there is likely to be such unauthorised access or use or breach of security of your Account, we reserve the right to require you to change your login credentials (including password) and/or suspend your Account for so long as we deem appropriate in the circumstances, without any liability on our part.
2.FREE TRIAL TERMS
2.1You acknowledge and agree that in the case of a free trial:
2.1.1we reserve the right to reduce the term of a trial period or terminate it immediately without prior written notice; and
2.1.2the version of the Services that is available for a free trial may not include or allow access to all features or functions which are available to a paid user (including, but not limited to, Technical Support Services).
3.1Subscription Plan. We will provide the relevant Services to each Customer in accordance with its subscription plan[, which shall include the tier, the prices and the scope of Services as well as the maximum number of
Authorised Users] (“Subscription Plan”). Subject to payment of the applicable fees and compliance with these
Terms, we grant the Customer a limited, revocable, personal, non-exclusive, non-transferable, non- sublicensable licence during the Service Term, solely for its internal business purposes and in accordance with these Terms, to: (a) access and use the Services[; and (b) implement, configure and, through its Account administrator(s), permits its Authorised Users to access and use the Services up to any applicable limits].
3.2Terms of Payment.
3.2.1When the Customer purchases a Subscription Plan, it shall provide accurate and complete information for a valid payment method that it is authorised to use. The Customer will be billed for the Subscription Plan through the payment method that was provided. The Customer shall promptly notify us of any change in its invoicing details and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, THE CUSTOMER AUTHORISES RADICALI OR ITS AGENT TO CHARGE THE SELECTED PAYMENT METHOD ON A RECURRING (BASIS (“AUTHORISATION”) FOR: (a)
THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES NOT SPECIFIED IN THE SUBSCRIPTION PLAN WHICH ARE INCURRED IN CONNECTION WITH THE
CUSTOMER’S USE OF THE SERVICES (INCLUDING ADDITIONAL SERVICES) AS MAY BE NOTIFIED BY US TO THE
CUSTOMER FOR SUCH USE. The Authorisation shall remain valid and binding throughout the Service Term.
3.2.2If the Customer does not pay an amount when it is due and payable (this includes a failure to deduct from the provided payment method), such amount not paid when due will be subject to interest from (and including) the day on which it falls due to (but excluding) the day on which it is paid in full, calculated at the rate of 0.5% per annum, which is payable on demand.
3.2.3All amounts stated in these Terms (including the applicable fees) are exclusive of all taxes. The Customer is solely responsible for paying all taxes applicable to the Services. Any payment of amounts hereunder must be made in full without any deduction or withholding (whether in respect of set- off, counterclaim, duties, Withholding Taxes, charges or otherwise howsoever) unless such deduction or withholding is required by any applicable tax law, in which event the Customer must (a) ensure that the deduction or withholding does not exceed the minimum amount legally required; (b) pay to us such additional amount as necessary to ensure that the net amount received by us is equal to the amount which would have been received by us had no such deduction or withholding been made; (c) pay to the relevant Government Agency within the period for payment permitted by the applicable tax law the full amount of the deduction or withholding (including the full amount of any deduction or withholding on any additional amount paid under this section); and (d) upon a written request, from us, provide us with an official receipt (if available) of the amount deducted or withheld and paid to the Government Agency or if such receipts are not issued by the relevant Government Agency, evidence of the relevant deduction or withholding, which may be satisfied by the Customer providing us with written confirmation as to the amount deducted or withheld, the relevant Government Agency to which that amount was paid and the date on which the amount withheld or deducted was paid.
3.3Technical Support Services. Subject to the Customer’s compliance at all times with the provisions of these Terms and the Customer’s applicable subscription tier, we will use commercially reasonable efforts to provide the Customer with technical support services (“Technical Support Services”) on the following terms and conditions:
3.3.1the Customer shall ensure that its authorised technical contacts (“Authorised Technical Contacts”) are knowledgeable about the Services and the Customer’s technical environment in order to work with us to communicate, analyse and resolve support requests. Its Authorised Technical Contacts are responsible for engaging our technical support and monitoring the resolution of all support requests and escalated support issues;
3.3.2the Customer shall establish and maintain processes as necessary to manage support for its Authorised Users. If after reasonable efforts, the Customer is unable to diagnose or resolve the error(s), its Authorised Technical Contact should contact us for technical support and assign the correct priority level based on the following table:
P1: Critical /
P2: Major / Serious
P3: Minor / Moderate
P4: Limited /
An incident that has a
Partial, non-critical loss of
Routine technical or
use of the service with a
impact, in that it halts
on your business, but
your business continues
to function. Short-term
workaround is available,
The Service, or one or
but not scalable.
Service is operational
available (such as a
significant portion of
future update from
3.3.3we will use our commercially reasonable efforts to meet the target response times set out in the following table, based on the priority level. We do not guarantee resolution times and note that a resolution may consist of a fix, workaround, service availability or other solution which we deem reasonable. We will provide continuous efforts to resolve a priority level 1 issue until a workaround or resolution can be provided or until the issue can be downgraded to a lower priority level:
Support Request Method/Contact Options
Online (Email / Support Tickets)
Self-help knowledge base
During Business Hours
P1, P2 Target Response Time
P1: Within 8 Business Hours
(following acknowledgment of request)
P2: Within 24 Business Hours
P1, P2 Target Update Frequency
P1: Every 24 Business Hours
(following acknowledgment of request)
P2: Every 72 Business Hours
Number of Support Requests
3.3.4the Customer acknowledges and agrees that we are not able to, nor shall be required to, provide physical Technical Support Services, and any and all claims that the Customer may have with respect to or in connection with the provision of such Technical Support Services are waived;
3.3.5the Customer further acknowledges and agrees that it is in our sole discretion to provide Technical Support Services in respect of Embedded Software or Free Products.
