1.

DEFINITIONS

1.1

“Application” means the software programme known as “[insert name]” which allows access to the Platform via a mobile device.

1.2

“Content” means any content, information, functionalities, services or materials, including but not limited to text, software, code, scripts, webpages, music, sound, photographs, video, graphics, graphical user interface, forms, diagrams or other material.

1.3

“Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, 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 or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

1.4

“Losses” means all losses, liabilities, settlement sums, costs (including legal costs and costs of other professionals), penalties, fines, charges, expenses, actions, proceedings, claims and demands, whether foreseeable or not.

1.5

“Materials” means, any Content provided or otherwise made available through the Platform.

1.6

“Password” refers to the password that meets Platform Owner-prescribed criteria, if any, that you use in conjunction with the Username to access the Platform and/or the Services.

1.7

“Platform” means the online platform (including any web or mobile versions and mobile applications (including the iOS and Android versions thereof)) branded as “[insert name]” and any other features, services and functions made available through such platform from time to time.

1.8

“Personal Data” means “personal data” as defined in the Personal Data Protection Act 2012 (No. 26 of 2012) of Singapore.

1.9

“Prohibited Material” means any Content that:

1.9.1

infringes any Third Party Intellectual Property Rights or any other proprietary rights;

1.9.2

contains any computer virus or other invasive or damaging code, program or macro;

1.9.3

is defamatory, libellous or threatening;

1.9.4

is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under any laws or legal requirements (including the provisions of the Singapore Broadcasting (Class Licence) Notification);

1.9.5

is or may be construed as offensive and/or otherwise objectionable, in the sole opinion of Platform Owner; and/or

1.9.6

any junk mail, spam, chain letters, or any unsolicited mass distribution of email.

1.10

“Services” means services, information and functions made available by us through the Platform.

1.11

“Trade Marks” means the trademarks, service marks, trade names and logos used and displayed on the Platform.

1.12

“User Content” means any Content submitted by a User for inclusion and/or posting through the relevant Platform and/or such other means Platform Owner may prescribe.

1.13

“Username” refers to the unique login identification name or code which identifies you.

2.

LICENCE TO USE APPLICATION

2.1

The Application and Platform are proprietary to Platform Owner and must not be used other than strictly in accordance with the terms set out herein. Platform Owner grants to you a personal, limited, non-exclusive, non-transferable, non-sublicensable right to use the Application, for the purpose of accessing and using the Services.

2.2

Platform Owner reserves all rights not granted hereunder.

2.3

For the avoidance of doubt, Platform Owner shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to the Platform and/or Application, including without limitation any updates, patches, bug-fixes and/or upgrades to the Platform and/or Application or any new versions and/or releases of the Platform and/or Application which incorporate new features or functions.

3.

GENERAL CONDITIONS FOR THE USE OF THE PLATFORM AND SERVICES

3.1

You must comply with Platform Owner’s notices, guidelines and operating rules and policies pertaining to the use and access of the Platform and Services which Platform Owner issues from time to time. These notices, guidelines and operating rules and policies will generally be notified to you via email, push notification(s) and/or publication on the Platform or such other method of notification as may be designated by Platform Owner, which you acknowledge shall be sufficient notice for the purpose of this clause.

3.2

You must also: (i) abide by all applicable laws and regulations in your use and access of the Platform and Services; (ii) not impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity; (iii) not send, distribute or upload, in any way, data or materials that contain viruses, malicious code or harmful components that may impair or damage the operation of another’s computer or device; and (iv) not post, promote or transmit through the Platform any Prohibited Material.

4.

RESERVATION OF RIGHT

4.1

Platform Owner may from time to time without giving any reason or prior notice, upgrade, maintain, modify, alter, suspend, discontinue the provision of or remove (including downtime for the maintenance of the Platform), whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or alteration prevents you from accessing the Platform, Services or any part or feature thereof.

4.2

Platform Owner reserves the right, but shall not be obliged to: (i) monitor, screen or otherwise control any activity or content; (ii) investigate any violation of the terms and conditions contained herein and take any action it deems appropriate; (iii) prevent or restrict access of any User to the Platform; and/or (iv) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities.

4.3

Platform Owner reserves the right to suspend, terminate or disable your access and/or use the Platform and/or Services at any time.

5.

OTHER APPLICABLE TERMS/NEW FEATURES

5.1

In addition to these Terms of Use, the use of specific aspects of the Platform, Services and Materials or more comprehensive or updated versions of Platform, Services and Materials may be subject to additional terms and conditions (“Additional Terms”), which will apply in full force and effect.

