Last modified: 29 September 2023
Please take the time to read and understand these General Terms of Service (“General Terms”).
We offer a variety of Services to you under our portfolio of brands at Site Arrow.
These General Terms set out the general terms and conditions that apply to all Services provided by us to our customers on our Website(s) (defined below).
Depending on the Service(s) provided by Site Arrow, one or more Service-specific terms (“Service Terms”) may also apply to the provision of such Service(s) in addition to these General Terms.
In addition, we may publish additional policies relating to the Service(s) from time to time on our Website(s) (each a “Policy” and collectively the “Policies”) including the following:
(a) Acceptable Use Policy;
(b) Support Policy;
(c) Refund Policy; and/or
By accessing, visiting, browsing and/or using our Website(s) and/or Service(s), you (“you”) are entering into binding contract(s) with us, and acknowledging that you have read, understood, accepted and agreed to be bound by these General Terms, the applicable Service Terms, the Policies and any additional terms and conditions referenced herein (collectively “Terms of Service”), all of which are incorporated into such contract(s) (“Contract(s)”) between us by reference.
In the event of any conflict or inconsistency between the General Terms or any Service Terms, the Service Terms shall prevail to the extent of such conflict or inconsistency but only as it relates to the specific Service. Unless otherwise stated, in the event of any conflict or inconsistency between a provision in a Policy and any other provision of the Terms of Service, the provision in the Policy shall prevail.
If you are accessing and/or using the Service(s) on behalf of your company, business or organization (“Company”), you are agreeing to the Terms of Service for your Company and personally guaranteeing and representing to us that you have the legal authority to act on behalf of your Company and to bind your Company to the Terms of Service, in which case “you” shall mean you, the natural person and Sub-User, as well as the Company you represent and “your” and “yours” shall have corresponding meanings.
We may modify or revise our Terms of Service or any part thereof at any time in the exercise of our sole discretion by posting a revised version of our Terms of Service or the relevant part thereof on our Website(s). Material changes to our Terms of Service (such as to the Fees) will become effective no sooner than fourteen (14) days after notice of such change is posted on our Website(s). Non-material changes and changes made for legal reasons or for compliance with laws will become effective immediately. You agree that you are responsible for periodically reviewing our Terms of Service for any changes and keeping yourself informed of the most up-to-date version of our Terms of Service. Your access to and/or use of the Website(s) and/or Service(s) thereafter following any revision to our Terms of Service shall constitute your acceptance of our revised Terms of Service. If at any time you do not agree with our Terms of Service (or any revised versions thereof), you should immediately stop accessing and using the Website(s) and Service(s) and terminate your Subscription(s), the Service(s) and/or your Account(s) in accordance with the provisions below.
1. YOUR ACCOUNT
1.1 Signing up for an Account (General). You may browse our Website(s) to a limited extent without registering for an Account. However, in order to access and/or use a Service, you will have to register an Account with us for such Service. All Accounts are non-transferable without our prior written consent. We reserve the right, in the exercise of our sole discretion, to refuse your application for an Account and to change the eligibility criteria therefor at any time, for any reason and without prior notice to you.
1.2 Minimum Age. The Service(s) are only intended for, available to, and may only be used by individuals who are eighteen (18) years and older and who can form legally binding contracts under applicable law (“Minimum Age”). In signing up for an Account and/or using our Service(s), you represent and warrant to us that you (and, where you are the Company, your Sub-Users) are of the Minimum Age or older, and have the full right, power, and authority to agree to the Terms of Service.
1.3 Customer Account. In order for you to start accessing and using a Service, you must register for an account (“Customer Account”). Once your Customer Account has been successfully registered, you may send email invitations to one or more individuals (including an employee, agent or service provider) whom you designate and authorize to access and/or use the Service on your behalf (each a “Sub-User”) under an Account (“Sub-User Account”) linked to your Customer Account. We may allow you to designate different levels of access and permissions for each Sub-User. The number of individuals accessing and using the Service on your behalf must not exceed the number of Sub-User Accounts we have issued for your Customer Account, which will vary depending on the Service(s) provided and/or the Subscription Plan you select for purchase. You shall be solely responsible for your Sub-Users’ access to and use of Service(s) under your Account, and shall procure and ensure their agreement to and compliance with the Terms of Service. You agree to be bound by all the actions of your Sub-Users (as if they were your actions) and all activity under your Customer Account (and linked Sub-User Accounts) in respect of the access to and/or use of the Service(s) (whether or not these were in fact done by or authorized by you). References to “your Account” under these General Terms shall refer to your Customer Account and all Sub-User Accounts linked thereto.
1.4 Account Owner. You shall assign the role of “Account Owner” to one (1) of your Sub-Users. Each Customer Account shall have only one (1) Account Owner. The Account Owner will have access to top level administrative features (including with respect to security settings and the management of other Sub-User Accounts) that other Sub-Users will not have access to.
1.5 Sub-User Account. In order for you, a Sub-User, to start accessing and using a Service, you must register for a Sub-User Account by accepting an invitation to do so, and by following our instructions.