3.4Service Level. The Services will be made available to the Customer at the service level set out in the
Subscription Plan (“Service Level”). The Service Level does not apply to, and its calculation will exclude time referable to, any performance or availability issues:
3.4.1that results from scheduled maintenance that the Customer has requested;
3.4.2due to outages of third party connections or utilities or other reasons beyond our control (for example, natural disaster, war, acts of terrorism, riots, government action or other acts of god or force majeure events, or a network or device failure external to Radicali’s data centres, including at or between the Customer’s site);
3.4.3that result from the use of any service, hardware or software not provided by us (including, but not limited to, issues resulting from inadequate bandwidth or related to Embedded Software or any other third party software or services);
3.4.4that result from the Customer’s use of a Service after we advised the Customer to modify its use of the
Service, but the Customer did not modify such use as advised;
3.4.5during or with respect to preview, pre-release, beta or trial versions of a Service or feature;
3.4.6that result from any unauthorised action or lack of action (when required) by the Customer, or from its employees, agents, contractors, or vendors, or otherwise as a result of a failure to follow appropriate security practices;
3.4.7that result from a failure to adhere to any required configurations or use supported platforms, follow any policies for acceptable use, or the Customer’s use of a Service in a manner inconsistent with the features and functionality of the Service or inconsistent with relevant specifications or guidance provided by us from time to time;
3.4.8that result from faulty input, instructions or arguments;
3.4.9that result from attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behaviour.
3.5Open Source Software. The Services may include Open Source Software, in which case we will supply the Services with the applicable open source software licence. To the extent required by that licence, the terms of that licence will apply to the Customer’s use of that Open Source Software in addition to the provisions of these Terms, including any provisions governing access to source code, modifications or reverse engineering, and the Customer agrees that its use of that Open Source Software shall also comply with the terms of that licence.
3.6Embedded Software. The Services may also include Embedded Software, which may be provided with third party terms applicable to the Customer’s use of that Embedded Software in addition to the provisions of these Terms, including any provisions governing access to source code, modifications or reverse engineering. Where no such terms are provided, the Customer agrees that its use of that Embedded Software shall comply with the following:
3.6.1the Customer may only use Embedded Software in conjunction with the Services solely for the purpose permitted hereunder (and not otherwise);
3.6.2the Customer must not install, access, configure or use any Embedded Software (including any API, tool, database or other component of any Embedded Software) separately from the Services, whether for production, technical support or any other purpose, or otherwise attempt to gain direct access to any Embedded Software component;
3.6.3notwithstanding any other provision of these Terms, the Customer must not display, modify, reproduce or distribute any Embedded Software including but not limited to any source code provided with that software;
3.6.4the Customer acknowledges that third party licensors retain ownership of all Intellectual Property Rights in Embedded Software and that they are intended third party beneficiaries of these Terms for this purpose and may enforce these Terms directly against the Customer. The Customer will be responsible to the applicable third party licensor for any loss, claim or damage suffered or incurred by that third party as a result of its breach of these Terms. We hold the benefit of the provisions of these Terms which apply to Embedded Software on trust for the applicable third party licensors to facilitate their direct enforcement (and for our own benefit);
3.6.5Embedded Software may include or be accompanied by third party technology that may be appropriate or necessary for use with some Embedded Software. Such technology may be licensed to the Customer only and exclusively for use with the Services and subject to any third party licence terms provided. The Customer agrees that its use of such Embedded Software shall also comply with the terms of such third party licence terms.
4.1You acknowledge and undertake the following:
4.1.1to provide to us, and procure for us, such (a) cooperation, assistance and advice; (b) information and documentation; (c) governmental, legal and regulatory licences, consents and permits, and (d) access to your personnel, premises, computer hardware, software, networks and systems, and such other resources as may be required by us in order for us to perform our obligations under these Terms. You acknowledge that our ability to provide the Services in accordance with these Terms may depend upon the accuracy and timeliness of such cooperation;
4.1.2to comply with, and procure your Authorised Users (if applicable) to comply with, all provisions of these Terms and all applicable laws and regulations in connection with the access to and use of the Site and Services (including but not limited to export control law and data privacy law). For the avoidance of doubt, you shall remain solely responsible for the acts and omissions of your Authorised Users (if applicable);
4.1.3to obtain all rights, permissions and consents from your Authorised Users (if applicable) and any other third parties that are necessary for you to perform your obligations (including the grant of rights and licences to us) in accordance with these Terms;
4.1.4to ensure that your system and networks comply with relevant specifications provided by us from time to time;
4.1.5except as expressly provided in these Terms, to assume all responsibility for results obtained from the access and use of the Site and Services, and all conclusions drawn from such access and use; and
4.1.6to immediately notify us if you are aware that any infringements or violation of these Terms or applicable laws and regulations, whether actual or alleged, has occurred; and
4.1.7to ensure that your data is regularly backed up.
