TERMS OF SERVICE

 

Cell Intelligence Technology: Terms of Service

Last Updated: 1st April 2018

1.TERMS OF SERVICE

The terms and conditions set out herein (the “Terms of Service”) constitute a binding agreement between yourself and Cell Intelligence Technology Pte. Ltd., a limited liability company registered in Singapore with Unique Entity Number 201811936C (“CI”, “we”, or “us”).

The Terms of Service apply to and govern your access to and use of the CI website (comprising all webpages located at http://cit2u.com and https://cellintel.io/) (“CI Platform”) and the services CI offers in relation thereto (each, a “Service” and collectively, the Services”), and any information, text, graphics, images, files, designs, or other materials uploaded, downloaded, or appearing on the CI Platform or in connection with our provision of the Services (collectively referred to as the “Content”).

Upon your completion of registration as a member on the CI Platform or your first access and use of the Services, whichever is earlier, you will be deemed to have read and accepted the Terms of Service and agreed to be bound by them and any and all other applicable terms referenced herein absolutely.

CI reserves the right to modify or change these Terms of Service from time to time at its sole discretion without being obliged to notify you in advance. CI will post any such modifications or changes on the CI Platform. You are advised to check this page periodically for modifications or changes to these Terms of Service. If you continue to access and use the Services after these Terms of Service have been modified or changed, you will be deemed to have understood and agreed to be bound by such modifications or changes.

IF YOU DO NOT ACCEPT ANY PART OF THESE TERMS OF SERVICE, OR ANY MODIFICATION OR CHANGE THEREOF, PLEASE IMMEDIATELY STOP ACCESSING AND USING THE CI PLATFORM AND THE SERVICES.

2.INTERPRETATION

Clause headings do not affect the interpretation of these Terms of Service.

Unless the context otherwise requires, words in the singular include the plural version and words in the plural include the singular version.

Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression are to be construed as illustrative and do not limit the sense of the words, descriptions, definitions, phrases, or terms preceding those terms.

3.CHANGES TO THE SERVICES

You agree that the form, nature, and scope of the Services may, depending on CI’s business needs and circumstances, change from time to time without prior notice to you. In addition, CI may cease (permanently or temporarily) providing the Services, or any features therein, to you specifically or to users of the CI Platform generally without prior notice. CI also reserves the right to impose limits on your access to or use of the Services at our sole discretion at any time without prior notice to you.

4.ACCOUNT INFORMATION AND SECURITY

In order to access and use the CI Platform and the Services, you may need to create a passwordprotected account. We may ask you to provide us with certain personal information to open your account or in the course of your use of the CI Platform or the Services generally.

You agree to provide correct, accurate, complete, and up-to-date personal information, and to promptly update your personal information in the event of any change to the information you have previously supplied to us. You further agree that you will not register an account in the name of a third party, register for a duplicate account, or share your account.

You are solely responsible for maintaining the security of your account and for all actions and activity associated with your account, whether or not authorized or carried out by you, including purchases made using any payment instrument. We recommend that you take the following precautions to ensure your account remains secure.

(a)Refrain from sharing your account details or password with others.

(b)If you share your computer with another person or use a public computer, ensure that you log out of your account after use.

(c)If you believe that your account or password has been misappropriated or otherwise compromised, notify CI immediately.

CI reserves the right to suspend or terminate your account, or deny you access to and use of the Services, without prior notice if you:

(i)provide incorrect, inaccurate, incomplete, or out-of-date information;

(ii)fail to provide information deemed necessary by CI;

(iii)have a duplicate account;

(iv)register or use the Services in the name or using the account of a third party; or

(v)if CI knows or has reason to believe that your account is being fraudulently used by a third party.

We will comply fully with the Personal Data Protection Act 2012 in relation to all personal information you provide to us. Please refer to our Privacy Policy for further details.

