Terms of Use These Terms of Use are
current as of 24 July 2023
The Application (as defined below), owned and operated by SquareX
Pte. Ltd. (“SquareX”), the Materials (as defined below) and the
Services (as defined below), is provided to you, under the following
terms and conditions of use (“Terms of Use”). When you read
these Terms of Use, “you”, “your” and “User” mean
an end user of the Application (as defined below) and ”SquareX” refers
to SquareX’s successors and assigns.
If you are below 21 years old, do not use the Application.
By accessing and/or using the Application, the Materials and/or the
Services, you are indicating your agreement to be bound by all terms
and conditions of these Terms of Use. If you do not accept all the
terms and conditions of these Terms of Use, you shall immediately
cease all access and/or use of the Application, the Materials and/or
the Services.
1.
DEFINITIONS
1.1
In these Terms of Use, unless the context otherwise requires, the
following expressions shall have the following meanings:
1.1.1
“Account” means an account issued by SquareX to access and/or
use the Application, the Materials and/or the Services, or any part
thereof.
1.1.2
“Additional Terms” shall be defined in Clause 5.1.
1.1.3
“Application” means the software programme known as
“[Square]X” which allows access to the Services via a web
browser extension, or through a mobile applications, such as iOS and
Android applications, or such other digital form, as may be available
from time to time, including all features, services and functions made
available through such software programme from time to time, but shall
exclude any external application, website, webpage or other Content
owned, operated and/or maintained by any third party.
1.1.4
“Communications” shall be defined in Clause 6.3.4.
1.1.5
“Content” means any content, information, functionalities,
services or materials, including but not limited to text, software,
code, scripts, webpages, music, sound, photographs, video, graphics,
graphical user interface, forms, diagrams or other material.
1.1.6
“Indemnitees” shall be defined in Clause 11.1.
1.1.7
“Intellectual Property Rights” means all copyright, patents,
utility innovations, trade marks, geographical indications, domain
names, layout design rights, registered designs, design rights,
database rights, trade or business names, rights protecting trade
secrets and confidential information, rights protecting goodwill and
reputation, and all other similar or corresponding proprietary rights
and all applications for the same, whether presently existing or
created in the future, anywhere in the world, whether registered or
not, and all benefits, privileges and rights to sue, recover damages
and obtain relief or other remedies for any past, current or future
infringement, misappropriation or violation of any of the foregoing
rights.
1.1.8
“Losses” means all losses, liabilities, settlement sums, costs
(including legal costs and costs of other professionals), loss of
profits, loss of revenue, loss of business, loss of data, loss of
opportunity, loss or damage to goodwill, direct, indirect,
consequential, exemplary, incidental or special losses or damages,
punitive damages, penalties, fines, charges, expenses, actions,
proceedings, claims and demands, whether foreseeable or not.
1.1.9
“Materials” means, any Content provided or otherwise made
available by SquareX through the Application and/or the Services.
1.1.10
“New Features” shall be as defined in Clause 5.2.
1.1.11
“Personal Data” means “personal data” as defined in the
Personal Data Protection Act 2012 of Singapore.
1.1.12
“Prohibited Material” means any Content that:
(i)
infringes any Intellectual Property Rights or any other proprietary
rights of any third party;
(ii)
contains any computer virus or other invasive or damaging code,
program or macro;
(iii)
is or may be construed as defamatory, libellous, slanderous or
otherwise tortious, in the sole opinion of SquareX;
(iv)
is or may be construed as offensive, obscene, threatening, harassing,
degrading, hateful intimidating, lewd, lascivious, filthy, violent or
promoting violence, pornographic (including child pornography and
child sexual abuse material/CSAM), indecent, counterfeited,
fraudulent, stolen, harmful, in the sole opinion of SquareX, or
otherwise illegal under or in violation of any laws or legal
requirements (including the provisions of the Singapore Broadcasting
(Class Licence) Notification);
(v)
ridicules, mocks, disparages or abuses another person, in the sole
opinion of Square X;
(vi)
violates the privacy or publicity rights of any person;
(vii)
violates any provision of these Terms of Use;
(viii)
is or may be construed as failing to respect the rights and dignity
of others, in the sole opinion of SquareX;
(ix)
any junk mail, spam, chain letters, any unsolicited mass distribution
of email, any unsolicited or unauthorised advertising, promotional
materials, pyramid schemes, mass mailings, or other forms of
solicitation;
(x)
is illegal under any applicable laws or legal requirements;
and/or
(xi)
links to the aforementioned Content.
1.1.13
“Security Credentials” means the username, password, and any
other unique login identification credentials issued or prescribed by
SquareX to allow you to access and/or use the Application, the
Services and/or the Materials.
1.1.14
“Services” means any of the services, information and
functions made available by SquareX through the Application to User
from time to time.
1.1.15
“Submissions” means any Content which you upload, create,
submit, post, display, perform, publish, distribute, transmit or
otherwise make available through or in connection with the Application
and/or the Services.
1.1.16
“Third Party Materials” shall be defined in Clause 7.1.
1.1.17
“Trade Marks” means the trade marks, service marks, trade
names and logos used and displayed in the Application or made
available by the Application.
