1. Application and acceptance of terms
1.2. By accessing and using the Network, the User shall be deemed to have accepted to be legally bound by the Terms, which may be amended from time to time. By continuing to access or use the Services or the Network, the User agrees that the Terms (as amended from time to time) will apply to the User.
1.3. Where any translation of the English language version of the Terms is made available, the User agrees that the translation is provided for convenience only and that the English language version will govern the User’s access to and use of the Services or the Network.
1.4. The User may be required to enter into separate agreement(s), whether online or offline, in respect of its access to or use of any of the Services (or features within the Services) from time to time (each an “Additional Agreement”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service (or feature within the Service) concerned.
1.5. The Terms shall not be modified or varied, provided always that the Company may from time to time modify, vary or replace the Terms with an amended or new version of the Terms.
2. Provision and access to the Network and Services
2.1. Subject to the acceptance of these Terms, the User may access the Network (“Network Access”) through the Participating Platform and use the Services which include:
(a) Listing, publishing, searching, enabling cross-platform buying / selling, matching, and other procurement to fulfillment services, enabled via the Participating Platform.
(b) Access to Third Party Services (marketplace services, e.g., financing, logistics and transportations services, etc.)
Utilisation of marketplace services will be subject to additional terms and conditions between the User and the Third Party Service Providers.
2.2. Upon Network Access being granted to the User, the User shall have a non-exclusive, non-transferable right to access and use the Services solely for the purposes of the User’s business (the “Purpose”).
2.3. The Company reserves the right to, without prior notice, suspend, restrict, or terminate a User’s access to or use of the Network and/or any of the Services (or any features within the Service) in the event that: (a) the agreement between the Company and the Participating Platform in respect of the Services and Network Access is terminated or suspended for any reason; or (b) in the Company’s reasonable determination, it is necessary to protect the Network, the Services, and any other User or participating platform with access to the Network. The Company shall not be liable to any person for any losses or damages arising from or in connection with such suspension or termination.
2.4. Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for all Users.
2.5. The User agrees that any and all use of the Services and activities that occur under its Network Access (including without limitation, posting any company or product information, clicking to accept any additional agreements or rules, or subscribing to any services) will be deemed to have been authorised by the User.
2.6. The User acknowledges that any improper usage or sharing of Network Access with other persons which is not expressly permitted under these Terms (collectively, “improper use”), may cause irreparable harm to the Company or other User of the Network. User shall indemnify the Company (including each of their affiliates, directors, employees, agents and representatives) against any loss or damages (including but not limited to loss of profits) suffered as a result of the improper use.
2.7. Support services: Any issues or inquiries relating to the Services may be communicated by the User to the Participating Platform which will work directly with the User to trouble-shoot and triage the issue. The Participating Platform may request assistance from the Company.
2.8. The Services, Associated Materials (defined in clause 10 below) and/or other materials or policies relevant to the Services may be modified from time to time by the Company, and/or such other third party service provider(s) as may be engaged by the Company. The Company will endeavour to communicate such modifications to the User by way of email, the support portal, release notes, and/or via the Services. Modifications may include optional new features for the Services, which will be available for use subject to the then-current Associated Materials and/or other supplemental document.
Description of the Services (including support), which may be amended from time to time. User’s right to access and use the Services is solely for the User’s business.
The Company may suspend or terminate User’s access to the Network or Services in certain circumstances. User is responsible for any improper usage or sharing of Network Access.
3. All Users
3.1. The User shall not:
(a) offer access to or use of the Network and Services to any third party;
(b) sell, resell, license, distribute, sublicense, lease or outsource any of the Services;
(c) use the Network to store, transmit or make available any unlawful material, or to store, transmit or make available any material in violation of any third-party intellectual property or privacy rights;
(d) incorporate, introduce or store any Malicious Material on the Network or use the Services or the Network to spread or transmit any Malicious Material;
(e) interfere with or disrupt the integrity or performance of any of the Services, the Network or third-party data contained therein;
(f) attempt to gain unauthorised access to any part of the Network or its related systems or networks, or use any Service to access or use any of the Company’s intellectual property which is not contemplated under these Terms;
(g) modify, copy or create derivative works based on a Service or the Network, or any part, feature, function or user interface thereof;
(h) permit direct or indirect access to the Network or use of any Service in a way that circumvents any restrictions set by the Company; and
(i) disassemble, reverse engineer, or decompile any Service or the Network, including any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Service or access to the Network (“Network Content”) or access it to build a competitive product or service, or build a competitive product or service using similar ideas, features, functions or graphics of the Service or the Network, or copy any ideas, features, functions or graphics of the Service or the Network, or to determine whether either the Service or the Network are within the scope of any patent. For the avoidance of doubt, any systematic retrieval of information or content available through the Service or Network to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through automatic or manual processes) without written permission from the Company is prohibited.