4.2Your further acknowledge and undertake that you shall not do any of the following:
4.2.1license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit any part of our Site or Services, or otherwise obtain, assist or make any part of our Site or Services available to any third party except your Authorised Users;
4.2.2access, store, distribute or transmit any Virus or Objectional Material when using or accessing any part of our Site or Services;
4.2.3use any engine, software, tool, agent, device, mechanism or the like to access, search, or download intellectual property from our Site or Services, or use our Site or Services in any way other than through our publicly supported interfaces;
4.2.4access, tamper with, or use non-public areas of our Site or Services, including computer systems, or the technical delivery systems of our Services;
4.2.5probe, scan, or test the vulnerability of any system or network of our Site or Services or breach any security or authentication measures;
4.2.6alter or modify any part of our Site or Services (including any licence protection mechanisms);
4.2.7decipher, decompile, disassemble or reverse engineer any of the software used to provide our Site or Services;
4.2.8plant malware or use our Site or Services to distribute malware;
4.2.9conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Site or Services;
4.2.10use our Site or Services in any way that is unlawful, illegal, fraudulent, deceptive or harmful, or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity, including but not limited to violating the privacy of any third party (including any other user of the Radicali community);
4.2.11use our Site or Services to impersonate or misrepresent your affiliation with any person; or post or transmit anything that is fraudulent or misleading;
4.2.12interfere with the access of any user, host or network, including introducing any viruses, trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines, code, files to, overloading, flooding, spamming, mail-bombing our Site or Services, or introducing any other material or content which is malicious or technologically harmful;
4.2.13refrain from using any robot, spider, other automatic device, or manual process to monitor or copy our Site or Services, including our content, without our prior written permission;
4.2.14attack our Site or Services via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of our Site or Services;
4.2.15create a false identity for the purpose of misleading others or impersonate any person, including but not limited to any Radicali representative, or falsely state or otherwise misrepresent your affiliation with a person;
4.2.16upload or transmit onto our Site or Services any material that you do not have a right to reproduce, display or transmit under any law or under any contractual or fiduciary relationships (such as any disclosure that may be prohibited under non-disclosure agreements);
4.2.17register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe to our Services if you are not expressly authorised to do so;
4.2.18send any spam or other marketing communications to any person using any email address or other contact details made available through the Site or Services or that you find using the Site or Services;
4.2.19save where expressly permitted by us, use the Site or Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering;
4.2.20use the Site or Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, 'get rich quick' schemes or similar letters, schemes or programs;
4.2.21use the Site or Services in any way which is liable to result in the blacklisting of any of our IP addresses;
4.2.22link to any material using or by means of the Site or Services that would, if it were made available through the Site or Services, breach the provisions of these Terms; or
4.2.23attempt any of the above or encourage or enable any other person to do any of the above.
4.3You acknowledge and undertake that Your Content shall comply with the following, and such other content guidelines as may be made available at the following URL: https://radicali.io/contentPolicy/ from time to time:
4.3.1Your Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law and regulation);
4.3.2Your Content, and the use of Your Content by us in any manner licensed or otherwise authorised by you, must not:
(a)be libellous or maliciously false;
(b)be obscene or indecent;
(c)infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other Intellectual Property Right;
(d)infringe any right of confidence, right of privacy or right under data protection law;
(e)constitute negligent advice or contain any negligent statement;
(f)constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g)be in contempt of any court, or in breach of any court order;
(h)constitute a breach of racial or religious hatred or discrimination law;
(j)constitute a breach of official secrets law; or
(k)constitute a breach of any contractual obligation owed to any person;
4.3.3Your Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint;
4.3.4Your Content must be appropriate for all persons who have access to or are likely to access the Content in question;
4.3.5Your Content must not depict violence in an explicit, graphic or gratuitous manner;
4.3.6Your Content must not be pornographic or sexually explicit;
4.3.7Your Content must not be untrue, false, inaccurate or misleading; statements of fact contained in Your Content and relating to persons must be true and statements of opinion contained in Your Content and relating to persons must be reasonable, be honestly held and indicate the basis of the opinion;
4.3.8Your Content must not consist of or contain, or represent to consist of or contain, any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Site or Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services;
4.3.9Your Content must not consist of or contain, or represent to consist of or contain, any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage;
4.3.10Your Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet;
4.3.11Your Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory;
4.3.12Your Content must not be liable to cause annoyance, inconvenience or needless anxiety;
4.3.13Your Content must not include any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people, or to deliberate upset or offend a particular person or group of people;
4.3.14you must not unnecessarily flood the Site or Services with material relating to a particular subject or subject area, whether alone or in conjunction with others;
4.3.15Your Content must not constitute or contain spam, and you must not use the Site or Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications;
4.3.16Your Content must not contain or consist of, and you must not promote, distribute or execute by means of the Site or Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies; and
4.3.17Your Content must not contain or consist of, and you must not promote, distribute or execute by means of the Site or Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
4.4We reserve the right to suspend and/or terminate your access to and use of the Site and Services without notice upon any breach of these Terms (including the undertakings set out in this Article 4).
5.OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
5.1.1The Site and Services contain material that is proprietary and is protected by copyright laws, international copyright treaties, as well as other intellectual property laws and treaties. You acknowledge and agree that Radicali and its Affiliates are the sole legal and beneficial owners of all rights, title, benefits and interests in and to all intellectual property rights of any kind including, without limitation, all rights in or arising out of patents, trade, service and other marks, registered designs (and applications for all of the same), copyrights and rights affording equivalent protection to copyrights, database rights, mask work rights, design rights, moral rights, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar corresponding proprietary rights and all applications for the same, trade, product, brand and business names, logos, get-ups, inventions, discoveries, improvements, derivative works, designs, techniques, computer programs, trade secrets, supply distributorship agency and other like agreements, technical and commercial know-how and confidential processes, and information including rights acquired under licences or other agreements in connection with any of the same, all derivatives and full right to all intellectual property and legal protection relating to the same and in every case (unless the context otherwise requires), whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights (collectively “Intellectual Property Rights”) relating to the Site, Services and such material contained therein (including the Analytical Data but excluding Your Content, Your Feedback and Third Party Content), and all documents and other copies and tangible embodiments of all of the foregoing (collectively “Our Content”).
