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These Terms of Service along with any other terms and policies referenced herein (these “terms”), as amended from time to time, are incorporated herein by reference and form an integral part of a legally binding agreement as of the effective date (as defined below), governing your access to, and the use of www.iqrate.io and any related website owned or operated by the Company, IQRate Pte. Ltd. (UEN No.202005332N) (the “Company”), and the use of, and registration with our IQRate Mobile Application or through any other means (together, the “Sites”). These terms are between the Company (“IQRate”, “us”, “we” or “our”) and you, either individually or on behalf of your employer or any other entity which you represent, including any lead and/or loan applicant (“you” or “your”). In case you represent your employer or another entity, you hereby represent and warrant that:
A. you have full legal authority to bind your employer or such entity (as applicable) to these terms; and
B. after reading and understanding these terms, you agree to these terms on behalf of your employer or the respective entity (as applicable), and these terms shall bind your employer or such entity (as the case may be). Please note that you are deemed as an authorised representative of your employer or an entity if you are using your employer or an entity’s email address in registering into the service.
As elaborated below, there may be various types of users for the Service; thus, except where indicated otherwise, “you” shall refer to any and all types of Users. You acknowledge that these terms are valid and binding, and you affirm and signify your consent to these terms, by either:
A. clicking on a button or checking a checkbox for the acceptance of these terms; or
B. registering to, using or accessing the service and/or the Sites, whichever is earlier (the “effective date”).
If you do not agree to comply with and be bound by these terms or do not have authority to bind your employer or any other entity (as applicable), please do not accept these terms or access or use the Service or the Sites. Your acceptance of our Service and/or use of the Sites constitutes an acceptance of these terms.
1.1 Our Service
Our IQRate Mobile Application (the “IQRate Mobile Application”) provides a service which aims to equip Users looking to take up a mortgage loan with the information they require, in a simple and user-friendly interface; the baseline objective of IQRate is to improve customer relationship management in the mortgage advisory industry (collectively, the “Service”). From time to time, we have the discretion to expand our Service to include various other Service offerings. In the event we venture further into other such Service offerings and where those Service offerings include other specific terms that are not included in these terms comes up in your use of the Sites, such specific terms are incorporated herein by reference and form an integral part hereof. Your continued acceptance of our Service and/or continued use of the Sites constitutes an acceptance of the said specific terms.
1.2 Modification or Discontinuation of the Service
We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Sites, at our own discretion and without notice. However, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and/or via the Service and/or by sending you an email.
1.3 Contingency on Future Releases and Improvements.
You hereby acknowledge that your use of the Service and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) any specific Service; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.
1.4 Ability to Accept Terms.
If you access and use the Sites and/or the Service, you represent and warrant to us that you are at least 21 years old. The Sites and/or Service are only intended for individuals aged twenty-one (21) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this Clause 1.4.
2.1 Account Registration.
To register to the Service for the first time, you would need to create an account via our Sites. By creating an account (the “Account”) and registering to the Service, you and/or your employer and/or any entity on behalf of whom you created the Account become our customer (the “Customer”).
2.2 Your Registration Information.
When creating an Account or when Customer is added into an Account and creating the Customer’s user profile (the “User Profile”), Customer: (i) agrees to provide us with accurate, complete, and current registration information about Customer and the property/properties Customer has title to, or are looking to acquire; (ii) acknowledge that it is Customer’s responsibility to ensure that Customer’s password remains confidential and secure; (iii) agree that Customer is fully responsible for all activities that occur under Customer’s User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if Customer becomes aware of any unauthorised access or use of Customer’s Account or User Profile and/or any breach of these terms. We are entitled to assume that any communications we receive under Customer’s User Profile have been made by Customer. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorised usage of the Account by either Customer or any other User or third party on Customer’s behalf.
2.3 User Verification.
Customer understands and agrees that we may require Customer to provide information that may be used to confirm Customer’s identity and help ensure the security of Customer’s Account and/or User Profile. In the event that Customer loses access to an Account or otherwise request information about an Account, we reserve the right to request from Customer any verification we deem necessary before restoring access to or providing information about such Account.
