Terms of Use - Handshakes

Terms of Use

HANDSHAKES TERMS OF USE

Last revised: 15 January 2025

 

INTRODUCTION AND SCOPE

THESE TERMS APPLY WHEN YOU USE THE SERVICES (INCLUDING ANY ASSOCIATED DATA, CONTENT, FEATURES AND / OR OUTPUT) OF DC FRONTIERS PTE. LTD. OR ANY OF OUR AFFILIATES IN THE APPLICABLE JURISDICTION. BY INDICATING YOUR ACCEPTANCE OF THE TERMS OR USING THE SERVICES IN ANY MANNER, YOU AGREE TO ACCEPT AND BE BOUND BY THE TERMS, AS MADE AVAILABLE ON OUR WEBSITE AT THE FOLLOWING LINK: HTTPS://WWW.HANDSHAKES.AI/TERMS-OF-USE/.

IF AT ANY TIME YOU DO NOT AGREE TO THE TERMS (WHOLLY OR PARTIALLY), PLEASE IMMEDIATELY REFRAIN FROM ACCESSING OR USING THE SERVICES. WE RESERVE THE RIGHT TO DETERMINE THAT EACH OCCASION OF USE OF THE SERVICES BY YOU CONSTITUTES AN INDEPENDENT ACCEPTANCE OF THE TERMS, IN ADDITION TO ANY OTHER DOCUMENTS OR CONTRACTS YOU MAY HAVE EXECUTED WITH US PRIOR TO SUCH USE

WE RESERVE THE RIGHT TO REVISE THE TERMS FROM TIME TO TIME TO REFLECT CHANGES IN OUR BUSINESS, SERVICES, PRACTICES AND POLICIES AND / OR ANY APPLICABLE LAWS, WITHOUT CONSULTING OR PRE-INFORMING YOU. IF WE DO MAKE SUCH REVISIONS, WE WILL REFLECT THE LATEST REVISED TERMS ON THIS PAGE AND INDICATE THE DATE ON WHICH THE TERMS WAS LAST REVISED. WE ENCOURAGE YOU TO REVIEW THIS PAGE PERIODICALLY, ESPECIALLY BEFORE YOU USE THE SERVICES. YOUR CONTINUED USE OF THE SERVICES AFTER ANY REVISIONS TO THE TERMS ARE MADE CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS.

OTHER CHANNELS

IF YOU HAVE ANY QUERIES, CONCERNS OR COMPLAINTS PERTAINING TO THE TERMS, SERVICES (INCLUDING ANY ASSOCIATED DATA, CONTENT, FEATURES AND / OR OUTPUT), OR ANY OF OUR POLICIES AND PRACTICES IN RELATION THERETO, PLEASE DO NOT HESITATE TO REACH OUT TO US AT [email protected].

YOU MAY ALSO ACCESS OUR PRIVACY POLICY WHICH EXPLAINS HOW WE COLLECT, USE AND DISCLOSE PERSONAL INFORMATION.