1.1.18
“User Content” means any Content which a User uploads,
creates, submits, posts, displays, performs, publishes, distributes,
transmits or otherwise makes available through or in connection with
the Application and/or the Services, or makes available by such other
means SquareX may prescribe.
1.2
Unless the context requires otherwise:
1.2.1
headings and labels are for convenience only, and do not affect
interpretation;
1.2.2
words importing the singular include the plural and vice versa, and
words importing gender include any gender;
1.2.3
a reference to these Terms of Use includes any consolidations,
amendments, re-enactments or replacements of such terms;
1.2.4
the meaning of general words is not limited by specific examples
introduced by expressions such as, “including”, “for example”, “such
as”, or such similar expressions, and the word “includes” or
“including” as used in these Terms of Use shall be construed to mean
“includes without limitation” or, as the case may be, “including
without limitation”;
1.2.5
a reference to a “person” includes an individual, a body corporate, a
partnership, a joint venture, and an unincorporated association;
1.2.6
a reference to a particular person includes the person’s executors,
administrators, successors, substitutes (including persons taking by
novation) and assigns;
1.2.7
a reference to “law” includes common law, principles of equity and
legislation (including regulations, rules, by-laws, ordinances and
proclamations) and includes any consolidations, amendments,
re-enactments or replacements of any of them;
1.2.8
a reference to “in writing” means in legible form and capable of
reproduction on paper, and includes electronic communication;
1.2.9
a reference to “material” includes the ability to affect the outcome
of a decision or an application;
1.2.10
a reference to anything (including an amount) is a reference to the
whole and each part of it;
1.2.11
a period of time starting from a given day or the day of an act or
event, is to be calculated exclusive of that day; and
1.2.12
where there is any ambiguity as to any term used in these Terms of
Use, such ambiguity shall be resolved with reference to the laws of
Singapore prevailing immediately before the time such ambiguity arose.
2.
LICENCE TO USE APPLICATION
2.1
The Application is proprietary to SquareX and shall not be used other
than strictly in accordance with the terms set out herein. SquareX
grants to you a personal, limited, non-exclusive, non-transferable,
non-sublicensable right to access and use the Application for the
purpose of accessing and using the Services.
2.2
SquareX reserves all rights not granted hereunder.
3.
GENERAL CONDITIONS FOR THE USE OF APPLICATION, SERVICES AND
MATERIALS
3.1
You must comply with any and all notices, guidelines, rules, policies
and instructions pertaining to the use and access of the Application,
the Services and/or the Materials as issued and/or amended by SquareX
from time to time. These notices, guidelines, rules, policies and
instructions will generally be notified to you via email and/or push
notification(s), and/or such other method of notification as may be
designated by SquareX, which you acknowledge shall be sufficient
notice for the purpose of this Clause 3.1. Such notices, guidelines,
rules, policies and instructions shall take effect from the date
issued and/or amended by SquareX or such other date that SquareX may
specify.
3.2
You must also abide by all applicable laws, statutes, regulations,
acceptable use policies of any connected computer networks, terms of
use of any web browsers in which the Application is used, and any
applicable Internet standards, in your use and access of the
Application, the Services and the Materials. The Application, the
Services and the Materials are not intended for distribution to or use
by any person or entity in any jurisdiction where such distribution or
use would be contrary to applicable law or regulation or which would
subject SquareX to any statutory requirement within such jurisdiction.
Any access and/or use of the Application, the Services and the
Materials is at your own risk and you shall be responsible for
obtaining and maintaining all licences, permits, approvals and
registrations necessary under applicable laws, and third-party
consents and licences necessary, for accessing and/or using the
Application, the Services and the Materials.
3.3
You shall maintain the accuracy, truthfulness and completeness of all
information submitted to SquareX (including any Personal Data) and
promptly provide SquareX with any updates to such information at the
appropriate time.
3.4
You must not, and must not permit any third party to:
3.4.1
impersonate any person or entity, or falsely state or otherwise
misrepresent your affiliation with any person or entity;
3.4.2
restrict or inhibit any other person from lawfully accessing and/or
using the Application, the Services and/or the Materials;
3.4.3
engage in, use and/or utilise the Application, the Services and/or
the Materials, whether directly or indirectly, for illegal, unlawful
or improper purposes, or purposes other than those permitted under
these Terms of Use;
3.4.4
use, send, distribute or upload, in any way, data, software or
Content that contains, or which you have reason to suspect that
contains, viruses, damaging components, malicious code or harmful
components that may impair or damage the operation of the Application,
the Services and/or another’s computer or device;
3.4.5
disparage, tarnish, or otherwise harm, in SquareX’s opinion, SquareX,
the Application, the Services and/or the Materials;
3.4.6
make improper use of SquareX’s support services, if provided, or
submit false reports to SquareX;
3.4.7
use any robot, spider, site search/retrieval application or other
manual or automatic device to reproduce or circumvent the navigational
structure or presentation of the Application;
3.4.8
remove any copyright, trademark or other proprietary rights notice,
label or mark from the Application;
3.4.9
attempt to gain unauthorised access to, disrupt, create an undue
burden on or otherwise interfere with the Application, the Services,
other computer systems or networks connected to the Application and/or
the Services and/or other computer systems or networks used to make
the Site available, or violate any requirement, procedure or policy of
such computer systems or networks;
3.4.10
remove, circumvent, disable, damage, deny service in respect of or
otherwise interfere with, in any way or form, the security measures or
features of the Application and/or the Services, including features
that prevent or restrict the access to or the use or copying of any
Content or the Application and features that enforce limitations on
the use of the Application, the Services and/or the Content contained
therein;
3.4.11
breach, tamper with, compromise or circumvent any of SquareX’s
security requirements, policies and/or rules in connection with your
use of the Application, the Services and/or the Materials;
3.4.12
attempt to bypass any measures of the Application and/or the Services
designed to prevent or restrict access to the Application and/or the
Services, or any part thereof;
3.4.13
use the Application, the Services and/or the Materials to as part of
any effort to compete with us, or otherwise use the Application, the
Services and/or the Materials not for any commercial purposes;
or
3.4.14
and must not permit any third party to, post, promote, make available
or transmit through or in connection with the Application any
Prohibited Material (including child pornography and child sexual
abuse material/CSAM).