2.4 Responsibility for Users.
Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service. Customer shall bear responsibility for its own activities, including the loan submission(s) they place or the loan calculations made using the Sites’ calculator Service.
3.1 Customer Data.
Customer data is any data, file attachments, text, images, reports, personal identifiable information, bank statements, documents pertaining to your existing properties, and/or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you and is processed by us on Customer’s behalf (the “Customer Data”). Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. Subject to these terms, Customer grants us a worldwide, royalty-free, limited licence to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing licence also includes the right to make modifications and derivative works. The afore-mentioned licence is hereby granted solely: (i) to maintain and provide Customer the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted by Customer.
3.2 Responsibility for Customer Data Compliance.
Customer represents and warrants that: (i) Customer had or has obtained all rights, licences, titles, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that Customer submits, posts or displays on or through the Service; (ii) the Customer Data is in compliance with, and subject to, our Privacy Policy below; and (iii) the Customer Data the Customer submits, the Customer’s use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of Customer’s or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Clause 6, we assume no responsibility or liability for Customer Data, and Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that we shall not monitor and/or moderate the Customer Data and there shall be no claim against us of not acting so.
3.3 No Sensitive Data.
Customer shall not submit to the Service and/or Sites any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; i.e. any protected information subject to Singapore’s Privacy and Data Protection Act 2012 (“PDPA”), or any similar legislation in other jurisdiction, unless Customer and us separately enter into an agreement which entitles us to handle such sensitive information.
4.1 Public User Submissions.
The Sites may have certain features that allows Customer to submit comments, information, and other materials publicly (collectively, “Public User Submissions”) (i.e., a public review of the Sites experience) and share such Public User Submissions with other Users, or the public. By submitting Public User Submissions through the Sites, Customer grant us a licence to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Public User Submissions for any purpose, business, including without limitation, for publicising and promoting us, our Service and/or the Sites and/or for any other lawful purpose, in any media format (e.g., in-print, websites. Electronically, broadcast), and Customer hereby waive, or to the extent legally permisible, assign to us, any moral rights in Customer’s Public User Submissions.
4.2 Responsibility for Public User Submissions.
Customer acknowledges and agrees that: (i) Customer had or has obtained all rights, licences, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Public User Submissions that Customer submits, posts or displays on or through the Service; (ii) we do not control, and are not responsible for, other content and/or submissions, posted on our Sites and/or Service by others; (iii) by using the Service and/or Sites, you may be exposed to content and/or submissions by other Users or site visitors that is offensive, indecent, inaccurate, misleading, or otherwise unlawful; (iv) any Public User Submissions are submitted in accordance with, and subject to our Privacy Policy. Without prejudice to the foregoing, we also reserve the right at our sole discretion to remove from our Service and/or Sites any Public User Submissions that we consider offensive, indecent, inaccurate, misleading, or otherwise unlawful.
5.1 Our Intellectual Property.
The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “IQRate’s Materials”), are our / our licensor’s property, and may be protected by applicable copyright or other intellectual property laws and treaties. As between Customer and us, we retain all right, title and interest, including all intellectual property rights, in and to the IQRate’s Materials.
5.2 Customer Reference.
Customer acknowledges and accepts that we have the right to use Customer’s name and logo to identify Customer as a customer of us or User of the Service, on our website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting us at [email protected].
5.3 Your Access and Use Rights.
Subject to the terms and conditions of these terms, and Customer’s compliance thereof, Customer may access and use the Service and Sites, solely for Customer’s internal purposes. We reserve the right at our sole discretion to remove and/or terminate the Customer’s access to the Service and Sites for any reason whatsoever.
5.4 Use Restrictions.
Except as expressly permitted in these terms, Customer may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicence, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to Customer’s affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; (v) take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure or infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter our or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without our prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party to do any of the foregoing.
5.5 API Use.
We may offer an application programming interface that provides additional ways to access and use the Service (“API”). Such API, as is applicable, is considered a part of the Service, and its use is subject to all these terms. Customer may only access and use our API for Customer’s internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems Customer use internally. When using the API Customer should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and Customer are solely responsible to ensure that your use of the API is compatible with the current version.