DEFINITIONS

For the purposes of the Terms, the following definitions shall apply unless the context requires otherwise:
    1. “Affiliates” shall mean with respect to any person or entity, any other person or entity directly or indirectly controlling or controlled by or under direct or indirect common control of that specified person or entity. For the purposes of this definition, “control”, when used in respect of any specified person or entity means the power to direct or cause the direction of the management or policies of such person or entity, whether through ownership of voting securities, contract or otherwise.
    2. “Applicable Law” shall mean any and all applicable laws, statutes, orders, regulations, rules, requirements, practices and guidelines of any government, regulatory authority or self-regulating organisation that applies to or governs the Terms and its subject matter in its applicable jurisdiction.
    3. “Authorised Recipient” shall mean directors, officers, employees, human resources (including consultants and contractors), professional advisors, accountants and ultimate shareholders of a Party and its Affiliates, as the case may be.
    4. “Confidential Information” shall mean any non-public information which relates to our business, operations or technology, whether disclosed by us, our Authorized Recipient or Affiliate, or by a third party and which: (i) is designated or marked as confidential; (ii) given the nature of the information or circumstances surrounding its disclosure, should reasonably be considered as confidential, including without limitation, any DCF Information or our Intellectual Property Rights; or (iii) which is identified as confidential at the time of disclosure. Provided that confidential information shall not include any information that: (i) is or becomes publicly available other than as a result of breach of the Terms by the receiving Party; (ii) was rightfully in the possession of the receiving Party prior to disclosure to it by the disclosing Party; (iii) is developed independently by the receiving Party without access to, or use or knowledge of the confidential information; (iv) is received from a third party who did not acquire or disclose such information in breach of any obligations of confidentiality to the disclosing Party in relation to the information; (v) is disclosed with the prior written consent of the disclosing Party (including references to you as our customer); or (vi) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or by any Applicable Law or regulation.
    5. “DCF Information” shall mean mean all information, deliverables, materials, data, or output associated with and / or delivered through the Services, whether in raw / unprocessed format or otherwise, and shall also include without limitation: (i) all confidential, proprietary, industrial or commercial information and techniques of DCF in any form, including but not limited to its source codes, algorithms, executable files, drawings, formulae, test results, reports, procedures, instructions, manuals, operating conditions, market forecasts, and particulars of customers and suppliers; (ii) DCF’s trade secrets consisting of information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and (iii) DCF’ systems and applicable information technology structure, including its computer network, databases and any associated configuration files.
    6. “Force Majeure Event” shall mean an event which is beyond the reasonable control of the affected Party, including but not limited to the loss, failure or malfunction of utilities, computers or Systems failure, failure of equipment, failure or malfunction of communications media, interruption of power supplies, accidents and / or labour disputes and unrest, strike, lock-out, civil or military action, acts of terrorism, war (whether declared or not), riot, insurrection, sabotage, acts of God, natural disasters and events, epidemics or pandemics, disease, quarantine and governmental actions.
    7. “Intellectual Property Rights” shall mean any and all: (i) copyrights, trademarks, trade names, domain names, goodwill associated with trademarks and trade names, designs and patents, relating (but not limited) to the Services or DCF Information; (ii) rights related to know-how, innovations, trade secrets, moral rights; and (iii) any other technological, industrial, proprietary and intellectual property related rights anywhere in the world and all renewals and extensions thereof, that exist or thereafter come into existence regardless of whether or not such rights have been registered or declared.
    8. “Loss” shall mean any incurred or claimed losses, costs, damages, expenses (including legal fees), taxes, penalties, charges, fines, liabilities, and / or amounts paid in settlement.
    9. “Party” shall mean each party to the Terms, namely us and you; collectively referred to as the “Parties”.
    10. “Services” shall mean any and all information products, data, services and / or software technologies owned by and / or associated with us or the ‘Handshakes’ brand, including white-labelled versions thereof.
    11. “Terms” shall mean these ‘Terms of Use’ as in effect.
    12. “Third-party Integrations” shall mean certain data, information and / or applications contained or integrated within the Services which are or may in the future be licensed to DCF from third-party providers for redistribution to you via our Services.
    13. “we”, “us”, “our” or any of its derivatives shall mean DC Frontiers Pte. Ltd. and / or its Affiliates, where applicable.
    14. “you”, “your”, “yours” or any of its derivatives shall mean the individual and / or entity to which the Terms apply.

 

  1. REGISTRATION & ACCESS
Your acceptance of the Terms shall be on behalf of an entity you represent and / or on behalf of yourself, individually. You must be at least eighteen (18) years of age to use the Services. If you are under the age of 18, you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. If you accept the Terms on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to the Terms.  If you do not have such authority, are under eighteen (18) years of age, or do not agree to the Terms, you must not and shall immediately cease all use of the Services.

 

  1. SERVICES
The Services are provided by us to you on a limited, term-based, non-exclusive, non-transferable and non-sublicensable basis. You agree to access and use the Services strictly in accordance with the Terms and any Applicable Laws which you are subject to. You shall provide in a timely manner all information and assistance that we may reasonably request in respect to the Services and shall ensure that such information provided by you to us is true, complete, accurate, not misleading and in compliance with Applicable Law, and notify us of any subsequent changes to such information. The Services are provided on an ‘as-is-where-is’ basis. You shall be responsible for meeting any technical specifications required to access and use the Service and for payment of any applicable internet, telecommunication, data, or any other related charges incurred in connection with the delivery and use of the Services. You shall maintain adequate information security measures and precautions appropriate to the risk and consistent with the then current industry standards, including among other things, the use of a secure server and protective firewalls and secure passwords / user IDs, to prevent all unauthorized access to or distribution of the Services by or through the internet or any other means or channels. You shall not make your access credentials or account available to others, and you are solely responsible for all activities in respect to the Services that occur using your credentials or account. You may not assign, transfer, sublicense or otherwise dispose of any of your rights under the Terms without our prior written consent.

