2. Our purpose
We have designed MICA, which stands for My Intelligent Compliance Assistant, as a powerful and agile regulatory change management solution that makes it easier for compliance professionals to manage regulatory change for the organizations they represent. As part of this mission, we also want to make regulations easier to understand and work with and to that end, we have also developed AskMICA, which is our community-based platform that facilitates knowledge and information sharing between professionals. (“AskMICA”).
3. Using our Services
You are responsible for safeguarding and maintaining confidentiality of your login credentials to our Services and your account information. You are responsible for activity on your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account via email@example.com . You may not use anyone else’s account at any time, without the permission of the account holder. You agree to ensure that you successfully log out from your account at the end of each session. If there is reason to believe that there is likely to be a breach of security or misuse of your account, we may request you to change the password or we may suspend your account without any liability to us, for as long as we deem appropriate in the circumstances. We shall not be liable for any loss or damage arising from your failure to comply with this provision.
4. Your Content
By using our Services, you may provide us with text, file, attachments and other information (“your Content”). You retain ownership of your Content. You can remove your Content by deleting it. However, in certain instances, some of your content may not be completely removed. We are not responsible or liable for the removal or deletion of any of your content, or the failure to remove or delete such content.
If you use AskMICA, our community feature, you may also share posts, texts, links and other information (“your AskMICA content”) with others publicly. You acknowledge and agree that, as part of using AskMICA, your AskMICA content may be viewed by the general public. As part of our mission to improve the pool of knowledge on regulatory compliance, all questions posted on AskMICA belong to the community. You acknowledge and agree that, as part of using AskMICA, questions you post or publish will remain available and accessible on MICA even if your account is temporarily deactivated or permanently deleted. Excepting questions, you can remove your AskMICA content by deleting it.
If you use AskMICA, you may edit or delete your answer at any time from public display upon posting it in response to a question. However, we may not always be able to control removal of the answer in some cases. We may remove suspected spam from your answers. Once you post a question, it may be edited or deleted by us or by other users at any time. The right for RADICALi to copy, display, transmit, publish, perform, distribute, store, modify, and otherwise use any question you post, and sublicense those rights to others, is perpetual and irrevocable, to the maximum extent permitted by law, except as otherwise specified in this Agreement.
5. Licence to use your content
By using our Services, you agree to grant us the following non-exclusive license: A worldwide, royalty-free, transferable and sublicensable right to use data, information and content about your use of our Services for our research and product development purposes, including 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 other party without any further consent, notice and/or compensation to you or others. Our rights under this clause will survive termination or expiry of the Agreement and title to, and all Intellectual Property Rights in Analytical Data is and remains our property.
You understand that we may modify, adapt, or create derivative works from your AskMICA Content in order to transmit, display or distribute it over computer networks, devices, service providers, and in various media. We also may remove or refuse to publish your AskMICA Content, in whole or part, at any time. You further give us the permission and authority to act as your nonexclusive agent to take enforcement action against any unauthorized use by third parties of any of your AskMICA Content outside of the MICA Platform or in violation of our Terms of Service.
6. Your Responsibilities for your Content.
By posting your Content and your AskMICA content on our Products and / or Services, you represent and warrant to us that:
7. Our Content
All intellectual property in or related to our Services (specifically including, but not limited to our software, the RADICALi logo, but excluding your Content and your AskMICA content) is the property of RADICALi Pte Ltd., or its subsidiaries and affiliates, or content posted by other users licensed to us (collectively “Our Content”). All data RADICALi collects, including Analytical Data, (“Data”) about use of the MICA Platform by you or others is the property of RADICALi., its subsidiaries, and affiliates. For clarity, Data does not include your Content or your AskMICA Content and is separate from Our Content.
8. Our License to you
9. Your obligations
You may only use our Services as permitted by law, including all applicable international laws and regulations. Do not:
10. Reporting Violations
If you believe your intellectual property rights or other violations of RADICALi’s policies or applicable laws have occured, please write to us directly at firstname.lastname@example.org . We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies and applicable law.
11. No editorial control of Third Party Content
Our Services may contain content from or hyperlinks to other sites owned and operated by third parties. Such content and hyperlinks are provided only for ready reference and ease of use. We do not control such web sites and cannot be held responsible for the accuracy, quality or integrity of such content and do not endorse these sites unless we specifically so state. In the event Our Services provides content from or hyperlinks to other web sites that are not owned, operated or maintained by us, you acknowledge and agree that we have no editorial control or responsibility for the content on or available from such web sites. Therefore, any content, opinions, statements or other information expressed or made by third parties on our Services are those of such third parties. We do not represent or endorse and cannot guarantee the accuracy or reliability of any content, opinion, statement or other information provided by any third party, or represent or warrant that your use of such content displayed on Our Services or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with us. We are under no obligation to maintain any content or link on Our Services and may remove content or a link at any time in our sole discretion for any reason whatsoever. We shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content or other materials available on or through any such third-party web sites.