For the purposes of clause 3.1(d), “Malicious Material” includes (i) any material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) any automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Network and/or the Services; and/or (iii) any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Network, Services or their contents.
3.2. As a condition of the User’s access to and use of the Services, the User shall agree that it will comply with all applicable laws and regulations when accessing or using the Services.
3.3. By submitting, posting or displaying (whether through the Participating Platform or otherwise) any data, information, content or material (“User Content”) on the Network, and to the extent permitted under applicable laws, the User agrees to grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to the Company and the Company’s service providers (to the extent necessary for the Services or operation of the Network) to display, process, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and/or otherwise use any or all of the User Content in any form, media, or technology in any manner and for any purpose which may be relevant or beneficial to the Company, the Network (including the creation of analyses described in clause 3.4 below), the provision of any Services, and/or the business of the User. The User confirms and warrants to the Company that it has all the rights, power and authority necessary to grant the above license. The User acknowledges and agrees that any information that is protected under data protection laws will only be used and kept in compliance with those laws.
3.4. The Company may use the User Content, together with other information derived from the use of the Network, to create analyses. Such analyses will anonymize and aggregate the aforementioned data and will only be used for the following purposes:
(a) product improvement and development of new products and services;
(b) improving resource allocation and support;
(c) internal demand planning;
(d) training and developing machine learning algorithms;
(e) improving product performance;
(f) verification of security and data integrity; and
(g) identification of industry trends and developments, creation of indices and anonymous benchmarking.
3.5. The User agrees and acknowledges that:
(a) it may not access or use the Services or the Network and may not accept the Terms if the User is not permitted to receive any Services under the applicable laws of any countries / regions including the country / region in which the User is resident or from which the User accesses and uses the Services and the Network;
(b) the Company does not control, pre-screen, endorse, verify or otherwise certify any content (including User Content) that is submitted, uploaded, posted, transmitted or otherwise made available by Users through or on the Network;
(c) the Company is entitled, but not obliged, to actively monitor or exercise any editorial control over the content of any message, material or information (including User Content) uploaded, posted, transmitted, or otherwise made available on or through the Network or Services;
(d) it shall be solely responsible for the contents of its User Content and other communications on the Network and may be held legally liable or accountable for the content of their comments or other material or information, and shall obtain all necessary third party licenses and permissions relating to the use, disclosure, or transmission of such User Content;
(e) it shall maintain appropriate security standards access to the Network, and shall be solely responsible for any breach of the terms of this Agreement arising or resulting from the access and use of the Services or the Network;
(f) the Company (and such other person authorised by the Company) shall be permitted to audit the User’s usage of the Services; and
(g) the Company shall not be held responsible or liable for any damages, losses, costs, expenses, liabilities or compensation whatsoever (whether direct, indirect, special or consequential or economic loss and whether foreseeable or not) arising from or in connection with the access and/or use of the Network by Users.
3.6. The Company reserves the right to remove, delete, suspend, reject or move any User Content from the Network which it determines, in its sole discretion, violates any of the terms of any Terms, could subject the Company or its affiliates to liability, or is otherwise inappropriate or objectionable. The Company shall not be liable to any person for any losses or damages arising from or in connection with any such action taken.
3.7. As part of the Services, Users may be allowed access to content, products or services offered by third parties (collectively, “Third Party Services”) through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ websites (“Third Party Websites”). The User acknowledges that the Company shall in no circumstances be considered to be associated or affiliated in whatever manner with the providers of such Third Party Services or any trade or service marks, logos, insignia or other devices used or appearing on the Third Party Websites. The Company has no control over and does not monitor such Third Party Websites, and shall not be responsible or liable to the User or any other person or entity for such Third Party Website or any Third Party Services made available on or through such Third Party Website.