5.1.2We hereby grant you a limited, revocable, personal, non-exclusive, non-transferable, non-sublicensable licence to use and access Our Content as made available to you in connection with your access and use of the Site and Services, subject to the provisions of these Terms. Except for the right and licence expressly granted in these Terms, no other rights with respect to Our Content, the Site and Services or any related Intellectual Property Rights are hereby granted or implied. We reserve the right to terminate this licence at any time for any reason at our sole discretion.
5.2.1You may from time to time provide us (by way of posting or displaying on the Site or otherwise) with text, audio-visual material, links, files, attachments and other information (collectively “Your Content”). Unless otherwise provided in these Terms (including the restrictions set out in Section 5.2.2 below), you retain ownership of Your Content. For the avoidance of doubt, Your Content shall not be deemed to be confidential information for the purpose of these Terms.
5.2.2By providing Your Content to us, you acknowledge and agree: (a) that Your Content may be accessible to the general public and shall remain accessible to the general public even after the suspension or permanent deactivation or deletion of your Account; (b) that your right to delete any of Your Content does not cover the questions which you post on the Site or Services, and that upon posting such questions, they automatically without any further action on your part belong to the Radicali community and may be modified or deleted by us or any of the other users in the Radicali community; (c) to grant us and our Affiliates as well as any of the other users in the Radicali community a royalty-free, worldwide, irrevocable, transferable, sub-licensable, perpetual licence to use, copy, reproduce, process, adapt, modify, remove, create derivative works from, publish, transmit, store, display and distribute, translate, communication and make available to the general public and our business partners, and otherwise use any of Your Content (including your questions and answers) in connection with the Site and Services (including the operation, promotion, advertising or marketing of the Site and Services), our research and product development purposes (including but not limited to reproduce, distribute, prepare derivative works, display and to generate anonymised and/or aggregated statistical analysis and identify and generate trends and/or insights (“Analytical Data”)), and to supply Analytical Data to any third party without any further consent, notice and/or compensation to you or any third party.
5.2.3You agree to authorise us and our Affiliates to take any enforcement action in relation to any infringement or other improper action by a third party of any of Your Content which is in breach of these Terms.
5.3.1By providing your recommendations, suggestions, ideas, derivations, requests or other feedback concerning the Site or Services (collectively “Your Feedback”) to Radicali, you agree to grant us and our Affiliates a royalty- free, worldwide, irrevocable, transferable, sub-licensable, perpetual licence to use, copy, reproduce, process, adapt, modify, remove, create derivative works from, publish, transmit, store, display and distribute, translate, communication and make available to the general public and our business partners, and otherwise use any of Your Feedback [for our research and product development purposes (including but not limited to reproduce, distribute, prepare derivative works, display and to generate anonymised and/or aggregated statistical analysis and identify and generate trends and/or insights (“Analytical Data”)), to supply Analytical
Data to any third party without any further consent, notice and/or compensation to you or any third party; and to incorporate Your Feedback into the Site and Services].
5.4Third Party Content.
5.4.1You acknowledge and agree that in connection with your access and use of the Site and Services, you may access and use content belonging to third parties, including content provided by other users of the Radicali community, products and services offered by third parties as well as content from or hyperlinks to other sites owned, operated or maintained by third parties (collectively “Third Party Content”). The Third Party Content is made available for your reference only, and we reserve the right to remove any Third Party Content from the Site or Services at any time for any reason at our sole discretion.
5.4.3We hereby disclaim any representations, warranties, liability, endorsement or verification in connection with your use of or reliance on the Third Party Content, including but not limited to the accuracy, completeness, reliability, timeliness, quality or integrity of the Third Party Content, and the disclosure and transfer to, and processing of, your information by the External Service Provider.
5.5Modification and Reverse Engineering. In relation to our Intellectual Property Rights and the license granted by us to you under these Terms:
(a)you shall not, and shall not permit any person to (save as otherwise permitted in these Terms), copy, reverse engineer, decompile, disassemble, attempt to derive the source code of, modify, create derivative works of, re-post or re-publish to other applications or websites, change, or distribute, license, sub-license, transfer or otherwise make available to any third party any aspect of our Intellectual Property Rights in any manner;
(b)you shall not, and shall not permit any person to, use our Intellectual Property Rights or any materials incidental thereto to develop any products or services (including any software, hardware or firmware) that is competitive with the Site or Services. Any such modifications shall immediately become our sole and exclusive property and we shall own all right, title, benefits and interests to such modified products, and any and all copyrights, patents and trade secrets related thereto; and
(c)you shall notify us of any technical improvements or inventions made by you or any other party on your behalf relating to the Site or Services. Any such improvements or inventions shall immediately become our sole and exclusive property, and you agree to execute any and all documents requested by us in order to perfect our rights thereof, and any and all Intellectual Property Rights relating thereto.
5.6.1You agree that you will not, directly or indirectly, challenge or contest the validity of our Intellectual Property Rights, or any registrations thereof and/or applications therefore in any jurisdiction, or our rights, title, benefits and interests therein and thereto, nor will you claim or register any interest in our Intellectual Property Rights in any jurisdiction, other than the rights expressly granted under these Terms.