5.ACCESSING THE CI PLATFORM AND THE SERVICES

You are responsible for ensuring that it is lawful for you to access and use the CI Platform and the Services, and that you do so in full compliance with all applicable laws, regulations, and international practices relating to the use of the Internet. We reserve the right at all times (but are not obliged) to merge, suspend, or terminate your use of or access to the CI Platform or the Services at our sole discretion, and without any liability or obligation to you.

You agree that in accessing or using the CI Platform, the Services, or any Content, you may not:

(a)access or use any of the same in a manner that is unlawful, illegal, fraudulent, or harmful, or in connection with or for any unlawful, illegal, fraudulent, or harmful purpose or activity, or for any commercial purpose or activity not previously authorized by CI;

(b)access, tamper with, or use any password-protected, secure, or non-public areas of the Services or the CI Platform, or access data on the CI Platform not intended for you, except as specifically authorized in writing by CI;

(c)probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;

(d)access or search the Services by any means (automated or otherwise, including by scraping, using bots, or by mining data) other than through the currently available and published interfaces provided by CI;

(e)use the CI Platform or the Services in any way to send altered, deceptive, or false sourceidentifying information;

(f)interfere with or disrupt (or attempt to interfere with or disrupt) the access of any user, host, or network, including, without limitation, sending, transferring, or distributing any virus, Trojan horse, worm, logic bomb, or other malicious or technologically harmful material; overloading, flooding, spamming, mail-bombing the CI Platform; or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the CI Platform;

(g)alter or modify the CI Platform or the Content, or make any electronic reproduction, adaptation, distribution, performance, or display of the CI Platform or the Content (or any part thereof);

(h)remove or modify any proprietary notice or labels on the CI Platform, or use any of CI’s trademarks as meta-tags on any other website or application;

(i)copy, modify, erase, or damage any information contained on computer servers used or controlled by the CI Platform;

(j)use the CI Platform to violate or infringe any third party rights or interests, including rights relating to reputation, privacy, confidentiality, trade secrets, or intellectual property (e.g., trade marks, copyrights, and patents), or to publish or transmit material or take any action that is any harassing, libelous, defamatory, insulting, indecent, abusive, tortious, threatening, harmful, offensive, illegal, objectionable, or otherwise against public order or good custom;

(k)impersonate or misrepresent your affiliation with any person or entity to CI or in the course of using the CI Platform or the Services; and

(l)otherwise take any action that does not comply with the intended use of the CI Platform or the Services, or that CI has reason to believe is inappropriate.

Attempts to do any of the above prohibited acts are likewise not permitted. CI will report any such breach to the relevant law enforcement authorities and will co-operate fully with them in addressing the breach. This may include disclosing your identity to them. In the event of such a breach, we will terminate your account and your right to access and use the CI Platform and the Services will cease immediately.

We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:

(i)satisfy any applicable law, regulation, legal process, or governmental request;

(ii)enforce these Terms of Service, including to investigate potential violations hereof;

(iii)detect, prevent, or otherwise address fraud, security, or technical issues;

(iv)respond to user support requests; or

(v)protect the rights, property, or safety of CI, its users, and the public.

6.USE ON BEHALF OF OTHER PERSON

If you access or use the CI Platform or the Services, or expressly agree to these Terms of Service, on behalf of another individual or legal person, you are deemed to have represented by your conduct to CI that you are duly authorized to so act on behalf of the other person. Both you and the person you represent will be considered to have agreed to and be bound by these Terms of Service, and all references to “you” in these Terms of Service will be to yourself and the person you represent, unless the context requires otherwise.

7.INTELLECTUAL PROPERTY RIGHTS

As between yourself and us, we own and retain all proprietary rights in the CI Platform and the Services. The CI Platform contains proprietary content and information (e.g., software, programs, and the Content) of CI, third parties, and CIaffiliated parties and licensors that are protected by intellectual property laws, including laws relating to trade marks, patents, copyright, trade secrets and know-how. You may not use, modify, reproduce, broadcast, distribute, publish, perform, decompile, reverse engineer, or translate such proprietary content and information without the prior written consent of CI, or the relevant third parties, CI-affiliated parties, or licensors. Nothing herein shall be construed as granting any license or right to use the CI Platform, the Services, or the proprietary content and information except as expressly provided herein.

