Terms of Use - Handshakes

Terms of Use

HANDSHAKES TERMS OF USE

Last revised: 1 August 2023

 

INTRODUCTION AND SCOPE

THESE TERMS APPLY WHEN YOU USE THE SERVICES 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 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 OUR 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.

YOU MAY ALSO ACCESS OUR PRIVACY POLICY WHICH EXPLAINS HOW WE COLLECT AND USE 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 Authorised 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, Know-how, Intellectual Property Rights or Systems; 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; 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 any information, deliverables, materials, data, or output associated with or delivered through the Services, whether in raw / unprocessed format, or otherwise.
    6. “Fees” shall mean any fees payable by you to us in respect to the Services, as determined and informed by us to you from time to time.
    7. “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.
    8. “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.
    9. “Know-how” shall mean any confidential, proprietary, industrial or commercial information and techniques of ours in any form, including but not limited to our source codes, drawings, formulae, test results, reports, procedures, instructions, manuals, operating conditions, market forecasts, and particulars of customers and suppliers.”
    10. “Loss” shall mean any losses, costs, damages, expenses (including legal fees), taxes, penalties, charges, fines, liabilities, and / or amounts paid in settlement.
    11. “Party” shall mean each party to the Terms, namely us and you; collectively referred to as the “Parties”.
    12. “Services” shall mean all information products, data, services and / or software technologies owned by and / or associated with us or the ‘Handshakes’ brand.
    13. “Systems” shall mean our information technology structure, including computer network and any associated configuration files.
    14. “Taxes” shall mean sales, value added, goods and services, or any other similar taxes.
    15. “Terms” shall mean these ‘Handshakes Terms of Use’ as in effect.
    16. “we”, “us”, “our” or any of its derivatives shall mean DC Frontiers Pte. Ltd. and / or its Affiliates, where applicable.
    17. “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 old 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 unauthorised access to or distribution of the Services by or through the internet or any other means or channels. You may not make your access credentials or account available to others outside your organisation, and you are solely responsible for all activities in respect to the Services that occur using your credentials or account.

 

  1. FEES
In consideration for the Services provided by us, you shall pay to us the Fees (where applicable), together with all applicable Taxes. You shall make payment of the Fees within fourteen (14) days from your receipt of the relevant invoice, failing which, we shall be entitled, without prejudice to our other rights or remedies, to charge late payment interest as permitted under Applicable Law, as of the first day on which payment is overdue and charge any costs incurred during the collection of such outstanding invoices to you. Failure to meet your payment obligations shall be considered a breach of the Terms and shall entitle us to immediately suspend the Services until all outstanding invoices (and any late payment interest accrued) have been fully paid. All amounts paid by you in respect to the Services are non-refundable unless we agree otherwise. You shall pay all Fees without set-off or counterclaim, without deduction or withholding on account of any taxes, levies, imports, duties or charges of any nature.

 

  1. TERMINATION
The Terms shall take effect when you use the Services and remain in effect until the Terms are terminated. We may terminate the Terms and discontinue your use of the Services 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 unable to comply with any of our regulatory or statutory duties; (ii) a material change of control occurs on your part; (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 the termination of the Terms, you will 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 termination or your 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 agree to accept and 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; (ii) you shall not commercialise, 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 authorisation and subject to any additional terms we may impose; (iii) 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, or modify, reverse engineer, disassemble or decompile the Services or DCF Information, or any software contained therein; (iv) you shall not install, develop or use any software, program or device in connection with the Services that is not dispensed by us, or 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; (v) you shall not market, display or otherwise provide the Services or DCF Information directly or indirectly to any third-party information retrieval networks selling or licensing information to third parties or to any distributor or redistributor; (vi) you shall not place any hypertext or other links within the portion of the screen displays / display pages that contains the Services or DCF Information such that the hypertext or other link is commingled with or placed within the contents of the Services or DCF Information; (vii) you shall not distribute the Services or DCF Information or any portion thereof through any service of yours or with a third party (i.e. joint or co-branded services), or authorise any third party to link, bookmark or point from a third-party service to the Services or DCF Information; (viii) you shall not cause or permit all or any part of the DCF Information to be copied, stored or used in any databases for access by you or any third party, or in any manner which could cause such databases to become a substitute source for the DCF Information; (ix) you shall not use any of our trademarks, tradenames, or service marks in respect to the Services or DCF Information in any manner which could create the impression that such names or marks belong to or are identified with you; and (x) 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. You shall procure that any of your Authorised 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 Authorised Recipients. You shall upon our request, declare and confirm in writing that there has been no unauthorised 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. 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.

 

  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 third-party 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 or Know-how associated therewith are developed and prepared by us (and our third-party 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 other third-party information providers); (iii) 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; (iv) 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; (v) 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; (vi) 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 third-party 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. To the fullest extent permitted by law, you shall indemnify, hold harmless and at your expense, defend us (and if applicable, our Affiliates, Authorised Recipients, and third-party information providers) from and against all Loss in connection with the use of the Services by you.

 

  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. Any liability of a Party will be reduced to take into account any contributory negligence on the part of the other Party and the extent to which the other Party has caused or contributed to the relevant Loss or liability. 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 Affiliates, Authorised Recipients or third-party 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 (and if applicable, our Affiliates, Authorised Recipients or third-party information providers) in connection with the Services 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
You shall restrict the possession, knowledge, and use of the Confidential Information only to your Authorised Recipients as the case may be, strictly on a need-to-know basis and shall procure that each Authorised 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 Authorised Recipient as if you were the one that had breached such term. You shall notify us immediately upon discovery of any unauthorised use or disclosure of Confidential Information and cooperate with us in every reasonable way to regain possession of such Confidential Information and prevent its further unauthorised use or disclosure. All Confidential Information in respect to the Services and DCF Information (along with all rights attached thereto) will remain our exclusive property. Upon the termination of the Terms, 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 authorised 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 third-party 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 authorisation. 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 determine otherwise), excluding any conflict of law provisions. The competent court of Singapore (unless we 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
Assignment: You may not assign, transfer, sublicense or otherwise dispose of any of your rights under the Terms without our prior written consent. 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. Third-party rights: The Terms shall be binding on and shall apply for the benefit of the Parties, its representatives and successors in title and permitted assignees hereunder only. Nothing expressed or implied in the Terms is intended to give, or shall be construed to give, any person or entity other than the Parties and their permitted successors and assignees hereunder, any benefit or legal or equitable right remedy or claim, unless explicitly agreed in writing by the Parties. Any person who is not a Party to the Terms shall have no right to enforce any of its provisions. 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 5 to 11 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. Relationship: Each Party is an independent contractor. Neither Party is the agent of the other Party or authorised to make any statements to commit the other Party in any way. Neither Party shall incur any expenditure or cost on behalf of the other Party or any of its Affiliates without the prior written consent of the other Party. Further Assurances: Each Party shall perform such acts and execute and deliver such additional documents as the other Party may reasonably request to better evidence or give effect to any of the provisions of the Terms.