3.8. The User shall agree not to undertake any action which may undermine the integrity of any feedback system available as part of the Services, such as leaving positive feedback for itself using secondary customer accounts or through third parties or by leaving unsubstantiated negative feedback for another user of the Network.
User shall not undertake any act or conduct which is prohibited under these Terms, and shall apply with all applicable laws when accessing or using the Services.
The Company shall be permitted to use User Content for the purposes described in these Terms, and reserves the right to remove, reject or move User Content.
Third Party Services are not associated or affiliated with the Company.
4. User’s responsibilities
4.1. The User represents, warrants and agrees that (a) it has full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; and (b) its access and use the Services will be for the Purpose only. For purposes of this provision, a branch or liaison office will not be considered a separate entity and the User’s principal place of business will be deemed to be that of its head office.
4.2. The User will be required to provide information about its entity, business or products/services as part of its access and use of the Network and Services. The User represents, warrants and agrees that (a) such information is true, accurate, current and complete, and (b) it will maintain and promptly amend all information to keep it true, accurate, current and complete.
4.3. Each User represents, warrants and agrees that:
(a) it is solely responsible for observing all applicable laws and regulations in its respective jurisdiction(s) to ensure that all access and use of the Network and Services are in compliance with the same;
(b) it shall carry on its activities on the Network in compliance with the Terms, any applicable Additional Agreements, and any applicable laws and regulations; (c) the Network and Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use;
(d) any User Content that it submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party;
(e) it has the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and that such sale, trade, distribution or export or offer does not violate any third party rights; and
(f) it, its directors, officers, controllers, affiliates, and the legal jurisdiction in which any of the foregoing persons or entities is organized or has operations in are not the subject of any trade restrictions, sanctions or other legal restrictions enacted or imposed by any country, international or regulatory body or jurisdiction.
(g) it shall conduct its business transactions with other Users in good faith;
(h) it shall not use the Services or Network to defraud any person or entity, impersonate any person or entity, or misrepresent itself or its affiliation with any person or entity;
(i) it shall not engage in any other unlawful activities, or encourage or abet the same;
(j) it shall not copy, reproduce, republish, post, distribute, transmit, exploit or expropriate any content on the Network, including proprietary directories, databases and listings, unless with the prior written consent of the Company;
(k) it shall not introduce or attempt to introduce any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
(l) it shall not be involved any scheme to undermine the integrity of the data, systems or networks used by the Company and/or any user of the Network or gain unauthorized access to such data, systems or networks;
(m) the User Content that it submits, posts or displays shall:
(i) be true, accurate, complete and lawful;
(ii) shall not be false, misleading or deceptive, or contain information that is defamatory, libellous, threatening or harassing, discriminatory or promotes discrimination, obscene, objectionable, or offensive;
(iii) shall not contain information which is not legally available, or which is procurement-sensitive, proprietary, or classified, where there is reason to believe that possession of such information is unauthorized, illegal, or unethical;
(iv) not violate these Terms and/or the terms of any applicable Additional Agreements;
(v) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
(vi) not contain any link directly or indirectly to any other websites which includes any content that may violate the Terms;
(n) all documents and other information which it provides or submits to the Participating Platform for the purposes of the Participating Platform conducting its verification in respect of the User are true, accurate, current, complete and not misleading.
4.4. Each User agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the Company’s provision of the Services, evaluating whether the User has breached the Terms and/or handling any complaint against the User. If the User’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, the Company shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.
User warrants that, among other things: it will use the Services for the purposes of its business (and not for individual consumers or personal use) and in accordance with applicable laws; all User Content and other information submitted by the User shall be true, complete and shall not infringe any applicable laws or third party rights.
5. Transactions between buyers and sellers
5.1. Through the Network, the Company facilitates the listing and exchanging of information between buyers and sellers of B2B goods and services. For the avoidance of doubt, the Network does NOT provide or serve as a transaction platform for Users to place, accept, conclude, manage and fulfil orders for the provision of goods and services (collectively, “Buy / Sell Transactions”), which will instead be processed and carried out between the Users directly or on the respective Participating Platforms on which the respective Users are registered. For any Services, the Company does not represent either the seller or the buyer in any Buy / Sell Transaction. The Company does not control, make any representation or warranty in respect of, and is not liable or responsible for, the merchantability, quality, safety, lawfulness or availability of the products or services offered for sale listed on the Network, the ability of the sellers to complete a sale, or the ability of buyers to complete a purchase.