Trade marks, service marks, trade names, and logos used and displayed on the CI Platform (the Trade Marks”) are registered and unregistered trademarks of CI, its affiliates, or third parties. Nothing on the CI Platform or in these Terms of Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Marks without the written permission of us or any other applicable trade mark owner.

You may upload content, information, text, graphics, logos, icons, images, data compilations, or other materials onto the CI Platform for various purposes, including to submit or update your account information (the “User Materials”). By uploading, transmitting, importing, or otherwise providing any User Materials to CI through the CI Platform, you represent and warrant that you have the right to grant and are deemed to grant CI a non-exclusive, worldwide, royalty-free, irrevocable license to use, modify, reproduce, broadcast, distribute, publish, perform, decompile, reverse engineer, or translate the User Materials to provide you with the CI Platform and the Services, for the purposes for which you have provided the User Materials, and for other legal or business purposes related to the CI Platform and the Services.

You are solely responsible for your own User Materials. You are to ensure that the uploading, transmitting, importing, or providing of your User Materials does not infringe the intellectual property rights or other rights of third parties. If you have no legal right to authorize CI to use, modify, reproduce, broadcast, distribute, publish, perform, decompile, reverse engineer, or translate the User Materials, and to transfer the foregoing rights to a third party, please do not upload, transfer, import, or provide the relevant User Materials to CI.

If you believe that your intellectual property rights have been infringed, please contact CI via e-mail at service@cit2u.com.

8.DISCLAIMER OF WARRANTY

Although we will endeavor to ensure the proper functioning and operation of the CI Platform and the Services, the CI Platform and the Services are provided on an “as is” and “as available” basis. We do not guarantee that the CI Platform and the Services will always be available without interruption and will not be liable to you if, for any reason, the CI Platform or the Services are unavailable for any period of time. We further reserve the right to suspend, withdraw, or discontinue the provision of all or any part of the CI Platform or the Services, or your access to the same, without prior notice to you for any reason, including to carry out necessary maintenance, to modify or upgrade the CI Platform or the Services, or due to circumstances beyond our reasonable control (including, without limitation, any internet service provider failure, communications equipment failure, power failure, natural disasters, acts of war or terrorism, or civil commotion).

We make no express or implied representation or warranty of any kind including, without limitation, any warranties on merchantability, title, fitness for any particular purpose, non-infringement, and any warranties arising by course of dealing or custom of trade. All other warranties relating to fitness for purpose, quality, or condition of the CI Platform or the Services implied by statute or common law are excluded to the fullest extent permitted by law. We also make no representations, warranties, or guarantees, whether express or implied, that our Services or any Content on the CI Platform are accurate, complete, entirely free from error, or up-to-date, and are not liable for any errors or discrepancies in the Services or the Content.

You access and use the CI Platform and the Services at your sole risk. We do not warrant the security of any information transmitted by or to you through CI Platform or the Services. You accept the risk that any information transmitted or received through CI Platform or the Services may be accessed by unauthorised third parties or disclosed by CI to third parties purporting to be you or purporting to act under your authority. Transmission over the Internet and e-mail may also be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet, and CI will not be liable for any loss or damage to you arising therefrom.

Products, services, or content on the CI Platform may originate from a third party. We do not endorse, warrant, or otherwise guarantee any such product, service, or content, and are not and will not be deemed to be a party to any transaction between you and any third party.

9.LIMITATION OF LIABILITY

Without limiting the generality of the foregoing, in no event will CI or any of its affiliates, employees, directors, officers, or agents be liable to you or any other person for any direct, indirect, incidental, special, punitive, or consequential loss or damage, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort). Such loss or damage includes, without limitation, damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connection with the CI Platform or the Services, even if CI, or any of its affiliates or suppliers, has been advised of the possibility of such loss or damage.