5.6 Feedback.
As a User of the Service and/or Sites, Customer may provide suggestions, comments, feature requests or other feedback to any of IQRate Materials, the Service, the API and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of IQRate’s Materials, and as such, it is the sole property of IQRate without restrictions or limitations on use of any kind. We may either implement or reject such Feedback, without any restriction or obligation of any kind. Customer (i) represents and warrants that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assigns to IQRate any right, title and interest Customer may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.
6.1 Security.
IQRate implements reasonable security measures and procedures to assist in protecting Customer’s Personal Data. You can learn more on our security measures and procedures by reading through our Privacy Policy below and/or on the Sites (as applicable), as updated from time to time, as well as contacting us at [email protected] should you have any further questions.
6.2 Privacy Policy.
As a part of accessing or using the Service and/or the Sites, we may collect, access, use and share certain Personal Data (which definition follows from the PDPA from, and/or about, Customer. The Sections in these terms pertaining to privacy and data collection shall govern our data collection and use practices.
6.2.1 Customer hereby authorises such collection, use, storage and processing by us where the need arises, subject to compliance with this Clause 6.2. Customer also authorise us to disclose and/or share Personal Data as follows:
6.2.2 While the specific types of Personal Data Customer submit through to us may vary depending on the Service, there are a number of broad categories of Personal Data which are collected by us:
6.2.3 We and Customer will comply with all applicable requirements of all relevant data protection laws, including the PDPA, and any requirements set out in any advisory or other guidelines issued from time to time by the Personal Data Protection Commission, and not act in a way which would cause the other party to be in breach of its obligations under such legislation. For the avoidance of doubt, this Clause 6.2 is in addition to, and does not relieve, remove or replace, our respective obligations under such legislation.
6.2.4 Without prejudice to the generality of Clause 6.2, Customer, at its own costs, ensure that Customer had or has obtained all rights, licences, titles, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Personal Data that Customer submits, posts or displays on or through the Service to enable lawful transfer of the Personal Data to us for the duration and purposes of the Service and/or these terms.
6.2.5 Without prejudice to the generality of Clause 6.2, we will in relation to any Personal Data processed in connection with the performance by us of our obligations under the Service and/or these terms:
(a) only process, use or disclose Customer Personal Data:
(b) protect Customer’s Personal Data in our control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information & communications technology measures) to prevent unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of your Personal Data, or other similar risks;
(c) not transfer any Customer Personal Data to a place outside Singapore without the Customer’s prior written consent;
(d) notify Customer without undue delay on becoming aware of a Personal Data breach;
(e) at Customer’s written direction, delete or return Personal Data and copies thereof to Customer on termination of the Service unless required by applicable law to store the Personal Data; and
(f) maintain records and information to demonstrate its compliance with this Clause 6.2.
6.2.6 Customer consents to us appointing any third-party processor of Personal Data under the Service and/or these terms, as is necessary.
6.2.7 If Customer:
(a) has any questions or feedback relating to Customer’s Personal Data or our Privacy Policy;
(b) would like to withdraw Customer’s consent to any use of Customer’s Personal Data as set out above;
(c) would like to obtain access and make corrections to Customer’s Personal Data records, please contact our Data Protection Officer at [email protected].
If Customer withdraws its consent to any or all use of Customer’s Personal Data, depending on the nature of your request, we may not be in a position to continue to provide the Service to Customer.
6.2.8 Notwithstanding Clauses 6 and/or 11, we shall be entitled in compliance with applicable laws, to retain copies of all information of Customer which is relevant to or forms part of the Service and to share this information with our officers, employees, agents and/or professional advisors to the extent required to render the Service and/or in the event of any claim or potential claim arising from or in connection with these terms.
7.1 Third Party Services.
The Service may enable Customer to engage and procure certain third party services, products, apps and tools in connection with the Service, including, without limitation, third party applications and widgets offered via our integrations offering or which Customer decides to connect through our API, as part of the Service. This includes (but is not limited to) any submissions and/or correspondences made with our partnering banks (“Banks”) and/or law firms (“Law Firms”) (collectively, “Third Party Services”).