5.6.2You agree to cooperate with and assist us in the protection of all Intellectual Property Rights owned by us and/or licensed to you and shall inform us immediately of any infringements or other improper action relating thereto that may come to your attention.
6.REPRESENTATIONS AND WARRANTIES
6.1Each party hereby represents and warrants to the other party that:
(a)it has the power and capacity to enter into these Terms and to exercise all rights and perform all obligations hereunder and all corporate and other actions required to authorise the execution of these Terms have been taken, and these Terms constitutes legal, valid and binding obligations of such party; and
(b)its entry into these Terms and its acceptance of the provisions hereof are not in breach of (i) any regulatory or legal requirement of any jurisdiction applicable to it; and/or (ii) any other agreement to which it is a party; and/or (iii) its memorandum and articles of association or (as the case may be) constitution, or any other constitutional documents.
7.1EXCEPT AS MAY BE SET OUT IN A SPECIFIC WARRANTY ACCOMPANYING THE SITE OR SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SITE AND SERVICES ON AN 'AS IS'
AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, THAT THE USE OF THE SITE OR SERVICES WILL FULFILL OR MEET ANY OF YOUR LEGAL RESPONSIBILITIES,
WARRANTIES ARISING OUT OF DEALING OR TRADE USAGE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SITE AND SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US SHALL CREATE A WARRANTY.
7.2TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ANY REPRESENTATION, WARRANTY OR LIABILITY IN RELATION TO: (A) ANY THIRD PARTY CONTENT; (B) ANY THIRD PARTY WEBSITE, THIRD PARTY PRODUCT OR SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH OUR SITE OR SERVICES, INCLUDING A THIRD PARTY CONTENT PROVIDER OR AN EXTERNAL SERVICE PROVIDER (SUCH AS, BUT NOT LIMITED TO, ANY TRANSLATION SERVICES OFFERED THROUGH OUR SITE OR SERVICES); (C) THE QUALITY OR CONDUCT OF ANY THIRD PARTY WHOM YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES; (D) UNAUTHORISED ACCESS, USE OR ALTERATION OF YOUR CONTENT; (E) THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS; (F) THE SITE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (G) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF OUR SITE OR SERVICES OR ANY OTHER USER OF THE RADICALI COMMUNITY WILL BE ACCURATE OR RELIABLE; OR (H) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED OR PURCHASED BY YOU THROUGH OUR SITE OR SERVICES WILL BE SATISFACTORY FOR YOUR PURPOSES.
7.3We expressly disclaim any representation or warranty that the Site and Services complies with all applicable laws and regulations outside of Singapore. If you choose to access and/or use the Site or Services outside of Singapore, you expressly acknowledge and agree that you are solely responsible for ensuring compliance with any applicable laws and regulations that may apply in connection with such access and/or use.
7.4Some states or jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. To the extent applicable law requires us to provide warranties, you agree that the scope and duration of such warranty shall be to the minimum extent permitted under such applicable law, and that our liability is limited to the resupply of the Services or the cost of such resupply (if applicable).
8.LIMITATION OF LIABILITY
8.1To the maximum extent permitted by applicable law, in no event shall Radicali or its Affiliates and their respective officers, directors, employees, contractors, agents, suppliers and licensors be liable for any special, incidental, indirect, consequential, or other damages whatsoever (including, without limitation, damages for loss of business, profits, business interruption, loss of data or other information, reputational harm, loss of or corruption to business information, or any other pecuniary loss or damage) arising out of or in any way related to the use of or inability to use the Site or Services, or the provision of or failure to provide technical or other technical support services or otherwise in connection with any provision of these Terms, or Third Party Content, whether arising in tort (including negligence) contract or any other legal theory, even if such person has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
8.2Without limiting the foregoing, the maximum aggregate liability of Radicali, its Affiliates and their respective officers, directors, employees, contractors, agents, suppliers and licensors collectively, to you under any provision of these Terms shall be limited to the amount actually paid by you to Radicali for the Services during the 12-month period immediately preceding the date on which the claim first arose. The existence of more than one claim during the specified term of these Terms will not enlarge the foregoing limit. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law.
8.3For the avoidance of doubt, the limitations of liability set out in this Article 8 shall not in any way limit the liability under any indemnity given in these Terms (including the indemnity set out in Article 11 below).
9.1You agree to indemnify, hold harmless and defend Radicali and its Affiliates and their respective officers, directors, employees, contractors, agents, suppliers and licensors (each an “Indemnified Party”) from and against any and all third party claims, suits, actions, demands, liability, damages and/or costs (including, but not limited to, legal fees) arising from or in connection with (a) your access to and/or use of the Site and/or Services; (b) your breach of any provision of these Terms; (c) your non-compliance of any applicable laws and regulations (including data privacy laws) or third party rights (including intellectual property rights); or (d) your fraud, negligent act, omission or wilful misconduct (collectively “Claim”).
9.2In the event of any such Claim, (a) you shall not enter into any settlement, compromise or other resolution of such Claim without our and the relevant Indemnified Party’s prior written consent; (b) we and the relevant
Indemnified Party shall have sole control of the defense and any settlement, compromise or other resolution of such Claim, without prejudice to the indemnity which we and the relevant Indemnified Party are entitled to pursuant to Section 7.1 above.
11.1Permitted Disclosure. The receiving party must not disclose the disclosing party’s Confidential Information to any person except: (a) representatives, legal advisers, auditors and other consultants of the receiving party requiring it for the purposes of these Terms on a strictly need to know basis; (b) with the express prior consent of the disclosing party; (c) if the receiving party is required to do so by law; or (d) if the receiving party is required to do so in connection with legal proceedings relating to these Terms or any other agreement between the parties.