 

  1. TERMINATION
The Terms shall take effect when you use the Services and remain in effect until your use of the Services are discontinued. Notwithstanding, we reserve the right to terminate or suspend your use of the Services (whether temporarily or permanently) at any time, for any reason, and without any liability to you by giving you at least thirty (30) days prior written notice OR immediately in the event that: (i) we are required to pursuant to the direction of any judicial, statutory or regulatory body / authority; (ii) a material change of control occurs on your part which results in a change in power to direct or cause the direction of management of policies, whether through ownership of voting securities, contract or otherwise; (iii) reputational or integrity risks occur or might occur that are detrimental to us; (iv) we reasonably suspect any fraudulent, unlawful or criminal activities on your part or on the part of your Affiliates; (v) you fail to perform or are otherwise in default or breach of any one or more of your obligations under the Terms; and / or (vi) we are affected by a Force Majeure Event which continues for a period of more than thirty (30) days and which prevents us from performing all, or a material part of our obligations under the Terms. Following such termination or suspension, you shall immediately cease all direct or indirect use of the Services via any means or channels, and purge all DCF Information in your possession, save for any portion of DCF Information that has been specifically purchased and paid for by you pursuant to the Services. For the avoidance of doubt, any cessation of use of the Services does not release you from any obligation or liability incurred beforehand, or which are specified to survive under the Terms.

 

  1. RESTRICTIONS
You shall abide by the following restrictions in relation to your use of the Services and DCF Information: (i) you shall access and use the Services and DCF Information only for your internal business purposes and shall not describe our third-party information providers as the source of any DCF Information. Any use of the Services or DCF Information for any other purpose or in any manner inconsistent with the Terms or Applicable Law shall not be permitted; (ii) you may store items of information obtained via the Services and distribute limited extracts of such information amongst authorized personnel within your organization that you are engaged by or under your control for your internal business purposes only. Any further storage, copying or distribution of such information for any other purpose (including but not limited to databasing or creating a substitute source of DCF Information for your access is not permitted; (iii) you shall not share your allocated credentials or other account information used to access the Services or DCF Information with any other individual or entity , or use the Services via any automated means, technologies, simulations, scripts, bots or artificial intelligence; (iv) you shall not commercialize, resell, recirculate, reproduce, sub-license, publish, distribute, or otherwise make available the Services or DCF Information, whether wholly or in part, to any third party except with our prior written authorization and subject to any additional terms we may impose; (v) you shall not use the Services or DCF Information as part of your intranet or other internal network, create archival or derivative works based on the Services or DCF Information or any portion thereof, other than for your internal business purpose; (vi) you shall not modify, reverse engineer, disassemble or decompile the Services or DCF Information, or any software contained therein; (vii) you shall not install, develop or use any software, program or device in connection with the Services that is intended to modify, harass or bypass any features, security mechanisms or limitations in respect to the Services, harm us or other users of the Services, consume all of an available system resource, replicate or attach itself to other programs (i.e. viruses or worms), steal or compromise any credentials, passwords or data and / or evade any licensing or copyright restrictions; (viii) you shall not use any of our trademarks, tradenames, or service marks or that of our information providers in any manner which could create the impression that such names or marks belong to or are affiliated with you and / or any third party; (ix) you shall not use the Services and DCF Information in any manner that is competitive with any product or service then being offered by us; and (x) you shall not take any action that would circumvent any of these restrictions, whether wholly or partly, including but not limited to the engagement of / through third parties. You shall procure that any of your Authorized Recipients who have access to the Services or DCF Information shall adhere to the Terms in so far as applicable, as if they were a party thereto. You shall be contractually responsible for any breach of the Terms by such Authorized Recipients. You shall upon our request, declare and confirm in writing that there has been no unauthorized access or use of the Services and / or DCF Information and that you have complied with the Terms. We are entitled to check and monitor your use of the Services and / or DCF Information for the purposes of supporting and verifying your compliance with the Terms. On reasonable request and notice, you shall cooperate with us as necessary to demonstrate such compliance and provide us with access to all relevant records, systems, accounts, and documentation necessary to conduct a thorough audit, together with examples of your usage of the Services and / or DCF Information. If we have reasonable grounds to believe that you have breached any of the restrictions stated in this section, we are entitled to immediately discontinue or suspend the Services and pursue any remedies available under Applicable Law in respect of such breach. The rights and obligations under here shall survive the termination in so far as applicable and permitted under Applicable Law.