7.2 Independent Relationship.
Customer acknowledges and agrees that regardless of the manner in which such Third Party Services may be offered to Customer, we merely act as an intermediary platform between Customer and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services. Customer’s relationship with such Third Party Services and any terms governing Customer’s payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of Customer’s data by such Third Party Services, are subject to a separate contractual arrangement between Customer and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by Customer or by the provider of the Third Party Service with the Third Party Agreement.
7.3 Integration with a Third-Party Service and your Customer Data.
Through the Service Customer may enable an integration of Customer’s Account, including, boards within Customer’s Account (or a portion thereof), with Third Party Services, which will allow an exchange, transmission, modification or removal of data between us and the Third Party Service, including without limitation, the Customer Data and/or Personal Data, the scope of which is determined by the applicable actions set by such integration. Customer hereby acknowledges and agrees that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third Party Service, is governed by the Third Party Agreement, including any applicable privacy policy, and IQRate is not responsible for any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by the Third Party Service or for such Third Party Service privacy and security actions, inactions or general practices. By integrating and/or using the Third Party Services, Customer acknowledges and agrees that: (a) Customer is solely responsible for Customer’s compliance with applicable privacy restrictions, laws and regulations, including Customer’s use of the Third Party Service and other data activities Customer may conduct or may permit third parties, including the Third Party Service, to conduct; (b) the activities and use of the data by Customer and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and/or in the integrated Third Party Service. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated Third Party Service.
7.4 Payment for Third Party Services.
Third Party Services may be offered free of charge or for a certain fee, either charged directly by the Third Party Service or by IQRate through the Sites. Wherever the Third Party Service requires a payment and whenever IQRate charges Customer on behalf of the Third Party Services, it will be indicated next to the offering of the Third Party Service and the Customer acknowledges that IQRate serves only as an intermediary role in facilitating or collecting the applicable fees and taxes from Customer, for the Third Party Service, and all payment related issues, including the payment of fees, renewal and refund policy, are governed by the Third Party Agreement.
7.5 Change of Fees.
Customer acknowledges and agrees that IQRate and/or any Third Party Service may change the fees for the Third Party Service from time to time, including imposing a new charge on a Third Party Service that was provided for free.
7.6 Discontinuation of a Third Party Service.
Each of IQRate and the Third Party Services reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilise certain features and actions of the Third Party Service along with our Service.
7.7 Links.
The Sites, Service and/or any Third Party Services may contain links to third party websites and/or other platforms that are not owned or controlled by us (the “Links”). Customer acknowledges and agrees that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites and/or platforms. Customer: (i) is solely responsible and liable for Customer’s use of and linking to third party websites and/or platforms and any content that Customer may send or post to a third-party website and/or platforms; and (ii) expressly release us from any and all liability arising from Customer’s and/or all Users’ use of any third party website and/or platform. Accordingly, we encourage Customer to read the terms and conditions and privacy policy of each third party website and/or platform that Customer may choose to visit.
7.8 Disclaimer of Liability.
IQRate bears no responsibility and/or liability for any Links or third party services, including without limitation, such third party service’s operability or interoperability with our service, security, accuracy, reliability, data protection and processing practices and the quality of its offerings, as well as any acts or omissions by third parties. By accessing and/or using the third party services, Customer acknowledges and agrees that Customer’s access and use of the third party services are at Customer’s sole risk, and Customer is solely responsible for ensuring such third party service’s operation and practices and its respective third party agreement, meet Customer’s needs.
8.1 Loan Submissions.
Customer’s loan submissions may be made in various ways as provided by us, whether by way of an online form or in-product screens or any other mutually agreed upon offline form delivered by Customer or any of the other Users to us, including via mail, email or any other electronic or physical delivery mechanism (the “Loan Submission”). Such Loan Submission will list, at the least, the Customer’s name, contact number, email address, loan amount, property address and type, as well as the Customer’s annual income. Customer’s Loan Submissions are subject to all such other requirements and terms and conditions, as may be amended from time to time, made known to you in the Sites, including at the time of the creation of the Account and/or at the time of submission of the Loan Submissions.