4.
RESERVATION OF RIGHTS AND AUTHORISATION
4.1
SquareX may (but shall not be obliged to) at any time, at its sole,
unfettered and absolute discretion, and without giving any reason or
prior notice, upgrade, maintain, modify, change, revise, correct,
alter, suspend, discontinue the provision of or remove (including
downtime for the maintenance of the Application), whether in whole or
in part, the Application, the Materials and/or any Services, or offer
features, functionalities and services on the Application and/or
through the Services to some or all Users, and, in such event, SquareX
shall not be liable for any Losses which may be incurred by you or any
third party as a result.
4.2
SquareX reserves the right, but shall not be obliged to: (i) monitor,
screen, censor or otherwise control any activity carried out and/or
the Content made available through the Application and/or the
Services; (ii) monitor for and investigate any violation of the terms
and conditions contained herein and take any action, or refrain from
taking any action, as it deems appropriate in its sole, unfettered and
absolute discretion; (iii) prevent or restrict access of any User
(including your access) to the Application, the Services and/or the
Materials; (iv) report any activity it suspects to be in violation of
any applicable law, statute or regulation to the appropriate
authorities and to co-operate with such authorities;
and/or (v) otherwise manage the Application and/or the Services in a
manner designed to protect SquareX’s rights and property and to
facilitate the proper functioning of the Application and the
Services.
4.3
For the avoidance of doubt, SquareX shall not at any time be obliged
to provide any adaptations, enhancements and/or modifications to the
Application, including without limitation any updates, patches,
bug-fixes and/or upgrades to the Application or any new versions
and/or releases of the Application which incorporate new features or
functions, update any information on the Application, or provide
technical support for the Application.
4.4
Without prejudice to any other rights which SquareX may have under
these Terms of Use, SquareX reserves the right to suspend, terminate
or disable your access and/or use of the Application, the Materials
and/or the Services at any time.
5.
OTHER APPLICABLE TERMS/NEW FEATURES
5.1
In addition to these Terms of Use, the use of specific aspects of the
Applications, the Services and/or the Materials, and/or more
comprehensive or updated versions of the Application, the Services
and/or the Materials, may be subject to additional terms and
conditions (“Additional Terms”), which will apply in full force
and effect.
5.2
SquareX reserves the right (but shall not be obliged) to introduce
new products, applications, programmes, services, information,
functions, functionalities and/or features (collectively “New Features”) to the Application. The term “Services” shall include New
Features which are provided through the Platform respectively at no
charge or fee unless otherwise indicated.
5.3
All New Features shall be governed by these Terms of Use and may be
subject to Additional Terms which you shall be required to agree to
before access to and use of such New Features are provided, and shall
be deemed to have agreed to by you upon your access and/or use of such
New Features. In the event of any inconsistency between these Terms of
Use and the Additional Terms, the Additional Terms shall prevail in so
far as the inconsistency relates to the New Features in question
unless otherwise provided.
6.
ACCOUNT AND SECURITY CREDENTIALS
6.1
You may be required to registered to use and/or access the
Application, the Materials and/or the Services, or any part thereof.
6.2
If you are required to register access and/or use the Application,
the Materials and/or the Services, or any part thereof, you are
required to have an Account with SquareX (which is subject to
SquareX’s approval at SquareX’s sole, unfettered and absolute
discretion) in order to access and/or use the Application, the
Materials and/or the Services, or such part thereof.
6.3
If you are issued an Account with SquareX:
6.3.1
Security Credentials may either be: (a) determined and issued to you
by SquareX; or (b) provided by you and accepted by SquareX in
SquareX’s sole, unfettered and absolute discretion in connection with
the access and/or use the Application, the Materials and/or the
Services, or any part thereof. SquareX may at any time in its sole,
unfettered and absolute discretion forthwith invalidate any Security
Credentials without giving any reason or prior notice and shall not be
liable or responsible for any Losses suffered by or caused by you,
arising out of or in connection with, or by reason of such
invalidation.
6.3.2
You hereby agree to keep the Security Credentials confidential and
shall be responsible for the security of the Security Credentials and
liable for any disclosure or use (whether such use is authorised or
not) thereof. You shall notify SquareX immediately if you have
knowledge that or have reason for suspecting that the confidentiality
of the Platform Security Credentials has been compromised or if there
has been any unauthorised use of the Platform Security
Credentials.