5.2. The User agrees and acknowledges that the Company does not verify the identity of each User and instead relies on each Participating Platform to conduct their respective verifications in respect of Users.
5.3. Users accessing or using the Network and/or the Services shall assume the risks of conducting any Buy / Sell Transactions with any other User. Users accessing or using the Network and/or the Services shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the products or services that are the subject of any Buy / Sell Transactions. Examples of such risks shall include, without limitation, misrepresentation of goods and services, non-merchantability, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment or non-completion (including without limitation due to suspension, restriction or termination of any User’s use or access to the Network and/or Services), cost mis-calculations, breach of warranty, breach of contract, transportation accidents, violation of third party rights arising from the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services, and the risk that the User may incur costs of defense or other costs in connection with third parties’ assertion of such third party rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to the assertion of rights, demands or claims by claimants of third party rights. The Company is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with such risks.
5.4. In the event that any User has a dispute with any party to a Buy / Sell Transaction, the User agrees to release and indemnify the Company (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the Buy / Sell Transaction.
5.5. Without prejudice to any other provisions of the Terms, a User who has a dispute with any party to a Buy / Sell Transaction may seek the Company’s assistance by raising such dispute to the Company within a specified time period as described in the “Proxtera Operations Rulebook” (if applicable), in which case the Company may in its sole discretion suggest and/or implement an appropriate resolution to such dispute (such resolution to be effected by the Participating Platform and/or other platform as may be directed by the Company), without any liability or cost on the part of the Company. The details, conditions and procedure for obtaining such assistance from the Company shall be as described in the “Proxtera Operations Rulebook” as made available and amended by the Company from time to time.
5.6. Purchase Order Terms: To facilitate the provision of the Services and operation of the Network, the Company may from time to time provide the User with a disclaimer, or a link or reference thereto, which the User acknowledges and agrees shall be included on or appended to any purchase order submitted by the User onto the Network, before such purchase order is delivered and/or made accessible to the intended recipient (i.e. another User) on the Network.
The Network and Services facilitate the listing and exchange of information on buyers and sellers of B2B goods and services, and does not function as a transaction platform to accept or conclude orders of such B2B goods and services. The Company shall not be liable or responsible in respect of any goods or services, or verification of Users. Each User assumes the risk of conducting any transactions with other Users.
6. Breaches by User
6.1. In the event of breach of any Terms by a User, or if the Company has reasonable grounds to believe that a User is in breach of any Terms, the Company shall have the right to take such actions as it deems appropriate, including without limitation: (i) suspending or terminating a User’s Network Access without liability for any losses or damages arising out of or in connection with such suspension or termination; and (ii) removing any User Content (including listings or requests for goods and services) that the User has submitted, posted or displayed on the Network.
6.2. Without limiting the generality of the provisions of the Terms, a User would be considered as being in breach of the Terms in any of the following circumstances:
(a) upon complaint or claim from any third party, the Company has reasonable grounds to believe that such User has wilfully or materially failed to perform its contract with such third party;
(b) the Company has reasonable grounds to suspect that any information provided by the User (including User Content) is untrue, inaccurate, or misleading;
(c) the Company has reasonable grounds to believe that the User’s actions may lead to financial loss or legal liability to the Company or its affiliates or any other Users.
6.3. The Company reserves the right to cooperate fully with governmental, regulatory, or law enforcement bodies, and/or injured third parties in the investigation of any suspected criminal activity or civil wrongdoing by a User. If requested by a governmental, regulatory or law enforcement body or an injured third party, or required as a result of any judgment or enforcement action, the Company may, to the extent permitted by applicable laws and regulations, disclose the User’s identity, contact information and/or information regarding the User’s activities carried out on or via the Network. The Company shall not be liable for damages or results arising from such disclosure, and User agrees not to bring any action or claim against the Company for such disclosure.
6.4. The User agrees to defend and indemnify the Company (including each of their respective affiliates, directors, employees, agents, licensors and representatives) and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with the User’s submission, posting or display of any User Content, from its access to or use of the Network or Services, or from the User’s breach of the Terms or any Additional Agreements. Each User hereby further agrees to indemnify and hold harmless the Company, its affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations, warranties, and undertakings made by such User to the Company, including but not limited to those set out in clauses 3 and 4 of these Terms.