12. More About Certain Offerings on MICA
13. Termination or Modification of Services
We may, at our discretion, modify or discontinue any of Our 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, 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. If we suspend or terminate your use of Our Services, we will try to let you know in advance and help you retrieve data, though there may be cases where we may suspend immediately.
14. DISCLAIMERS AND LIMITATION OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF RADICALI TO YOU. “RADICALI” MEANS RADICALI PTE LTD., AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
i). WE ARE PROVIDING YOU OUR SERVICES, ALONG WITH OUR CONTENT AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, RADICALI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
ii). RADICALI MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: a) CONTENT POSTED BY ANY USER OR THIRD PARTY; b) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH OUR SERVICES, INCLUDING A THIRD-PARTY CONTENT PROVIDER, AN EXTERNAL SERVICE PROVIDER OR LEGAL CONTRIBUTOR; c) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF OUR SERVICES; OR d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT AND/OR YOUR ASKMICACONTENT. RADICALI MAKES NO WARRANTY THAT: (a) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (b) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF OUR SERVICES, A LEGAL CONTRIBUTOR, OR ANY OTHER USER WILL BE ACCURATE OR RELIABLE; OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED OR PURCHASED BY YOU THROUGH OUR SERVICES WILL BE SATISFACTORY.
iii). YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, RADICALI WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, RADICALI SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, OUR SERVICES
iv). YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES IS TO STOP USING OUR SERVICES.
v). WITHOUT LIMITING THE FOREGOING, RADICALI’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH OUR SERVICES OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO RADICALI IN CONNECTION WITH OUR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
vi). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART, TO THE EXTENT DAMAGES ARE THE RESULT OF RADICALI’S NEGLIGENT, FRAUDULENT, RECKLESS, OR INTENTIONAL MISCONDUCT.
You agree to hold harmless, release, indemnify, and defend Radicali Pte. Ltd. and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claim, suit or action (including reasonable attorneys’ fees) arising from or related to i) your use of Our Services, ii) Your Content, iii) your AskMICA Content, iv) your conduct or interactions with other users of the MICA Platform, or v) your breach of any part of this Agreement. We will notify you of any such claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.
16. General Terms
We may amend this Agreement (including any policies that are incorporated into this Agreement) at any time, in our sole discretion. If we amend material terms to this Agreement, such amendment will be effective after we send you notice of the amended agreement. Such notice will be at our sole discretion, and the manner of notification could include, for example, via email, posted notice on our websites or Products, or other manner. You can view the Agreement and our main policies at any time here. Your failure to cancel your account, or cease use of Our Services, after receiving notification of the amendment, will constitute your acceptance of the amended terms. If you do not agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your account or to cease use of Our Services.
Any feedback you provide with respect to Our Services shall be deemed to be non-confidential. We shall be free to use such information on an unrestricted basis. Further, by submitting the feedback, you represent and warrant that (i) your feedback does not contain confidential or proprietary information of you or of third parties; (ii) You are not under any obligation of confidentiality, express or implied, with respect to the feedback; (iii) Our Website may have something similar to the feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind for the feedback under any circumstances, unless specified. As stated elsewhere, under no circumstances shall we be held responsible in any manner for any content provided by other users or third parties even if such content is offensive, hurtful or offensive. Please exercise caution while accessing Our Services.
18. Entire Agreement
19. Governing Law
20. Use Outside of Singapore
RADICALi expressly disclaims any representation or warranty that Our Services complies with all applicable laws and regulations outside of Singapore. If you use the Our Services outside of Singapore, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of Our Services .
The following provisions will survive expiration or termination of this Agreement: Section 4 (your Content), Section 5 (Licence to use your content), Section 6 (Your responsibilities for your content), Section 7 (Our Content), Section 11(Termination), Section 14 (Disclaimers and Limitation of Liability), Section 15 (Indemnification), Section 16 (General Terms) and Section 17 (Feedback).
You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
23. Electronic Communications
You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing. All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us, by you via email@example.com. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
24. Entire Agreement/ Severability
This Agreement supersedes all prior terms, agreements, discussions and writings regarding Our Services and constitutes the entire agreement between you and us regarding Our Services (except as to services that require separate written agreement with us, in addition to this Agreement). If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.
No waiver of any terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
26. Contact Us
If you have any questions about these Terms, please contact us at firstname.lastname@example.org