5.2

Platform Owner reserves the right (but shall not be obliged) to introduce new products, applications, programmes, services, functions and/or features (collectively “New Features”) to the Platform. The term “Services” shall include New Features which are provided through the Platform respectively at no charge or fee unless otherwise indicated.

5.3

All New Features shall be governed by these Terms of Use and may be subject to Additional Terms which you shall be required to agree to before access to and use of such New Features are provided, and shall be deemed to have agreed to upon use of such New Features. In the event of any inconsistency between these Terms of Use and the Additional Terms, the Additional Terms shall prevail in so far as the inconsistency relates to the New Features in question unless otherwise provided.

6.

USERNAME AND PASSWORD

6.1

Username/Password: A Username and Password may either be: (a) determined and issued to you by us; or (b) provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the Platform. We may at any time in our sole and absolute discretion forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any loss or damage suffered by or caused by you or arising out of or in connection with or by reason of such invalidation. You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of the Username and/or Password and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password.

6.2

Any use of or access to the Platform and/or Services and any information, data, instructions or communications (“Communications”) referable to your Username and Password (whether such access, use or communication is authorised by you or not) shall be deemed to be: (i) use or access of the Platform and/or Services by you; and/or (ii) information, data, instructions or communications transmitted and validly issued by you. You shall be bound by any access, use, instructions and/or communications carried out or transmitted through the Platform and/or Services which are referable to your Username and Password and you agree that Platform Owner shall be entitled (but not obliged) to act upon, rely on and/or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. Platform Owner shall not be responsible or liable for any Losses incurred or suffered by you or any person by reason of or arising from or as a consequence of using your Username and Password in respect of any Communications effected by you or purported to be effected by you through the Platform or using any of the Services.

7.

DISCLAIMERS

7.1

Content and services from various sources such as third party content providers may be included or provided through the Platform. Neither Platform Owner (or its related corporations, third party providers and each of their officers, directors, employees, agents, independent contractors, successors and assigns) nor any of its content providers shall be liable for any errors or delays in the Platform, Services or any part thereof, or for any actions taken in reliance thereon. Platform Owner is under no obligation to monitor or review the content transmitted through the Platform, including the Materials, and assumes no responsibility or liability for any Losses arising out of or in connection with any such content nor for any error, omission, falsehood, inaccuracy or any Prohibited Material contained in any such content. Any hyperlink to any other website or webpage is not an endorsement or verification of such website or webpage and should only be accessed at your own risk.

8.

NO WARRANTY

8.1

The Platform, Services and the Materials are provided “as is” and “as available”. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM COMPUTER VIRUS OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS, IS GIVEN IN CONJUNCTION WITH THE SERVICE OR ANY INFORMATION AND MATERIALS PROVIDED THROUGH THE SERVICE. Without prejudice to the generality of the foregoing, Platform Owner does not warrant: (i) the accuracy, timeliness, adequacy or completeness of the Platform, Services and/or Materials; (ii) that your use of and/or access to the Platform, Services and/or Materials, or the operation of the Platform, Services and/or Materials, will be uninterrupted, secure or free from errors or omissions or that any identified defect will be corrected; (iii) that the Platform, Services and/or Materials will meet your requirements or are free from any virus or other malicious, destructive or corrupting code, agent, program or macros; and (iv) that use of the Platform, Services and/or Materials by you will not infringe rights of third parties.

You acknowledge and agree that transmissions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet. You acknowledge and agree that Platform Owner does not warrant the security of any information transmitted by or to you using the Platform or Services and you hereby accept the risk that any information transmitted or received using the Platform or Services may be accessed by unauthorised third parties and/or disclosed by Platform Owner and by its officers, employees or agents to third parties purporting to be you or purporting to act under your authority.

You will not hold Platform Owner or any of its officers, employees or agents responsible or liable, in contract, tort (including negligence or breach of statutory duty), equity or otherwise, for any such access or disclosure or for any Losses (whether direct or indirect, or whether foreseeable or not) suffered or incurred by you as a result of any such access or disclosure.

9.