 

  1. ASSURANCES
By using the Services, you acknowledge and accept that: (i) All proprietary rights (including copyrights, trade secrets, database rights and trademark rights) in the Services, DCF Information and all components thereof are and shall remain the exclusive property of us (and our information providers, where applicable). You shall comply with all written requests made by us to protect such rights with the same degree of care used to protect your own rights (no less than reasonable efforts); (ii) the Services and any DCF Information associated therewith are developed and prepared by us (and our information providers, where applicable) through the application of methods involving substantial time, effort and expenditure, and constitute valuable Intellectual Property Rights and / or trade secrets of us (and our information providers); (iii) your access to and use of Third-party Integrations are subject to additional terms and pass-through requirements separately imposed by Third-party Integrations’ provider(s), which apply together with the Terms. We do not guarantee the continued availability of and reserve the right to discontinue, modify or replace such Third-party Integrations (or any portion thereof) at any time at our discretion; (iv) we reserve the right to alter, modify or discontinue the Services and any portions or configurations thereof from time to time at our discretion. Such alterations and / or modifications may include the addition or withdrawal of features, checks or limitations on usage, or changes in instructions and / or documentation; (v) we may, for formatting purposes, include such codes, tags, instructions and other technical applications as may be necessary or desirable to make the Services compatible with your structure, search logic, or other formatting arrangement; (vi) you shall promptly notify us in writing upon becoming aware of any unauthorised access or use of the Services or DCF Information, or any allegation of infringement upon any third-party intellectual property, contractual, statutory or common law rights; (vii) we make no warranty, express or implied, as to the results to be attained by you or others from the use of the Services or DCF Information, and there are no express or implied warranties of merchantability or fitness for a particular purpose or use; (vii) all information and data contained in the Services are derived from publicly available information and / or sources deemed reliable. However, we (and our information providers) do not warrant, whether expressly or impliedly, the correctness, accuracy, veracity or completeness of information furnished in connection with the Services; and (viii) you shall be responsible for the information and data used by you and the resultant output thereof. Information and data contained in the Services are subject to change without further notice, and shall not be construed as legal, business or tax advice, a credit report, or in any way to form an opinion on a person’s eligibility for credit.

 

  1. LIABILITY
We shall not be liable to you for any default resulting from a Force Majeure Event, which shall be deemed to include any circumstances beyond our reasonable control. To the fullest extent permitted by law, you shall indemnify, hold harmless and at your expense, defend us (and if applicable, our information providers) from and against all Loss in connection with any breach of the Terms or use of the Services by you. Each Party shall use reasonable efforts to mitigate any and all Loss that it may suffer or incur in whole or in part attributable to the other Party. Notwithstanding, in no event shall we (and if applicable, our information providers) be liable for any indirect, special, incidental, punitive or consequential damages, including loss of profits, trading losses, business interruption losses or lost time or goodwill, even if we have been advised of the possibility of such damages, whether in contract, tort, strict liability or otherwise. In no event shall our maximum cumulative liability in connection with the Services and / or the Terms, regardless of the form of action, whether in contract, tort, strict liability or otherwise, exceed the lower of: (i) one thousand (1,000) Singapore Dollars; or (ii) any Fees paid by you to us in the month such liability is alleged to have arisen.