6.3.3
You agree and acknowledge that the Security Credentials are for your
personal use only and neither may be transferred to any other person
or entity.
6.3.4
Any use of and/or access to the Application, the Materials and/or the
Services and any information, data, instructions, transactions,
directions, requests, operations or communications
(“Communications”) referable to your Security Credentials
(whether such access, use or Communications is authorised by you or
not) shall be deemed to be, as the case may be: (i) use of and/or
access to the Application, the Materials and/or the Services by you;
or (ii) Communications posted, transmitted and validly issued by you.
You shall be bound by any access to, use of and/or Communications
carried out or transmitted through the Application, the Materials
and/or the Services which are referable to your Security Credentials
and you agree that SquareX shall be entitled (but not obliged) to act
upon, rely on and/or hold you solely responsible and liable in respect
thereof as if the same were carried out or transmitted by you, and
SquareX shall be under no obligation to assess or verify the
reasonableness, completeness, truth, accuracy, authenticity or
contents thereof. SquareX shall not be responsible or liable for any
Losses incurred or suffered by you or any person by reason of, arising
from or as a consequence of using your Username and Password in
respect of any Communications effected by you or purported to be
effected by you through the Application or using any of the Services
and/or the Materials.
6.3.5
You agree and acknowledge that SquareX shall not be under any duty to
enquire into, investigate or ascertain whether any Communication is
authentic, legal, valid or enforceable (as the case may be). SquareX
shall be entitled to assume that all Communications are authentic,
legal, valid and enforceable (as the case may be), and SquareX shall
be under no duty to reject, reverse, adjust or modify any
Communications by reason that it was not legal, valid or enforceable.
Notwithstanding the foregoing, where SquareX seek verification,
confirmation or clarification of any Communications received, SquareX
shall not be liable to you for any losses whatsoever in relation to
any delay resulting from SquareX seeking verification, confirmation or
clarification or from any refusal to act where SquareX does not
receive in SquareX’s sole, unfettered and absolute discretion
satisfactory confirmation or clarification of such Communications.
6.3.6
You agree and acknowledge that, in respect of all
Communications made or performed, processed or effected through or in relation to
the Application by you or any person purporting to be you (whether
authorised by you or not): (a) any records created and maintained by
SquareX in respect thereof shall be binding on you for all purposes
whatsoever and shall be conclusive evidence of such Communications;
and (b) such Communications shall be irrevocable, unconditional,
conclusive and binding on you upon transmission thereof unless SquareX
in our sole, unfettered and absolute discretion determine otherwise,
and SquareX shall be entitled to effect, perform and/or process (or
cause the effecting, performance and/or processing of) such
Communications without further reference to, consent or confirmation
from or notice to you.
7.
DISCLAIMERS
7.1
Content, products and services from third parties, including
applications, websites or webpages owned, operated and/or maintained
by any third party, may be included, available or provided by access
through the Application and/or the Services (“Third Party Materials”). By using the relevant Service or functionality, you are directing
SquareX to access, route and transmit to you such Third Party
Materials. SquareX neither controls, endorses nor makes warranties in
respect of, nor is SquareX responsible for, any Third Party Materials,
including the accuracy, appropriateness, completeness, integrity,
quality, legality, usefulness or safety of Third Party Materials, or
any intellectual property rights therein. Certain Third Party
Materials may, among other things, be inaccurate, misleading or
deceptive. Nothing in these Terms of Use will be deemed to be a
representation or warranty by us with respect to any Third Party
Materials. SquareX has no obligation to monitor Third Party Materials,
and SquareX may block or disable access to any Third Party Materials
(in whole or part) through the Application and/or the Services at any
time. In addition, the inclusion, availability or provision of any
Third Party Materials in or through the Application and/or the
Services is not an endorsement by SquareX of, nor does it imply any
affiliation of SquareX with, any Third Party Materials. The access
and/or use of any such Content, products and/or services is entirely
at your own risk and is subject to additional terms, conditions and
policies applicable to such Third Party Materials, which you agree to
comply with.
7.2
Neither SquareX, its related corporations, third party providers,
each of their officers, directors, employees, agents, independent
contractors, successors or assigns, nor any of SquareX’s Content
providers, including third party Content providers, shall be
responsible or liable for any errors, delays or omissions in the
Application, the Services, the Materials, and/or any part thereof, or
for any actions taken in reliance thereon.
7.3
For the avoidance of doubt, any hyperlink or redirection to any other
website or webpage is not an endorsement or verification of such
website or webpage and such website or webpage should only be accessed
at your own risk.
8.