11.2Disclosure Obligations. Where the receiving party discloses the disclosing party’s Confidential Information pursuant to Clause 13.1(a) or Clause 13.1(b) above, the receiving party must use all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the information except in the circumstances permitted in Clause 13.1 above. Where the receiving party discloses the disclosing party’s Confidential Information pursuant to Clause 13.1(c) or Clause 13.1(d) above, the receiving party will notify the disclosing party of the requirement to disclose as soon as practicable and will provide any assistance reasonably requested by the disclosing party in order to limit the nature and extent of the disclosure required.
11.3Return of Confidential Information. On the disclosing party’s request, and in any event immediately upon the termination of these Terms, the receiving party must immediately deliver to the disclosing party or destroy all documents or other materials containing or referring to the Confidential Information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential Information pursuant to Clause 13.1 above, except to the extent that the receiving party is otherwise entitled to retained the Confidential Information by applicable law or otherwise.
12.1You agree to receive all communications, agreements and notices that we provide in connection with these
Terms and the subject matter of these Terms (collectively “Communications”) via electronic means, including but not limited to, email, text, messaging apps, in-product notifications or by posting them on the Site or through the Services. You further agree that all Communications which we provide to you via electronic means satisfies any legal requirement that such Communications be in writing or be delivered in a particular manner.
12.2All notices required or permitted under these Terms shall be in writing and shall, in the case of a notice to be served by you on us, be sent via email to firstname.lastname@example.org, and in the case of a notice to be served by us on you, be sent via any of the means specified in Section 8.1 above. You shall ensure that all Account contact details provided to us (including but not limited to your email address, phone number) is up-to-date at all times, and if there should be any changes to any of such contact details, you shall promptly notify us of such change. A notice shall, unless the contrary is proved, be deemed to have been duly served, in the case of a notice to be served by you on us, when [you receive an automated message confirming delivery OR it is reflected as having been received by our server], and in the case of a notice to be served by us on you, when it is reflected as having been sent or communicated on our server.
13.TERM AND TERMINATION
13.1Site Visitors. In the case of a Site Visitor, these Terms shall apply for so long as the Site Visitor accesses and/or uses the Site. Notwithstanding the foregoing, we reserve the right to terminate the Site Visitor’s use of the Site and deny the Site Visitor’s access to the Site at any time for any reason at our sole discretion.
13.2Customers. In the case of a Customer, with respect to the Services:
13.2.1these Terms shall take effect from the date set out in the Subscription Plan or the date that the Customer or its Authorised User commences its access to and/or use of the Services, whichever is the earlier, and shall apply up to the expiry of the Initial Service Term as set out in the Subscription Plan, unless terminated earlier in accordance with any of the scenarios set out in Section 13.2.3 to 13.2.5 below;
13.2.2upon expiry of the Initial Service Term, the Subscription Plan will automatically renew for a further period equal to the Initial Service Term (each a “Further Service Term”), unless either party notifies the other party in writing of its intention to terminate, with such notice to be given at least sixty (60) Business Days prior to the expiry of the Initial Service Term or the Further Service Term (as the case may be). Each Further Service Term will be on the same terms as the Initial Service Term, subject to (a) any necessary adjustments to the applicable fees, which you agree and acknowledge shall be based on the then-current applicable fees associated with a subscription plan of a similar tier; and (b) us reserving the right to modify or terminate the features associated with the Subscription Plan. The Initial Service Term together with each additional Further
Service Term will constitute the “Service Term”;
13.2.3we may terminate the Services without cause by providing not less than sixty (60) Business Days’ prior written notice to the Customer;
13.2.4either party may terminate the Services by written notice to the other party (the “defaulting party”) immediately if: (a) the defaulting party is insolvent; (b) the defaulting party commits a material breach of these Terms which is not capable of remedy; or (c) the defaulting party commits a material breach of these Terms which is capable of remedy and the defaulting party fails to remedy such breach within thirty (30) Business Days of being requested by the non-defaulting party to do so. For the avoidance of doubt, any use of the Services by the Customer other than in accordance with these Terms or any failure by the Customer to pay the applicable fees to us when they are due and payable will constitute a material breach of these Terms which is not capable of remedy;
13.2.5without limiting the foregoing, we may terminate the Services by written notice to the Customer immediately if: (a) the Customer undergoes a change of control which results in a competitor, whether actual or potential, of Radicali holding 50% or more of the voting power of the Customer or the surviving entity post- reorganisation; (b) the Customer is in actual or potential breach of any legal or regulatory requirements; (c) the Customer has provided false, incorrect or misleading information, or otherwise withheld information, which is material to the performance of its obligations under these Terms; or (d) the Customer ceases or threatens to cease carrying on its business or substantially the whole of its business.
13.2.6where the Customer is the defaulting party, we may also, without notice: (a) suspend its Account and access to and use of the Services; (b) terminate its Account; and/or (c) pursue any other right or remedy available to us; and
13.2.7subject to Section 13.4 below, upon the termination of the Services and accordingly these Terms: (a) in the event that the Customer is the defaulting party which gave rise to us terminating with cause in accordance with Section 13.2.4 or Section 13.2.5 above, the Customer must pay all applicable fees that would have been due and payable during the remainder of the Service Term (that is, had early termination not occurred) and that have not been paid as at the date of termination; (b) all rights and licences granted under these Terms by us to the Customer will immediately cease and the Customer must immediately stop access to and use of the Services; and (c) no party shall have any claim against the other party for costs, damages, compensation or otherwise, save for any claim by a party against the other party from antecedent breach of any provision in these Terms.