8.2 Fees Payment.
As part of the Service, you may be entitled to payment from third parties (whether through us or which the ultimate payor is the third party or otherwise) such as our partnering Banks (“Third Parties”), of cash rewards and/or rebate (the “cash rewards”), referral fees and/or the like (the “Referral Fees”). Any cash rewards will only be paid upon the User’s successful sign up and the first payment of their loan has been successfully disbursed and, where such payment is paid by the Third Parties through us, after the Third Parties have paid us the cash rewards. The cash rewards will be paid at the later of 31 days from (a) the date of the first disbursement of the User’s loan and/or (b) where such payment is paid by the Third Parties through us, after the Third Parties have paid us the cash rewards.
The Referral Fees will only be paid upon successful referral. A referral is only considered successful when a User signs up with your Referral Code (“Referred User”) and the first payment of their loan has been successfully disbursed and, where such payment is paid by the Third Parties through us, after the Third Parties have paid us the Referral Fees. The Referral Fees will be paid at the later of 31 days from (a) the date of the first disbursement of the Referred User’s loan and/or (b) where such payment is paid by the Third Parties through us, after the Third Parties have paid us the Referral Fees.
You acknowledge that we have no control over, and assume no responsibility for the payment by the Third Parties of any cash rewards and/or Referral Fees. For the purposes of receiving the the cash rewards and/or Referral Fees, you may be required to provide to us certain documents and/or complete and/or execute documents (collectively, the “Finance Documents”) as provided to you and you agree to be bound by all the terms and conditions set out in the Finance Documents. You shall also indemnify and hold us harmless from any proceedings, actions, claims and demands made by any Third Parties against us (including any liability, costs on an indemnity basis and expenses incurred therein) in relation to and/or in connection to the Referral Fees and/or the Finance Documents. We are entitled to, but have no obligations to, set-off any Referral Fees due to you against any other fees for the Service due to us.
9.1 Refund Policy.
Where applicable, unless otherwise provided in the Sites and/or unless otherwise identified by us as refundable, the fees for Service are non-refundable and non-cancellable, and we shall not be under any obligation to terminate the Service and/or give a refund.
10.1 Term.
These terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, unless terminated otherwise in accordance with these terms.
10.2 Termination for Cause.
Notwithstanding and in addition to any other provision in these terms relating to termination, either Customer or we may terminate the Service and these terms, upon written notice, in case that (a) the other party is in material breach of these terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.
10.3 Termination by Customer.
Customer may terminate the Service by deleting the Account. Unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect immediately upon the deletion of the Account.
10.4 Effect of Termination of Service.
Upon termination or expiration of these terms, all rights granted to Customer hereunder shall terminate. In the event that Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto.
10.5 Survival.
Clauses 2.4 (Responsibility for Users), 3 (Your Customer Data), 6 (Privacy and Security), 7 (Third Party Services; Links), 8 (Loan Submissions and Fees Payment), 10 (Term and Termination; Suspension), 11 (Confidentiality), 12 (Disclaimer of Liability), 13 (Exclusion / Limitations of Liability), 14.4 (Indemnification), 15 (Governing Law and Jurisdiction) and 16 (General Provisions), shall survive the termination or expiration of these Terms, and continue to be in force and effect in accordance with their applicable terms.
10.6 Suspension.
Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that Customer or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us, other Customers, and/or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that Customer or any third party, are using the Service in breach of these terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these terms, are or are likely to become, overdue; or (iv) Customer’s or any of its Users’ breach of these terms. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these terms and/or applicable law.
11.1 Confidential Information.
In connection with these terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, bank statements, documents pertaining to property owned by the Customer, marketing information, including without limitation, customers lists and information, know-how, and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Sites and Service, as well as any data, submissions, calculations, reports and materials we provided to Customer in connection with Customer’s evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.
11.2 Confidentiality Undertakings by the Receiving Party.
The Receiving Party will (i) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.
11.3 Compelled Disclosure.
Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.