NO
WARRANTY BY SQUAREX
8.1
The Application, the Services and the Materials are provided “as is” and “as available”. NO WARRANTY OF ANY KIND, IMPLIED,
EXPRESS OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, CONDITION, DESCRIPTION,
QUALITY, PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY,
DURABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, IS GIVEN IN
CONJUNCTION WITH THE APPLICATION, THE SERVICES, THE MATERIALS OR ANY
INFORMATION AND MATERIALS PROVIDED THROUGH THE APPLICATION AND/OR THE
SERVICES. Without prejudice to the generality of the foregoing,
SquareX does not warrant: (i) the accuracy, timeliness, adequacy,
completeness, currency, reliability, performance, merchantability,
title, satisfactory quality, responsiveness, productivity or continued
availability of the Application, the Services and/or the Materials;
(ii) that your use of and/or access to the Application, the Services
and/or the Materials, or the operation of the Application, the
Services and/or the Materials, will be uninterrupted, secure or free
from errors, omissions or security defects or will not result in any
loss or corruption of data, or that any identified defect will be
corrected; (iii) that the Application, the Services and/or the
Materials will meet your requirements or are free from any computer
virus or other malicious, harmful, destructive or corrupting code,
agent, program, macros or components; and (iv) that use of the
Application, the Services and/or the Materials by you will not
infringe rights of third parties. In addition, SquareX makes no
warranty regarding any transactions entered into through or in
connection with the Application.
8.2
You agree and acknowledge that these Terms of Use, the Application,
the Services and the Materials do not include the provision by SquareX
of Internet access or other telecommunication services, or hardware,
software and other services required to access and/or use the
Application, the Services and the Materials. Any Internet access or
telecommunications services (such as mobile data connectivity)
required by you to access and use the Platform and/or the Materials
shall be your sole responsibility and shall be separately obtained by
you, at your own cost, from the appropriate telecommunications or
internet access service provider.
8.3
You acknowledge and agree that SquareX has not and does not under
these Terms of Use make any representations or warranties of any kind,
whether express, implied, statutory or otherwise, regarding the
Application, the Services and/or the Materials, and that SquareX shall
not be responsible for any representations made by any person
regarding the sufficiency or suitability of the Application and/or the
Services in any actual application.
8.4
You acknowledge and agree that transmissions over the Internet may be
subject to interruption, transmission blackout, delayed transmission
due to internet traffic or incorrect data transmission due to the
public nature of the Internet. You acknowledge and agree that SquareX
does not warrant the security of any information transmitted by or to
you using the Application or the Services and you hereby accept the
risk that any information transmitted or received using the
Application and/or the Services may be accessed by unauthorised third
parties and/or disclosed by SquareX and/or its officers, employees or
agents to third parties purporting to be you or purporting to act
under your authority. You will not hold SquareX or any of its
officers, employees or agents responsible or liable, in contract, tort
(including negligence or breach of statutory duty), equity or
otherwise, for any such access and/or disclosure or for any Losses
(whether direct or indirect, or whether foreseeable or not) suffered
or incurred by you as a result of any such access and/or
disclosure.
9.
YOUR WARRANTIES
9.1
By accessing and/or using the Application, the Materials and/or the
Services, you represent and warrant that:
9.1.1
you have the legal capacity, authority and power to enter into, and
you agree to comply with, these Terms of Use;
9.1.2
you are not designated as a sanctioned person or located,
incorporated or ordinarily resident in any country that is the subject
of sanctions; and
9.1.3
you do not engage in any activities that likely to lead to a breach
of applicable laws, statutes, regulations, acceptable use policies of
any connected computer networks, terms of use of any web browsers in
which the Application is used, and any applicable Internet standards
and/or SquareX’s notices, guidelines, rules, policies and
instructions.
10.
EXCLUSION OF LIABILITY
10.1
SquareX, its related corporations, its third party service providers
and each of their officers, directors, employees, agents, independent
contractors, successors and assigns shall in no event nor for any
reason whatsoever be liable, even if the relevant party has been
advised of the possibility of such Losses, for any Losses, including
direct, indirect, incidental, special, consequential exemplary or
punitive claims, expenses, loss or damages, economic loss, or any
claims for loss of profits or loss of use, whatsoever or howsoever
caused (regardless of the form of action) whatsoever or howsoever
caused (regardless of the form of action), arising directly or
indirectly from or in connection with: (i) any access, use or the
inability to access or use the Application, the Services and/or the
Materials (including use for whatever purpose or whether any such use
would violate or infringe any applicable laws); (ii) any system,
server or connection failure, error, omission, mistakes, inaccuracies,
interruption, delay or cessation in transmission, or computer virus or
other malicious, destructive, harmful or corrupting code, agent,
program, macro or component; (iii) any use of or access to any other
website or webpage provided through the Application, the Services
and/or the Materials; (iv) any services, products, information, data,
software, Content or other material obtained or downloaded through the
Application, Services and/or the Materials, from any other website or
webpage provided through the Application, the Services and/or the
Materials, from any other party referred through the Application, the
Services and/or the Materials, or through the use of the Application,
the Services and/or the Materials; (v) any use or misuse of the
Application, the Services and/or the Materials; (vi) any reliance on
the Application, the Services and/or the Materials; (vii) any activity
on and/or Content transmitted through the Application, including the
Materials, or any error, omission, falsehood, inaccuracy or any
Prohibited Material being contained in any such activity or Content;
or (viii) your User Content. In addition, in no event shall SquareX be
liable to you or any other party for: (a) any amounts due from you,
other Users and/or third parties, as the case may be; and/or (b)
damages arising in connection with the downloading or installation of,
or the inability to download or install the Application or any third
party application (including web browsers) required to access and/or
use the Application, by you or other third party.