 

  1. CONFIDENTIALITY
All DCF Information and any commercial, technical, non-public information received about the Services is confidential to us. You shall: (i) maintain it as such and take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of such information, including at a minimum, using policies, procedures and technology as protective as used in respect to the your own similar information; (ii) not disclose such information to any third party without our prior written consent; (iii) not use such Information for any purpose other than those permitted herein; (iv) notify us immediately upon discovery of any unauthorized use or disclosure of such information and cooperate with us in every reasonable way to regain possession of such information and prevent its further unauthorized use or disclosure; and (v) not exploit such information or otherwise use such information in any manner to directly or indirectly compete, damage and / or procure a commercial advantage against us. You shall restrict the possession, knowledge, and use of the Confidential Information only to your Authorized Recipients as the case may be, strictly on a need-to-know basis and shall procure that each Authorized Recipient shall adhere to the Terms as if they were a party thereto. You shall be responsible for any breach of the Terms by an Authorized Recipient as if you were the one that had breached such term.. All Confidential Information in respect to the Services and DCF Information (along with all rights attached thereto) will remain our exclusive property. Upon cessation of your use of the Services or your receipt of our written request, you shall purge all Confidential Information in your control or possession, unless required to be retained for compliance, audit, or record-keeping purposes under Applicable Law. You shall cause your authorized representative to certify your compliance with this section upon receipt of a written request from us, provided that any Confidential Information not purged but retained shall be kept strictly in accordance with the confidentiality obligations specified in the Terms.

 

  1. INTELLECTUAL PROPERTY
All Intellectual Property Rights in respect to the Services and DCF Information shall be retained and remain exclusively vested in us, our Affiliates and / or our information providers, where applicable. You shall not: (i) copy, modify, publish, transmit, distribute, display or sell such Intellectual Property Rights; (ii) decompile, disassemble, reverse engineer or otherwise deal in respect to such Intellectual Property Rights; (iii) use such Intellectual Property Rights (including its copyrights, trademarks, tradenames, or service marks) for promotional or marketing purposes; and / or (iv) enhance, modify or alter such Intellectual Property Rights, without our express written authorization. Where any such enhancement, modification or alteration results in the creation of new Intellectual Property Rights, such new rights shall vest exclusively with us unless we agree otherwise, and you undertake to execute any assignments of such new rights in our favour. Any violation or infringement of our rights under the Terms, including without limitation to any breach of confidentiality obligations or Intellectual Property Rights could cause irreparable harm for which monetary damages may be difficult to ascertain or an inadequate remedy. We shall have the right, in addition to any other rights and remedies, to apply for a court order to enforce compliance with the Terms, or to stop any (actual or threatened) breach thereof via preliminary or permanent injunctive relief.

 

  1. GOVERNING LAW
The Terms and any disputes or claims arising out of or relating to its subject matter or formation (whether contractual or otherwise) are exclusively governed by and construed in accordance with the laws of Singapore (unless we in our sole discretion, determine otherwise), excluding any conflict of law provisions. The competent court of Singapore (unless we in our sole discretion, determine otherwise) shall have the exclusive jurisdiction to settle any such dispute or claim, and each Party irrevocably submits to the exclusive jurisdiction of such court and waives any objection to proceedings in such court on the ground that the proceedings have been brought in an inconvenient forum. Notwithstanding, we may seek injunctive or other equitable relief in any court of competent jurisdiction worldwide.

 

  1. GENERAL
Amendments: No modification, amendments or supplements to the Terms shall be effective for any purpose unless it is explicitly agreed in writing by the Parties or made in accordance with the Terms. Severability: If any provision of the Terms is held by a competent court or other competent authority to be illegal, unlawful, invalid, void or unenforceable in whole or in part, or if the law changes so it becomes illegal, unlawful, invalid, void or unenforceable to any extent, such provision in whole or in part shall be deemed not to form part of the Terms, and the validity of the other provisions of the Terms and the remainder of the provision in question (if any) shall not be affected. Remedies and Waivers: Any failure or delay of a Party to assert any right, power or privilege under the Terms, shall not be deemed to constitute a waiver of that Party’s right to enforce each and every provision of the Terms, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise. Survival: Any section and / or clause of the Terms that expressly or impliedly has an effect after the termination, recission or expiration thereof, shall continue to be enforceable notwithstanding such termination, rescission or expiration. This shall apply (without limitation and in any event) to sections 4 to 10 of the Terms in so far as applicable. Notices: All notices, demands or other communications required or permitted to be made under the Terms shall be in writing and delivered personally or sent by prepaid registered post or by email. Such notice shall be deemed to have been received at the time of delivery, if delivered by hand or email, or when in the ordinary course of posting it would be received if delivered by post.

 

NOTE: if you have any queries, concerns or complaints pertaining to the Terms, Services (including any associated data, content, features and / or output), or any of our policies and practices in relation thereto, please do not hesitate to reach out to us at [email protected].