Notwithstanding anything in these terms or elsewhere to the contrary and to the fullest extent permitted by applicable law:
12.1 Except as expressly set forth herein, the Sites and the Service are provided on an “as is”, “with all faults” and “as available” basis, and without warranties of any kind. We and our affiliates, subcontractors, agents and vendors (including, the third party service providers, hereby disclaim any and all representations and warranties of any kind, including without limitation, warranties and/or representations of merchantability, functionality, title, fitness for a particular purpose and non-infringement, whether express, implied or statutory. The contents of the Sites are provided on an “as is” basis without warranties of any kind. To the fullest extent permitted by law, we do not warrant and hereby disclaim any warranty:-
12.2 We and our vendors do not warrant, and expressly disclaim any warranty or representation that the service and sites, including the access thereto and use thereof, will be uninterrupted, timely, secured, error free, that data won’t be lost, that defects will be corrected, or that the sites and/or service are free from viruses or other harmful code. We and our vendors further disclaim any and all liability or responsibility for any delays, failures, interception, alteration, loss, or other damages that Customer and/or Customer’s data (including Customer Data) may suffer, that are beyond our control. You are responsible for configuring your information technology, computer programmes and platform to access the Sites. Customer should use Customer’s own virus protection software.
12.3 Except as expressly set forth herein, and although we make reasonable efforts to update the information on the Sites, we do not warrant, and expressly disclaim any warranty or representation (i) that our Service (or any portion thereof) is complete, accurate, up-to-date, of any certain quality, reliable, suitable for, or compatible with, any of Customer’s contemplated activities, devices, operating systems, browsers, software or tools (or that it will remain as such at any time), or comply with any laws applicable to Customer; and/or (ii) regarding any content, information, reports or results that Customer obtains through the Service and/or the Sites.
12.4 We shall not be liable for any damage or loss of any kind, howsoever caused as a result (indirect or direct) of the use of the Sites, including but not limited to any damage or loss suffered as a result of reliance on the contents contained or available from the Sites.
12.5 The contents of the Sites do not constitute financial, legal or other professional advice. If financial, legal or other professional advice is required, services of a competent professional should be sought.
Notwithstanding anything in these terms or elsewhere to the contrary and to the fullest extent permitted by applicable law:
13.1 In no event shall we and/or our affiliates, subcontractors, agents and vendors (including, the third party service providers), be liable under, or otherwise in connection with these terms for (i) any indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, costs, anticipated savings; (iii) any loss of, or damage to data, use, business, reputation, revenue or goodwill; and/or (iv) the failure of security measures and protections, whether in contract, tort or under any other theory of liability or otherwise, and whether or not we have been advised of the possibility of such damages in advance, and even if a remedy fails of its essential purpose.
13.2 Further or alternatively, except for the indemnity obligations of either party under section 14.4 (indemnification) herein, Customer’s payment obligations hereunder or breach of these terms, by either Customer and/or any of the Users underlying its account, in no event shall the total aggregate liability of either party, its affiliates, subcontractors, agents and vendors (including, the its third-party service providers), under, or otherwise in connection with, these terms (including the Sites and the Service), exceed the total amount of fees actually paid by Customer (if any) during the 12 consecutive months preceding the event giving rise to such liability. This limitation of liability is cumulative and not per incident.
14.1 Specific Laws.
Except as expressly stated in these terms, we make no representations or warranties that Customer’s use of the Service and/or the Sites is appropriate in Customer’s jurisdiction. Other than as indicated herein, Customer is responsible for Customer’s compliance with any local and/or specific applicable laws, as applicable to Customer’s use of the Service and/or the Sites
14.2 Compliance with Laws.
Customer agrees that in connection with the Service to be provided under these terms and/or Customer’s use of the Service and/or the Sites, Customer will comply with all local and/or specific applicable laws, including without limitation legislation, regulations and/or legal requirements relating to anti-money laundering, anti-corruption, anti-terrorist financing, sanctions, banking, payment systems, privacy, security, land or real property and/or intellectual property infringement. Notwithstanding any other provision of these terms to the contrary, either Party may on written notice immediately terminate the Service and/or these terms upon discovery that the other party is in breach of this Clause 14.2.