You acknowledge and agree that you will exercise and rely solely on your own skill and judgment in accessing and using the CI Platform and the Services, and that you are responsible for ensuring that your use of the CI Platform and the Services complies with all applicable legal requirements.

10.INDEMNIFICATION

You agree to fully indemnify and hold harmless CI, its parents, subsidiaries, and affiliates, and its and their respective directors, officers, partners, employees, and agents (collectively, the “Indemnified Parties”) from and against all claims, damages, and losses (including any direct, indirect, or consequential losses, and legal and other professional costs and expenses) suffered or incurred by the Indemnified Parties in connection with any claim arising out of or in connection with your use of the CI Platform or the Services. You agree that CI may, if it desires to, participate in or assume exclusive control of the defence of any claim or action, or any negotiations for settlement, at its own expense. CI will notify you in either such event. No settlement that may adversely affect CI’s rights or obligations shall be made without CI’s prior written consent, which may be withheld provided that such withholding is not unreasonable.

11.LINKING TO THE CI PLATFORM

You may link to the CI Platform provided you do so in a way that is lawful, does not damage or take advantage of our reputation, or misrepresent the nature of the relationship between yourself and us. In particular, you must not establish a link in such a way as to suggest any form of association, approval, assurance, or endorsement on our part where none exists. We reserve the right to withdraw linking permission without prior notice.

12.THIRD-PARTY LINKS AND RESOURCES ON THE CI PLATFORM

Links on the CI Platform may take you to external sites or services that are not owned by, under the control of, or affiliated to CI. Unless the contrary is expressly stated on the CI Platform, CI does not endorse or make any representations about these sites or services. You acknowledge and agree that CI is not responsible for the accuracy or availability of the information on, or the security of, such sites, as well as for any loss or damage you may incur as a result of accessing those sites or services. You access, visit, or use any external sites or services to which the CI Platform links entirely at your own risk.

13.SEVERABILITY

If any provision of these Terms of Service is found to be invalid, void, or unenforceable, the provision will be modified or read down to the extent necessary to avoid that result. If the provision cannot be modified or read down to that extent, it will be severed without affecting the validity and enforceability of the remainder of these Terms of Service.

14.WAIVER

No failure or delay by a party to exercise any right or remedy provided under these Terms of Service or by law will constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

15.TERMINATION

These Terms of Service will continue to apply until terminated by either you or us under any of the following circumstances.

(a)You may end your agreement with us at any time for any reason by deactivating your user account and discontinuing your access to and use of the CI Platform and the Services. You do not need to specifically inform us when you stop using the CI Platform or the Services. You may continue to receive email notifications regarding the CI Platform or the Services unless you notify CI that you wish to unsubscribe from such notifications. Where such deactivation and discontinuation affect your use of third party services or products, your continued use of or access to those services or products will depend on the terms of use of those third parties.

(b)We may suspend or terminate your user account, or cease permitting you access to the CI Platform or the Services at any time for any reason and without any liability to you, including if we have reason to believe that: (i) you have violated the express provisions of these Terms of Service, or the spirit hereof; (ii) you create any risk(s) or possible legal exposure for us; (iii) our provision of the Services to you is no longer commercially viable; or (iv) your account has been dormant for an extended period of time. In the event of any of the above, we will make reasonable efforts to notify you through the email address associated with your user account or the next time you attempt to access your user account.

In all such cases, any provision of these Terms of Service that expressly or by implication is intended to come into or continue in force on or after termination of these Terms of Service shall remain in full force and effect.

16.GOVERNING LAW AND JURISDICTION

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore. You agree to submit any disputes arising out of or in connection with these Terms of Service to the exclusive jurisdiction of the courts of the Republic of Singapore.

17.LANGUAGE

In the event of conflict or discrepancy between the English version and any other language versions of these Terms of Service, the English version shall prevail.

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