10.2
Without prejudice to Clause 10.1, SquareX’s maximum liability for all
claims, suits, demands, actions or other legal proceedings under,
arising in connection with or relating to these Terms of Use
(including in connection with the Application, the Services and/or the
Materials), whether based on an action or claim in contract,
negligence, tort or otherwise (if any), shall in any event be the
amount equivalent to S$0.
11.
INDEMNITY
11.1
You agree to indemnify, defend and hold harmless SquareX and its
directors, officers, employees and agents (“Indemnitees”) from and against any Losses of whatever nature and in whichever
jurisdiction, which are or which may be brought against or suffered or
incurred by the Indemnitees, arising, directly or indirectly, from or
in connection with:
11.1.1
any breach of any applicable law by you;
11.1.2
any breach by you of the terms and conditions of these Terms of Use
or any Additional Terms;
11.1.3
your access and/or use of a third party’s service, website, webpage,
software, application, online or electronic platform;
11.1.4
any action, claim or demand which relates to any personal injury,
death, loss of or damage to property of any person (including you)
arising from your access and/or use of the Services and/or the
Application;
11.1.5
any action, claim or demand which relates to any interference with,
hacking into or deciphering of any transmissions to and from the
server running the Application arising from or which occurred during
your access and/or use of the Services and/or the Application;
11.1.6
any action, claim or demand which relates to any act or omission by
you, or which relates to any transaction involving your activities
under these Terms of Use or in connection with the Services and/or the
Application;
11.1.7
any negligent act or omission, wilful default, misconduct fraud, or
unlawful act, by you;
11.1.9
any action, claim or demand by any third party against any of the
Indemnitees arising from the circumstances specified in Clauses 11.1.1
to 11.1.8
above.
12.
INTELLECTUAL PROPERTY
12.1
The Intellectual Property Rights in and to the Application, the
Services and the Materials are owned, licensed to or controlled by
SquareX, and shall remain at all times the sole and exclusive property
of SquareX (or the relevant third party where applicable). You shall
have no right or interest in and to the Application, the Services or
the Materials, whether by way of license or otherwise, save as
provided in Clause 2.1. SquareX reserves the right to enforce its
Intellectual Property Rights to the fullest extent of the law.
12.2
You shall not, and shall not permit any third party to, under any
circumstances:
12.2.1
copy, aggregate, sell, resell, assign, pledge, loan, time-share,
license, sub-license or re-license, distribute, transmit, publicly
display, upload, post, rent, lease, lend, export, offer on a
“pay-per-use” basis, exploit, publish or otherwise reproduce
the Application, the Services, and/or the Materials, and/or any part
thereof, in any form or by any means;
12.2.2
adapt, modify, translate, encode, decompile, disassemble, localise,
port, reverse engineer, hyperlink, mirror, frame, transfer or
transmit, in any manner or by any means, attempt to determine any
source code, algorithms, methods, or techniques used or embodied in,
or store in an information retrieval system or install on any servers,
system or equipment, the Application, the Services and/or the
Materials, and/or any part thereof;
12.2.3
remove, obscure or destroy any copyright, trade secret, proprietary
or confidential legends or markings placed upon or contained within
the Application, Services and/or the Materials; and
12.2.4
prepare or develop derivative works based on the Application, the
Services and/or the Materials,
without SquareX’s prior written permission or that of the relevant
Intellectual Property Rights owners. Any breach of the aforesaid
restrictions shall result in immediate and automatic termination of
all rights and licences granted hereunder. The use restrictions set
out herein shall survive the termination of these Terms of Use.
12.3
Subject to Clause 12.4, permission will only be granted to you to
view, listen to, download, print or use the Materials for
informational and non-commercial purposes, provided that:
12.3.1
you do not modify the Materials and that SquareX or the relevant
Intellectual Property Rights owners retain all copyright and other
proprietary notices contained in the Materials;
12.3.2
you do not reuse or retransmit any such Materials (or part thereof)
to any other person or entity without the prior written approval of
SquareX or the relevant Intellectual Property Rights owners; and
12.3.3
comply with all applicable laws.
12.4
Trade Marks: The Trade Marks are registered and unregistered trademarks of
SquareX or other third parties. Nothing in the Application, the
Services and/or the Materials and in these Terms of Use shall be
construed as granting, by implication, estoppel, or otherwise, any
licence or right to use (including as a meta tag or as a “hot”
link to any other website) any Trade Marks used or displayed in the
Application and/or the Materials, or made available by the
Application, without the written permission of SquareX or any other
applicable Trade Mark owner.
12.5
User Content:
12.5.1
You warrant and represent that:
(i)
you have the right and authority to submit your User Content and that
your User Content or any part thereof does not infringe the
Intellectual Property Rights or any other rights of any third party;
(ii)
you have the written consent, release, and/or permission of each and
every identifiable individual person in your User Content to use the
name or likeness of each and every such identifiable individual person
to enable inclusion and use of your User Content in any manner
contemplated by the Application and/or the Services and these Terms of
Use;
(iii)
your User Content is not false, inaccurate, or misleading; and
(iv)
you User Content does not contain any Prohibited Material.