14.3 Reasonable Allocation of Risks.
Customer hereby acknowledges and confirms that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by Customer and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both Customer and we have relied on these limitations and risk allocation in determining whether to enter these terms.
14.4 Indemnification.
Customer hereby agrees to indemnify, defend and hold harmless IQRate and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, costs on an indemnity basis and expenses (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these terms or applicable law; and/or (ii) Customer Data and/or Personal Data, including the use of Customer Data and/or Personal Data by IQRate and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.
14.5 Modifications.
We may make changes to these terms from time to time for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these terms, we will provide Customer with notice as appropriate under the circumstances, e.g., by displaying a notice within the Service or by sending Customer an email. Customer’s continued use of the Service after the changes have been implemented will constitute Customer’s acceptance of the changes.
Please read this section carefully, as it involves a waiver of certain rights to bring legal proceedings, including as a class action.
15.1 Class Action.
The parties agree that any claim will be adjudicated on an individual basis and hereby waive any right to assert any claims against the other party as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be against public policy.
15.2 Governing Law.
These terms and Customer’s agreement to these terms shall be governed by and construed in all respects in accordance with the laws of Singapore.
15.3 Amicable Resolution of Dispute and Arbitration.
The parties agree that they will attempt in good faith to full resolve any dispute, controversy or, claim or difference arising out of or relating to or having any connection with these terms and your agreement to these terms or the breach, termination or validity thereof, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it (“Dispute”) through private negotiations within thirty (30) days (the “Negotiation Period”). Any settlement reached in the course of the negotiations shall be made in writing by way of a settlement agreement fully executed and signed between parties within the Negotiation Period.
The Dispute shall be finally settled by arbitration in accordance with the Arbitration Rules (the “Rules”) of the Singapore International Arbitration Centre (the “SIAC”) then in effect and being in force which rules are deemed to be incorporated by reference into this Clause then in effect, except as modified herein. The seat of the arbitration shall be Singapore. The arbitration shall be held, and the award shall be rendered, in Singapore, in the English language. There shall be one arbitrator nominated by the President of the Court of the SIAC. The decision of the arbitration shall be final, binding and incontestable and judgement upon the award may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The parties hereby consent and submit to the personal and subject matter jurisdiction of the relevant courts for purposes of such entry of judgement upon the award and waive notice and service of process as otherwise required by the laws applicable to such courts.
Notwithstanding the foregoing paragraph, the parties agree that we shall have the exclusive right in our sole discretion to elect for any Dispute (i) to be referred to and finally resolved by arbitration as set out in the foregoing paragraph; or (ii) to be determined by the courts of the Republic of Singapore, in which event the parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
16.1 Force Majeure.
Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
16.2 Relationship of the Parties; No Third Party Beneficiaries.
Except as otherwise provided in these terms, the parties are independent contractors and these terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these terms.
16.3 Notice.
We shall use Customer’s contact details that we have in our records, in connection with providing Customer’s notices, subject to this Clause 16.3. Our contact details for any notices are detailed below and/or in the Sites. Customer acknowledges that notices that we provide Customer, in connection with these terms and/or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in Customer’s Account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. Customer further acknowledges that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to Customer will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to IQRate Pte. Ltd. (UEN No.202005332N) at:
Email address: [email protected]
Office Address: 12 Arumugam Road #02-02 (Suite B) , S409958
16.4 Assignment.
These terms, and any and all rights and obligations hereunder, may not be transferred or assigned by Customer without our written approval, provided that Customer may assign these terms to Customer’s successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of Customer’s assets or voting rights, except for an assignment to a competitor of IQRate, and provided that Customer provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of Customer’s obligations under these terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without Customer’s consent or prior notice to you. Subject to the foregoing conditions, these terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorised under this Section 16.4 shall be null and void.
16.5 Severability.
These terms shall be enforced to the fullest extent permitted under applicable law. If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these terms will remain in effect.
16.6 No Waiver.
No failure or delay by either party in exercising any right under these terms will constitute a waiver of that right. No waiver under these terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.
© IQrate 2024
© IQrate 2024