13.3 Non-exclusion. The rights of termination set out in these Terms shall not exclude any rights of termination available at law which are available to us.
13.4Survival. Any provisions in these Terms that expressly or by implication are intended to come into or continue in full force and effect upon the termination of these Terms, including without limitation, Sections 5, 7, 8, 9, 10, 11 and 15 and any other provisions of these Terms to the extent relevant to the interpretation or enforcement of such provisions will survive the termination of these Terms.
13.5Termination or modification of Site and Services. We may, at our discretion, modify or discontinue any of the Site, Services or any part thereof, with or without notice. Neither we nor our Affiliates will be liable to you or any third party for any modification or discontinuance of any of our Services. For example, we may suspend or terminate your access to and use of the Site and Services if you are not complying with these Terms, or if you use our Services in any way that would cause us legal liability or disrupt others’ use of our Services.
14.ADDITIONAL TERMS FOR THE SITE AND/OR SERVICES
14.1AskMICA. If you use AskMICA, you also accept the additional terms applicable to AskMICA as they may be made available on the AskMICA platform from time to time.
14.2Compliance Support Services. If you use the compliance support services (“Compliance Support Services”), you also accept the additional terms applicable to such Compliance Services as set out in this Section 14.2 or such terms made available to you from time to time:
14.2.1the Compliance Support Services are strictly limited to the scope of engagement as agreed between you and us prior to the commencement of such services. We are not in anyway obliged to opine on any other transactions undertaken by you or any third party which are not directly the subject of the scope of engagement, nor are we obliged to draw your attention to subsequent modifications of applicable laws and regulations after the date of rendering our opinion;
14.2.2you acknowledge that we reserve the right to select and use such persons (including our employees, third party consultants) as we may determine in our sole discretion to provide you the Compliance Support Services based on the scope of engagement, and you have no right to dictate such selection and usage;
14.2.3you represent and warrant that all information and documentation provided to us is accurate, complete and reliable, and provided to us on a timely basis in order for us to perform our obligations in relation to the Compliance Support Services. You acknowledge that our ability to perform our obligations may depend upon the accuracy and timeliness of such cooperation;
14.2.4to the maximum extent permitted by applicable, we hereby disclaim all warranties and conditions, either express, implied, or statutory, including, but not limited to, any implied warranties that the use of the
Compliance Support Services will fulfil or meet any of your legal responsibilities, nor is any opinion rendered by us as part of the Compliance Support Services intended to act, or be construed, in any way as legal, financial, investment, taxation, accountancy, medical or other professional advice;
14.2.5all opinion rendered by us as part of the Compliance Support Services (including written reports) is rendered for your benefit only strictly for the purposes contemplated in the scope of engagement, and may not be disclosed to or relied on by any other party or for any other purpose without our prior written consent;
14.2.6you acknowledge that Radicali and its Affiliates may be required to comply with applicable anti-money laundering and countering the financing of terrorism laws and regulations, including but not limited to, the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A) of Singapore (collectively 'AML Laws') and to report suspicious transactions to relevant authorities under the AML Laws (which designates various offences, including the evasion of direct or indirect taxes, as serious offences for which suspicious transaction reporting is mandatory), and in the event any information comes to the knowledge of Radicali or, as the case may be, its Affiliates in the course of its performing of its obligations in relation to the Compliance Support Services which falls within the scope of such reporting requirements, such report shall not be treated as a breach of any restriction upon the disclosure of information imposed by law, these Terms or otherwise.
15.1Entire Agreement. These Terms (including any other notices, policies, disclaims and terms referred to in these
15.2Waivers; Non-Contractual Remedies; Preservation of Remedies. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof of the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.
15.3Severability of Provisions. If any provision or any portion of any provision of these Terms or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of these Terms, and the application of such provision of portion of such provision as is held valid or enforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.
15.4No Partnership. Nothing contained or implied in these Terms constitutes a party, the partner, agent or legal representative of another party for any purpose or creates any partnership, agency or trust, and no party has any authority to bind another party in any way.
15.5Consent to Specific Performance. The parties agree that it might be impossible to measure in money the damages which would accrue to a party by reason of failure to perform certain obligation hereunder. Any such party shall, therefore, be entitled to seek injunctive relief, including specific performance, to enforce such obligation and if any action should be brought in equity to enforce any of the provisions of these Terms, none of the parties shall raise the defence that there is an adequate remedy at law.
15.6Force Majeure. No party will be liable for any delay or failure in performance of its obligations under or in connection with these Terms (other than payment obligations) due to circumstances beyond its reasonable
control including acts of God, disease, pandemic, war, terrorism or the public enemy, riot, civil commotion or sabotage, expropriation, condemnation of facilities, national or state emergency or other governmental action, strikes, lockouts, work stoppages or other such labour difficulties, floods, droughts or other severe weather, fires, explosions or other catastrophes or accidents causing damage to or destruction, in whole or in part, of the equipment or property necessary to provide the Site or Services, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, inability to secure products or services from other persons or entities (including the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, hosting infrastructure service providers, suppliers or subcontractors) or power failures.