6.5. The User agrees that the Company is not responsible and shall not be liable to the User or any other person or entity for any User Content or other material transmitted through the Network or Services (including without limitation any fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material) and that the risk of loss or damage from such User Content or other material shall be borne entirely by the User. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event such User shall cooperate with the Company in asserting any available defenses.
Breaches of these Terms by a User will allow the Company to take action including suspending or terminating the User’s Network Access. User shall be responsible for its own User Content, and indemnify the Company against any loss arising from such User Content, Network Access, and breach of these Terms.
7. Limitation of liability
7.1. To the maximum extent permitted by law, the Services on or through the Network are provided “as is” and the Company hereby expressly disclaims any and all warranties, whether express or implied, including but not limited to, merchantability, fitness for a particular use or purpose, accuracy of informational content, systems integration, non-interference with enjoyment, and non-infringement of third party rights, results to be derived from the use of or integration with the Services, and/or that the Services will be secure, uninterrupted or error free. All such warranties, representations, conditions, and undertakings are hereby excluded. No advice or information, whether oral or written, obtained by any User from the Company or through or from the Network or Services shall create any warranty not expressly stated herein.
7.2. To the maximum extent permitted by law, the Company makes no representations or warranties in respect of:
(a) the accuracy, correctness, completeness, reliability, or currency of any information (including User Content) provided on or through the Network;
(b) any product or service listed or displayed on the Network, including without limitation whether the manufacture, importation, export, distribution, offer, listing, display, purchase, sale and/or use of such products or services violates any third party rights.
7.3. Any data, information or material downloaded from or otherwise obtained through the Network or Services is done at each User’s sole discretion and risk and each User is solely responsible for any damage to its own or to the Company’s computer or network systems, or any loss of data that may result from the download of any such material.
7.4. To the maximum extent permitted by law, the User and the Participating Platform agree that the Company shall not be liable for any direct, indirect, special, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise, resulting from or in connection with the User’s usage and access of the Network and/or the Services.
7.5. The Company does not make any representation or warranty in respect of Third Party Services and shall in no event be responsible or liable for any Third Party Services.
7.6. Without prejudice to any provision under these Terms, in the event that the Company is held to be liable to the User (arising from a final arbitral award or final judgment by a court of competent jurisdiction), the User unconditionally agrees that the aggregate liability of the Company, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each User for all claims arising from the access to or use of the Network or Services shall be limited to the amount of fees the User has paid for the access to or use of the Network or Services.
7.7. The limitations and exclusions of liability stipulated under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not the Company has been advised, was aware or should have been aware, of the possibility of any such losses arising.
The Company makes no warranties about the Network, Services, or any information or goods or services displayed via the Network / Services. In the event the Company is held liable to the User, such liability shall be limited to the amount of fees paid by the User for its Network Access.
8. Data Policy
8.1. For the purposes of these Terms, “Personal Data” means any information, whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly, indirectly, and certainly identify an individual.
8.2. By accessing and using any aspect of the Network and/or the Services, the User consents to how the Company obtains and processes Personal Data, including the purposes for which the Company processes data and how the Company shares data internally and with third parties.
8.3. The User agrees that during the course of its access and use of the Network and the provision of the Services, the Company may collect and receive Personal Data from and/or about the User in the following situations:
(a) When the User registers or otherwise requests for access and use of the Network and Services.
(b) When the User uses any aspect of the Services or any features and functions available via the Network, including but not limited to when the User submits any User Content onto the Network (whether through the Participating Platform or otherwise).
(c) When the User submits any query, feedback, or reports a problem in respect of the Network and/or the Services.
8.4. The types of Personal Data collected may include but is not limited to:
(a) Account credentials / profile information.
(b) Contact information such as billing address, delivery address, email address and phone numbers.
(c) Usage data such as information on how the User uses the Network, products and Services or views any content on the Network.
(d) Device and technical information such as login data, time zone setting and location, browser type / version and plug-ins, operating system and platform, internet protocol (IP) address, hardware model, unique device and application identifiers, and other information and technology on the devices the User uses to access the Network.
(e) Any communications made between the User and another user of the Network and/or the Services.
(f) Any other information disclosed by the User in any of the above-mentioned methods and/or through the access and use of the Network and/or the Services.