EXCLUSION OF LIABILITY

9.1

Platform Owner, its related corporations, its third party providers and each of their officers, directors, employees, agents, independent contractors, successors and assigns shall in no event nor for any reason whatsoever be liable, even if the relevant party has been advised of the possibility of such Losses, any Losses, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with: (i) any access, use or the inability to access or use the Platform, Services and/or Materials; (ii) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; (iii) any use of or access to any other website or webpage provided through the Platform, Services and/or Materials; (iv) any services, products, information, data, software or other material obtained or downloaded through the Platform, Services and/or Materials or from any other website or webpage provided through the Platform, Services and/or Materials or from any other party referred through the Platform, Services and/or Materials, or through the use of the Platform, Services and/or Materials; (v) your use or misuse of the Platform, Services and/or Materials; or (vi) any reliance on the Platform, Services and/or Materials. In addition, in no event shall Platform Owner be liable to you, or any other party for: (a) any amounts due from other users of the Platform or Services; and/or (b) damages arising in connection with the downloading or installation of, or the inability to download or install the Platform or Application or any third party application required to access and/or use the Platform, by you or other third party.

10.

INTELLECTUAL PROPERTY

10.1

The Intellectual Property Rights in and to the Platform, Services and Materials are owned, licensed to or controlled by Platform Owner, its licensors or its service providers. Platform Owner reserves the right to enforce its Intellectual Property Rights to the fullest extent of the law.

10.2

You may not under any circumstances:

10.2.1

copy, sell, resell, assign, licence, distribute, transmit, publicly display, rent, lease, lend, export, offer on a “pay-per-use” basis, publish or otherwise reproduce the Platform, Services, Application and/or Materials or any part thereof in any form by any means;

10.2.2

adapt, modify, decompile, disassemble, localise, port, reverse engineer, hyperlink, mirror, frame, transfer or transmit in any manner or by any means or store in an information retrieval system or install on any servers, system or equipment, the Platform, Services, Application and/or Materials or any part thereof;

10.2.3

remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or marking placed upon or contained within the Platform, Services, Application and/or Materials;

10.2.4

prepare or develop derivative works based on the Platform, Services, Application and/or Materials; and

10.2.5

use the Platform, Services, Application and/or Materials for any unlawful purposes or purposes other than those permitted under this Agreement,

without our prior written permission or that of the relevant copyright owners. Any breach of the aforesaid restrictions shall result in immediate and automatic termination of all rights and licences granted hereunder. The use restrictions set out herein shall survive the termination of this Agreement.

10.3

Subject to Clause 10.4, permission will only be granted to you to download, print or use the Materials for informational and non-commercial purposes, provided that:

10.3.1

you do not modify the Materials and that Platform Owner or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials; and

10.3.2

you do not reuse or retransmit any such Materials (or part thereof) to any other person or entity without Platform Owner’s prior written approval or that of the relevant copyright owners.

10.4

Trade Marks: The Trade Marks are registered and unregistered trademarks of Platform Owner or other third parties. Nothing on the Platform and/or Materials and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use (including as a meta tag or as a “hot” link to any other website) any Trade Marks displayed on the Platform and/or Materials, without the written permission of Platform Owner or any other applicable trademark owner.

10.5

User Content: You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the Intellectual Property Rights or any other rights of any third party. You hereby consent and grant to Platform Owner and its service providers a non-exclusive, perpetual, world-wide, royalty-free, irrevocable licence and right to host, transmit, distribute or use (which will include the right to copy, reproduce and/or publish) the User Content in connection with the providing the use and access of the Platform or Services.

11.

DATA PRIVACY

11.1

Platform Owner’s data protection policy explains how Platform Owner treats your Personal Data when you access and/or use the Platform and Services. By accessing and using the Platform and/or Services, you agree, on your own behalf and on behalf of any third party individuals whose data (including Personal Data) you provide to Platform Owner or its third party providers, that Platform Owner and its third party providers can collect, use and disclose any data (including Personal Data) you provide to Platform Owner or its third party providers:

11.1.1

in accordance with Platform Owner’s data protection policy (which may be found at https://cdl.com.sg/privacy-policy), as may be updated and/or amended by Platform Owner from time to time, or otherwise for the purposes of providing the Platform and Services, including disclosing such Personal Data to Platform Owner’s third party providers to enable or facilitate the provision of Services; and

11.1.2

to help Platform Owner understand how the Platform and Services are being used and how Platform Owner can improve and enhance the Services and Platform (including for the purposes of research and development, analytics, surveys and/or profiling); and

11.1.3

for marketing purposes and in this regard, to send you by various modes of communication marketing and promotional information and materials relating to products and/or services (including, without limitation, products and/or services of third parties whom Platform Owner may collaborate or tie up with) that Platform Owner (and/or its affiliates or related corporations) may be selling, marketing or promoting, whether such products or services exist now or are created in the future. Platform Owner may use your contact information to send marketing materials from us and from our affiliates or related corporations.

Such data may include your device’s IP address, statistics about how you access or use the Services and/or Platform and information provided through the use of “cookies”.