15.7Publicity Right. You acknowledge and agree that we may identify you as a client of Radicali in our promotional materials, and for that purpose, you grant to us a non-exclusive, royalty-free, worldwide, fully paid-up licence to use and display your name, trademarks, trade names, service marks, symbols, signs, slogans, logos or other markings or names owned by or associated with you in press releases, public announcements, customer lists, website listings of customers, presentations, case studies, blog posts and other promotional and marketing- related activities and materials.
15.8Successors and Assigns. You may not assign, novate or transfer all or any part of your rights or obligations under these Terms without our prior written consent (which may be withheld at our sole discretion); any attempted assignment, novation or transfer by you without complying with the foregoing shall be void. For the avoidance of doubt, we may freely assign, novate or transfer all or any part of our rights or obligations under these Terms. Subject to the foregoing, these Terms shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.
15.9Contracts (Rights of Third Parties) Act. Save for our Affiliates and third party licensors, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any provision of these Terms.
16.1These Terms shall be governed by, and construed, in accordance with, the laws of Singapore without giving effect to any principles of conflict of laws.
17.1In the event of any disputes, controversies, or differences arising out of or in connection with these Terms, including any question regarding its existence, validity or termination (a 'Dispute'), the parties agree to first meet and discuss in good faith to reach a possible resolution thereof.
17.2If the parties are still not able to resolve the Dispute by good faith negotiations within fourteen (14) Business Days of the start of such discussions, then the Dispute shall be submitted to the Singapore Mediation Centre for resolution. The Dispute shall be referred within fourteen (14) Business Days from the time they arose, in accordance with the Mediation Procedure for the time being in force, unless any of the parties serve a written notice on all the other parties and the Singapore Mediation Centre stating that it does not agree to submit the matter to mediation. The parties agree to participate in mediation in good faith and undertake to abide by the terms of any settlement reached.
17.3In the event that the Dispute cannot be resolved by according to the procedure above, then the Dispute shall finally be submitted to the non-exclusive jurisdiction of the courts of Singapore.
18.DEFINITIONS AND INTERPRETATION
18.1Definitions. In this Agreement, unless the subject or context otherwise requires, the following terms and expressions shall have the following meanings respectively ascribed to them:
“Affiliates” means, as to any person (the 'Subject'), any person that, directly or indirectly, controls, is under common control with, or is controlled by, the Subject, where such control is by the power, directly or indirectly, to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise; and for the purposes of this definition, the term 'control' when used with respect to any specified person means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of such specified person, whether through the ownership of voting shares or by contract or otherwise.
“API” means the application programming interface materials (including, but not limited to, specifications, subroutine definitions, software libraries, remote calls, protocols, tools and any and related documentation) which enable a software developer with requisite skills to create or modify applications.
“Business Day” means a day on which banks in Singapore are open for general banking business (excluding Saturday, Sunday or public holidays).
“Business Hours” means 8:00 a.m. to 6:00 p.m. Singapore time on a Business Day.
“Confidential Information” means, (a) in relation to Radicali as the disclosing party, information comprised in the Site, Services and APIs; and (b) any other information of a party, in any form, disclosed by or on behalf of the disclosing party (whether before, on or after the effective date of these Terms), the provisions of these Terms, and including but not limited to (i) information which is designated or indicated as being the proprietary or confidential information of the disclosing party; (ii) information derived or produced partly or wholly from the foregoing information including any calculation, conclusion, summary or computer modelling; and (iii) information which is capable of protection at law or equity as confidential information, but does not include the Excluded Information.
“Embedded Software” means any third party software embedded in or provided with the Services.
“Excluded Information” means all information: (a) which is in or becomes part of the public domain other than through a breach of these Terms or an obligation of confidence owed to the disclosing party; (b) which the receiving party can prove by contemporaneous written documentation was already known to it at the time it was received from the disclosing party, unless such knowledge arose from the disclosure of information in breach of an obligation of confidence; or (c) which the receiving party acquires from a source other than the disclosing party where such source is entitled to disclose such information.
“Free Product” means a Service for which we do not charge any fees in relation thereto, which includes AskMICA.
“Government Agency” means any governmental, semi-governmental, administrative, fiscal, judicial or quasi- judicial body, department, commission, authority, tribunal, agency or entity.
“Initial Service Term” has the meaning ascribed to it in the Subscription Plan.
“Objectionable Material” means any material which is: (a) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; or (e) discriminatory based on, including but not limited to, race, gender, colour, religious belief, sexual orientation, disability.
“Open Source Software” means software (or a component of software) which is subject to an open source software licence.
“personal data” has the meaning ascribed to it in the Personal Data Protection Act of Singapore (2012).
“Virus” means any thing or device (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any
telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any program or data (whether by re- arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
“Withholding Tax” means all kinds of taxes, levies, imposts, charges and duties (excluding goods and services tax, stamp or transaction taxes or duties) imposed, levied or assessed by any Government Agency together with any related interest, penalties, fines and expenses in connection with them.
18.2.1References to Articles and Sections are to articles and sections of these Terms.
18.2.2References to any enactment (meaning any statute or statutory provision of Singapore or elsewhere and any subordinate legislation made under any such statute or statutory provision) shall be construed as references to: (i) any enactment which that enactment has directly or indirectly replaced (whether with or without notification), and (ii) that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the effective date of these Terms.
18.2.3The headings in these Terms are for convenience only and shall not affect the construction or interpretation of these Terms.
18.2.4References to “Terms” and 'athese Terms'a are references to these Terms, amended in writing from time to time.
18.2.5Words importing the singular include the plural and vice versa, words importing any gender include any gender, words importing persons include bodies corporate and unincorporated and references to time shall mean Singapore time.