8.5. The User is under no obligation to provide Personal Data to us. However, if the User chooses to withhold or revoke permission for us to receive certain information, the User acknowledges and agrees that the Services (or certain aspects thereof) or access to the Network may not be able to be provided to the User.
8.6. By providing to the Company any Personal Data of or relating to a third party, the User represents to the Company that it has validly obtained the consent of the third party to disclose and share the third party’s Personal Data with the Company, and for the Company to collect, store, use and disclose such Personal Data in accordance with these Terms.
Processing, use and disclosure
8.7. The User agrees and consents to the Company collecting, using, disclosing, transferring and/or processing the User’s Personal Data and User Content, including any transaction data, for the business and activities of the Company, including (but without limitation) the following purposes:
(a) to perform the Company’s obligations under the terms of its agreement with the Participating Platform in respect of the provision of the Services;
(b) to process, manage or verify any identity or requests to use the Network or Services pursuant to these Terms;
(c) to facilitate or enable any enhancements, remedies or checks;
(d) for the Company’s internal administrative and analytics purposes, such as auditing, data analysis, database records;
(e) for the Company to comply with its obligations under any applicable laws, regulations, guidelines or notices issued by any government or regulatory authority (whether in Singapore or overseas including disclosing such data to Singapore or overseas law enforcement agencies or courts);
(f) to respond to the questions, comments and feedback of the Participating Platform and/or the Users;
(g) to develop, operate, improve, deliver or maintain the Services (including the provision of the Services to other platforms and their respective end customers who have access to the Network); and/or
(h) any other purpose relating to the Company’s operations or the Services, including the transfer or export, whether locally or cross-border, of such data to third parties for or in connection with any of the purposes described in this clause, in accordance with all applicable data protection laws and regulations including, where applicable, ensuring that any data transferred or exported will be protected to a standard required under applicable data protection laws.
8.8. Upon obtaining Network Access, the User consents to the inclusion of the contact information about the User in the Company’s database and authorises the Company and its affiliates to share the contact information with other Users.
8.9. By using the Services, the User agrees and consents to the Company:
(a) transferring and/or using the User’s Personal Data to or in any of the countries where the Company operates for the purposes described in this clause 8, provided that any transfer of Personal Data shall be made in accordance with these Terms and protected in accordance with applicable data protection laws;
(b) disclosing the User’s Personal Data, to the extent permitted by applicable laws, regarding the User’s usage of and activities carried out on or via the Network, for the purposes of cooperating with or complying with a request from any governmental, regulatory, or law enforcement bodies, and/or injured third parties in the investigation of any suspected criminal activity or civil wrongdoing by a User. The User agrees that the Company shall not be liable for damages or results arising from such disclosure, and that the User shall not to bring any action or claim against the Company for such disclosure.
Withdrawal of consent in respect of Personal Data
8.10. Where provided for under applicable laws, the User may at any time communicate to the Company (through the Participating Platform or otherwise) the withdrawal of the User’s consent to the continued use, disclosure and/or processing of its Personal Data, which is in the possession of the Company, in any manner or for any of the purposes stated in these Terms. However, if the User communicates such withdrawal, provision of the Services (or aspects thereof) to the User may not be possible. In such an event, the Company shall not be liable for any loss or damages arising out of or in connection with such cessation of Service.
Amending or updating of Personal Data
8.11. If the User is aware of any changes or inaccuracies in its Personal Data which has been submitted and is stored on the Network, the User can communicate its request to the Company to amend or update such Personal Data (through the Participating Platform or otherwise).
Accessing Personal Data
8.12. Where provided for under applicable laws, the User may communicate its request to the Company (through the Participating Platform or otherwise) to obtain a copy of the User’s Personal Data which the Company has collected, or enquire about the ways in which the User’s Personal Data may have been used, disclosed, stored or processed by the Company. To facilitate the Company’s processing of the User’s request, the Company may request further information relating to the User’s request. The Company reserves the right to charge a reasonable administrative fee for retrieving the User’s Personal Data records (which will be communicated to the User before processing the User’s request).
8.13. The User acknowledges that no method of transmission over the internet or method of electronic storage is completely secure. As such, while the Company strives to deploy appropriate technical and organisational measures to protect the Personal Data in its possession, it cannot guarantee its absolute security.