11.2

You further warrant and represent that where any Personal Data of a third party individual is provided to Platform Owner and/or its third party providers by you or on your behalf, you have: (i) informed the relevant third party individual that their Personal Data has been or will be disclosed to Platform Owner and/or its third party providers; (ii) informed the relevant third party individual that such Personal Data will be collected, used, stored, disclosed, transferred or otherwise processed by Platform Owner and/or its third party providers in the manner and for the purposes as described in Clause 11.1 above; and (iii) obtained the consent of the relevant third party individual for the foregoing. Upon reasonable request from Platform Owner, you agree to provide to Platform Owner a copy of document(s) containing such consent or which evidences that the relevant third party individual has given such consent.

12.

TERMINATION

12.1

Platform Owner, in its sole discretion, may with immediate effect upon giving you notice in any of the manners prescribed in Clause 14 below, terminate your right to access and/or use the Platform and/or Services and/or invalidate your Username and Password (in relation to your access and use of the Platform) and may bar access to the Platform and/or Services (or any part thereof) for any reason whatsoever, including without limitation, a breach of any of the terms and conditions of these Terms of Use.

12.2

Upon termination of these Terms of Use for any reason whatsoever, all rights and/or licences granted to you under these Terms of Use shall immediately cease and terminate and you shall forthwith cease the use of the Platform and/or Services in any way whatsoever.

12.3

Termination of this these Terms of Use for any reason shall not bring to an end Platform Owner’s rights accrued prior to termination, and your obligations under any provisions of these Terms of Use which are meant to survive the termination.

13.

AMENDMENTS TO TERMS OF USE

13.1

Platform Owner may impose such further terms and conditions and make such amendments to these Terms of Use as Platform Owner may in its discretion deem fit from time to time. Platform Owner will notify you of such amendments via email and/or publication on the Platform or such other method of notification as may be designated by Platform Owner, which you agree shall be sufficient notice for the purpose of this clause. If you do not agree to be bound by the amendments, you shall immediately cease all access and/or use of the Platform. You further agree that if you continue to use and/or access the Platform after being notified of such amendments to these Terms of Use, such use and/or access shall constitute an affirmative: (i) acknowledgement by you of these Terms of Use and its amendments; and (ii) agreement by you to abide and be bound by these Terms of Use and its amendments. Platform Owner’s right to vary these Terms of Use in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to these Terms of Use.

14.

NOTICES

14.1

Any notice or other communication in connection with these Terms of Use: (i) may be given personally, by post, facsimile or electronically if sent to the address or facsimile number then most recently notified by the recipient to the sender; (ii) if given personally, will be deemed to have been received upon delivery; (iii) if given by post, will be deemed to have been received on the second day following posting; (iv) if given by facsimile, will be deemed to have been received upon production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient; and (v) (a) if given by Platform Owner to you electronically, will be deemed to have been received upon delivery (and a delivery report received by Platform Owner will be conclusive evidence of delivery even if the communication is not opened by you); and (b) if given to Platform Owner electronically, will be deemed to have been received upon being opened by us.

15.

FORCE MAJEURE

15.1

Platform Owner shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations or in the Platform’s and/or Services’ operation if due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control (including acts of God, natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, acts or defaults of any telecommunications network operator or carrier or platform operator, and the acts of a party for whom Platform Owner is not responsible for).

16.

GENERAL

16.1

Use of the Platform and these Terms of Use shall be governed by and construed in accordance with Singapore law and you hereby submit to the exclusive jurisdiction of Singapore courts.

16.2

You may not assign your rights under these Terms of Use without Platform Owner’s prior written consent. Platform Owner may assign its rights under these Terms of Use whether to an affiliate or to a third party.

16.3

These Terms of Use will bind you and Platform Owner and Platform Owner’s respective successors in title and assigns. These Terms of Use will continue to bind you notwithstanding any change in Platform Owner’s name or constitution or Platform Owner’s merger, consolidation or amalgamation with or into any other entity (in which case these Terms of Use will bind you to Platform Owner’s successor entity).

16.4

If any provision of these Terms of Use is held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be struck and severed from these Terms of Use and the remaining provisions of these Terms of Use shall not be affected thereby.

16.5

No failure or delay to exercise Platform Owner’s rights under these Terms of Use shall operate as a waiver thereof nor shall such failure or delay affect Platform Owner’s right to enforce its rights under these Terms of Use.

16.6

No person or entity who is not a party to these Terms of Use shall have any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or other similar laws to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms of Use.