12.5.2
You agree and acknowledge that your User Content is non-confidential
and non-proprietary unless otherwise expressly indicated by you. You
acknowledge that SquareX and its related corporations, directors,
officers, employees, contractors and agents shall not be subject to
any confidentiality obligations in respect of any such information
and/or particulars and you agree that SquareX and its related
corporations, directors, officers, employees, contractors and agents
may, and you hereby authorise each of them to, use and disclose such
information to any person (including any third party service provider
and/or any person purporting to be you) in connection with the
provision of the Services.
12.5.3
You agree and acknowledge that SquareX has no control over and is not
responsible for any use or misuse (including any distribution) by you
or any third party of your User Content. If you choose to make any of
your Personal Data or other information or materials available through
the Application (including contained in any of your User Content), you
do so at your own risk.
12.5.4
You hereby consent and grant to SquareX and its service providers a
non-exclusive, world-wide, royalty-free, perpetual, irrevocable
licence (or sub-licence) and right to host, transmit, distribute or
use (which will include the right to copy, reproduce and/or publish)
your User Content.
12.5.5
You acknowledge and agree that SquareX may refuse or restrict access
to, limit the availability of, or remove any of your User Content or
any portion thereof.
12.5.6
For the avoidance of doubt, Clauses 12.5.2, 12.5.3 and 12.5.4 shall
survive the termination of these Terms of Use.
13.
DATA PRIVACY
13.1
SquareX’s data protection policy explains how SquareX treats your
Personal Data when you access and/or use the Application and/or the
Services. By accessing and using the Application and/or the Services,
you agree that SquareX can collect, use and disclose any Personal Data
you provide to SquareX in accordance with SquareX’s data protection
policy (which may be found at www.sqrxdevops.com/privacy), as may be updated and/or amended by SquareX from time to time, or
otherwise for the purposes of providing the Application and/or the
Services to you, including disclosing such Personal Data to SquareX’s
third party service providers to enable or facilitate the provision of
the Services and/or the Materials to you.
13.2
You further consent to SquareX and its third party service providers
collecting data relating to you (including your Personal Data) for the
purposes of helping SquareX understand the use(s) of the Application
and/or the Services and improve and enhance the Services, the
Application and/or Users’ experience (including for the purposes of
research and development, analytics, surveys and/or profiling). Such
data may include your device’s IP address, statistics about how you
access and/or use the Services and/or the Application and information
provided through the use of “cookies”.
13.3
Third Party Content may be provided by third parties through your use
of the Application and/or via such third party’s own website or
webpage (to which you may be directed through your use of the
Application). You acknowledge that any submission of Personal Data
through your use of the Application or such third party’s website or
webpage shall be to such third party directly and not SquareX and
SquareX shall not be deemed to have collected any Personal Data
submitted by you in such manner. SquareX shall not be responsible for
the privacy practices or policies of any third party. You are
encouraged to learn about the privacy practices or policies of such
third parties.
14.
TERMINATION
14.1
SquareX, in its sole, unfettered and absolute discretion, may with
immediate effect upon giving you notice in any of the manners
prescribed in Clause 16 below, terminate your right to access
and/or use the Application, the Materials and/or the Services and/or
invalidate your Security Credentials, and may disable or restrict
access to the Application, the Materials and/or the Services (or any
part thereof) for any reason whatsoever, including without limitation,
a breach of any of the terms and conditions of these Terms of Use.
14.2
Upon termination of these Terms of Use for any reason whatsoever, all
rights and/or licences granted to you under these Terms of Use shall
immediately cease and terminate and you shall forthwith cease the use
of the Application, the Materials and the Services in any way
whatsoever.
14.3
Without prejudice to the foregoing, any termination of these Terms of
Use shall not affect any of SquareX’s rights accrued prior to
termination and any of your obligations under any provisions of these
Terms of Use which are meant to survive the termination, nor shall it
affect the coming into force or the continuance in force of any
provision hereof which is expressly or by implication intended to come
into or continue in force on or after such termination.
15.
AMENDMENTS TO TERMS OF USE
15.1
You acknowledge and agree that SquareX may make such amendments to
these Terms of Use as SquareX may in its sole, unfettered and absolute
discretion deem fit from time to time. Upon the imposition of any
amendment in the terms and conditions of these Terms of Use, SquareX
will post such amendment online in the Application and/or may if it
prefers, also notify you via such other method of notification as may
be designated by SquareX (such as via email or other forms of
electronic communications), specifying the effective date on and as
from which such amendment or terms and conditions shall take effect at
the top of these Terms of Use. Such amendment will be effective
immediately upon posting in the Application. You agree that any
posting and/or notification (as the case may be, and if any) of
amendments to these Terms of Use as aforementioned shall be sufficient
notice to you for the purpose of this Clause 15.1.
15.2
Notwithstanding Clause 16.1, SquareX is under no requirement or
obligation to notify any person (including you) through any means
other than as specified in Clause 15.1 before making any amendment to
these Terms of Use. It is the responsibility of each User to
periodically check the Application for any updates to these Terms of
Use. You can determine when these Terms of Use were last amended by
referring to the effective date specified at the top of these Terms of
Use.
15.3
If you do not agree to be bound by such amendments, you shall
immediately cease all access to and use of the Application, the
Services and the Materials. You further agree that if you continue to
use and/or access the Application, the Services and/or the Materials
after such posting and/or notification (as the case may be, if any) of
such amendments to these Terms of Use, such use and/or access shall
constitute an affirmative: (i) acknowledgement by you of these Terms
of Use and its amendments; and (ii) agreement by you to abide and be
bound by these Terms of Use and its amendments.