By accessing and using the Network and Services, User agrees to the collection, use, processing and transfer or its data (including Personal Data) by the Company as described in these Terms.
9. Force majeure
Under no circumstances shall the Company be held liable for any delay or failure or disruption of the content or the Services accessed or delivered through the Network resulting directly or indirectly from acts of nature or other forces or causes beyond its reasonable control including, without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes or labour disputes, demonstrations, riots, insurrections, civil unrest, war, shortages of labour or materials, infectious diseases, lock downs, fires, floods, storms, acts of God, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
The Company shall not be liable for any delay or failure of the Network or Services due to events beyond its reasonable control.
10. Intellectual property rights
10.1. The Company is the sole owner or lawful licensee of all the rights and interests in the Network (including all underlying software functionality) and the Network Content (subject to the terms of any agreement between the Company and its respective licensors). All intellectual property rights which may subsist in the Network, Network Content, Associated Materials (but excluding User Content) or in connection with the provision of the Services, all modifications, derivative works, and feedback related thereto and intellectual property rights therein, shall remain with the Company, its affiliates, and/or its licensors, as the case may be. All rights not otherwise claimed under the Terms or by the Company are hereby reserved. “Associated Materials” means in the context of the Services, any materials provided, developed, or otherwise made available by the Company or its service providers in respect of or in relation to the Network, including but not limited to any then-current technical and functional documentation for those Services.
10.2. “PROXTERA”, “www.proxtera.com”, and related icons and logos are either registered trademarks, or trademarks or service marks of the Company. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
10.3. The Company may have independent third parties involved in the operation, administration, or provision of the Network, Services, and/or Third Party Services. Users shall not use any trademark, service mark or logo of such third parties without their prior written approval.
The Company is the owner or lawful licensee of all rights and interest in the Network, Network Content, Associated Materials and other related materials.
11.1. By accessing the Network, the User agrees to protect all Confidential Information (as defined in clause 11.2 below) as strictly confidential to the same extent it protects its own confidential information, and in any event not less than with a reasonable standard of care. The User will not disclose any Confidential Information to any person other than:(a) its personnel or representatives to the extent is necessary for the Purpose and who are under obligations of confidentiality substantially similar to those under this clause 11; (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority and (c) any other User(s) to the extent necessary for the Purpose (“Permitted Disclosure”).
11.2. For the purposes of this clause 11, “Confidential Information” means:
(a) all Network Content;
(b) all User Content (excluding the User’s own User Content);
(c) the Associated Materials; and
(d) any and all information which: (i) the disclosing party designates as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
User must protect Confidential Information and may only disclose such Confidential Information in the permitted circumstances described in these Terms.
12. Third Party Contract Rights
Save as expressly provided herein (including in respect of the Company), a person who is not named as a party to these Terms has no rights under any applicable law (including but not limited to the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore) to enforce any provision of these Terms.
13. Other general provisions
13.1. Subject to any Additional Agreements, the Terms constitute the entire agreement with respect to the User’s access and use of the Network and Services.
13.2. Headings used herein are for reference purposes only and shall not affect the interpretation of the Terms.
13.3. Where applicable, the Company shall have the right to assign the Terms (including all of its rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity. Users may not assign, in whole or part, the Terms to any person or entity.
13.4. If a court of competent jurisdiction holds any provision of the Terms to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions of the Terms shall not be affected thereby.
13.5. Nothing in the Terms is intended to or shall be deemed to establish any partnership, joint venture, agency, employee-employer, or franchiser-franchisee relationship between the Company, the Participating Platform and/or the User, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.6. No failure by the Participating Platform or the Company to exercise, nor any delay in exercising, any right or remedy under the Terms shall operate as a waiver by the Participating Platform or the Company thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy by the Participating Platform or the Company.
13.7. The Terms shall be governed by, and construed in accordance with, the laws of Singapore.
13.8. In the event of any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, the Company and the User shall submit to the exclusive jurisdiction of the Singapore courts, unless the Company elects for arbitration. In the event of such election, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English. The Company shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction, both before and after the arbitral tribunal has been appointed, at any time up until the arbitral tribunal has made its final award and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
These Terms are governed under Singapore law and any dispute relating to these Terms will be submitted to be resolved by the Singapore courts unless the Company elects for arbitration.