15.4
SquareX reserves its rights to vary, amend or rescind these Terms of
Use under this Clause 15 without the consent of any other person or
entity who is not a party to these Terms of Use.
16.
NOTICES
16.1
Any notice or other communication in connection with these Terms of
Use: (i) may be given personally, by post, facsimile or electronically
if sent to the address or facsimile number then most recently notified
by the recipient to the sender, or by e-mail or push notification if
sent by SquareX to you; (ii) if given personally, will be deemed to
have been received upon delivery; (iii) if given by post, will be
deemed to have been received on the second day following posting; (iv)
if given by facsimile, will be deemed to have been received upon
production of a transmission report by the machine from which the
facsimile was sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient; (v) if given by
push notification, will be deemed to have been received by you upon
SquareX publishing such notification; and (vi) (a) if given by SquareX
to you electronically (other than by push notification), will be
deemed to have been received upon delivery (and a delivery report
received by SquareX will be conclusive evidence of delivery even if
the communication is not opened by you); and (b) if given to SquareX
electronically, will be deemed to have been received upon being opened
by SquareX.
17.
FORCE MAJEURE
17.1
SquareX shall not be liable for any non-performance, or error,
interruption or delay in the performance, of its obligations under
these Terms of Use (or part thereof) or the Application’s and/or the
Services’ operation, or for any inaccuracy, unreliability or
unsuitability of the Application, the Services and/or the Materials,
if this is due, in whole or in part, directly or indirectly, to an
event or failure which is beyond its reasonable control (including but
not limited to acts of God, natural disasters, epidemics, pandemics,
acts of war or terrorism, acts of any government or authority, power
failures, acts or defaults of any telecommunications network operator
or carrier or platform operator, and the acts or omissions of a party
for whom SquareX is not responsible for).
18.
GENERAL
18.1
Use and/or access of the Application, the Services and/or the
Materials, and these Terms of Use, shall be subject to, governed by
and construed in accordance with the laws of the Republic of Singapore
and you hereby submit to the exclusive jurisdiction of the Singapore
courts.
18.2
You may not assign, transfer, novate or otherwise deal with your
rights under these Terms of Use, or part thereof, without SquareX’s
prior written consent. These Terms of Use and all the rights and
obligations of SquareX under it may be assigned, transferred, novated
or otherwise dealt with by SquareX to any third party nominated by
SquareX without your consent or approval and will inure to the benefit
of SquareX’s successors and assigns. You undertake to do all things
and execute all documents necessary to facilitate such assignment,
transfer, novation or dealing.
18.3
These Terms of Use shall constitute the entire agreement between
SquareX and you relating to the subject matter hereof and supersedes
and replaces in full all prior understandings, communications and
agreements between SquareX and you with respect to the subject matter
hereof.
18.4
SquareX reserves the right to delegate or sub-contract the
performance of any of its functions in connection with the
Application, the Services and/or the Materials and reserves the right
to use any service providers, subcontractors and/or agents on such
terms as SquareX deems appropriate.
18.5
SquareX may assign, novate or transfer these Terms of Use or any of
its rights and/or obligations under these Terms of Use to any other
third party entity with which it merges, consolidates or amalgamates
or to which it transfers all or substantially all of its assets,
without having to obtain your prior consent. These Terms of Use will
bind you and SquareX and SquareX’s respective successors in title and
assigns. These Terms of Use will continue to bind you notwithstanding
any change in SquareX’s name or constitution or SquareX’s merger,
consolidation or amalgamation with or into any such other entity (in
which case these Terms of Use will bind you to SquareX’s successor
entity).
18.6
If any provision or part thereof of these Terms of Use is held to be
invalid, illegal or unenforceable (whether in whole or in part), such
provision or part thereof shall be struck and severed from these Terms
of Use and the remaining provisions of these Terms of Use shall not be
affected thereby.
18.7
Neither the failure to exercise nor the delay in exercise by SquareX
of any of SquareX’s rights, powers and privileges under these Terms of
Use shall operate as a waiver thereof. No single or partial exercise
of any right, power or privilege preclude any other or further
exercise thereof or any other right, power or privilege. Such failure
or delay shall not affect SquareX’s right to enforce its rights under
these Terms of Use.
18.8
Nothing herein shall be deemed to constitute any party the partner of
the other or, except as otherwise herein expressly provided, the agent
or legal representative of the other party, or to create any fiduciary
relationship between the parties.
18.9
No provision of these Terms of Use will be construed adversely to a
party solely on the ground that the party was responsible for the
preparation of these Terms of Use or that provision.
18.10
A person or entity who is not a party to these Terms of Use shall
have no right under the Contracts (Rights of Third Parties) Act 2001
of Singapore or any other analogous laws now existing or in future
enacted in any part of the world to enforce any term of these Terms of
Use, regardless of whether such person or entity has been identified
by name, as a member of a class or as answering a particular
description. For the avoidance of doubt, nothing in this Clause 18.7
shall affect the rights of any permitted assignee or transferee of
these Terms of Use.