1.6 Account Information. When you register for an Account, and in the course of accessing and/or using the Service(s), you may be asked to provide us with certain information (including, if you are an individual, your personal data). You represent that all the information you provide to us on registration or at any time is:
(a) true, accurate, current and complete, and that you will promptly update such information on your Account to ensure that it remains so at all times; and
1.7 Third Party Information. If, in obtaining or in the course of using the Service(s), you provide information about or on behalf of a third party, you represent and warrant that you have (a) provided notice to that third party of the disclosure and use of that party’s information as set forth herein, and (b) obtained the third party’s express written or verbal consent to the disclosure and use of that party’s information as set forth herein.
1.8 Login Codes. You will be prompted to use your unique email login and create a unique password (“Login Codes”) when you register for an Account. You shall keep your Login Codes confidential and must not disclose them to anyone else or allow anyone else to access and/or use the Service(s) using your Login Codes. Each set of Login Codes may only be used by one (1) person i.e., a single set of Login Codes may not be shared by multiple persons. Any access to and/or use of the Service(s) and any acts, information, data, instructions, transactions or communications referable to your Login Codes and/or your Account shall be deemed to be access to and/or use of the Service(s) by you, or acts, information, data, instructions, transactions or communications emanating from you, whether or not they were in fact made or authorized by you. You agree that you shall be solely and fully liable for any disclosure and/or unauthorized use of your Login Codes.
1.9 Security. You are responsible for maintaining the security of your Account(s) and Login Codes. We may offer tools such as two-factor authentication to help you maintain your Account’s security, but the content of your Account(s) and its/their security are your sole responsibility. You will promptly notify us in writing if you become aware of any unauthorized access to and/or use of the Service(s) through your Account, including any unauthorized use of your Login Codes, or if the security of your Account(s) or Login Codes is compromised in any way.
2. SCOPE OF SERVICES
2.1 The scope of services offered under each Service that we provide to you shall be as set out and described by us on the relevant Brand Website.
2.2 We offer different Products for purchase by you under each Brand, comprising a Service or a combination of one or more of our Service(s). Such Products may consist of:
(a) recurring services or licenses that are sold on a subscription basis; and/or
(b) one-time services.
When you submit an order to purchase a Product, the ordering process is completed by one of our Online Resellers, who acts as a reseller of our Service(s), as described under Clause 4.3 below.
2.3 While we endeavour to provide accurate information on our Products and Service(s) (including pricing information and product descriptions), we do not warrant that such information is accurate, current, complete, reliable, updated or free from error at all times. We reserve the right to amend the prices and other details of the Products on our Websites at any time without giving any reason or prior notice.
2.4 Unless otherwise indicated, prices on our Website(s) are in U.S. dollars.
3. SUBSCRIPTION SERVICES
3.1 The provisions of this Clause 3 apply to Service(s) sold to you on a subscription basis.
3.2 Subscription Plans. You agree that depending on the Subscription Plan you select for purchase, the services, privileges, content and features made available to you with respect to a Service, the subscription fees for the use of the same (“Subscription Fees”) and the subscription period during which such Service(s) are provided (“Subscription Period”) will differ. The Subscription Plan you select may also determine how many Sub-User Accounts you are entitled to under your Customer Account, and the level or type of settings you can assign to the applicable Sub-Users. To view specific details of the Subscription Plan you purchased (“Subscription”) and the end date of your Subscription Period, please refer to your Account for such Service. Additional policies, guidelines, terms and conditions may apply depending on which Subscription Plan you select, as notified to you at the time of your purchase or otherwise indicated in your order, and all such terms shall be deemed to be incorporated by reference into the Terms of Service. We reserve the right to make changes to any Subscription Plan, or to add a new or remove an existing Subscription Plan in the exercise of our sole discretion, without liability to you.
3.3 Trial Subscriptions. We may from time to time at our sole discretion offer trial subscriptions for a Service(s). If you register for a trial of a Service (“Trial”), we will make the Service (or parts thereof) available to you on a trial basis either free of charge or at a reduced rate for a limited period of time specified by us (“Trial Period”), if not earlier terminated at our sole discretion. Trials may be subject to additional terms and conditions. We reserve the right in our sole discretion, to (i) determine your eligibility for a Trial, (ii) refuse or reject your registration for a Trial, (iii) modify the terms and conditions of a Trial, and/or (iv) terminate your Trial without prior notice to you. You will be required to enter your billing information in order to sign up for Trials even if they are offered free of charge. On the last day of the Trial Period, unless you have cancelled your Trial in accordance with Clause 3.6, you agree that you will be deemed to have purchased the Subscription Plan you have selected under the Trial, and we and/or our Online Reseller(s) may automatically commence charging you Subscription Fees for the Subscription on a recurring basis.
3.4 Subscription Fees. Upon confirmation of your purchase of a Subscription Plan, you agree to pay Subscription Fees for the entire Subscription Period. Your Subscription will be automatically billed in advance on a recurring and periodic basis according to the interval on the Subscription Plan you purchased and/or the billing frequency you select (if applicable).
3.5 Auto Sign-up and Auto-Renewal. Upon the expiry of your current Subscription Period or Trial Period, your Subscription will automatically renew or commence respectively and you will be charged for it within twenty-four (24) hours prior to the end of the current Subscription Period or Trial Period (as applicable) or thereafter (unless you have cancelled your Subscription or Trial in accordance with Clause 3.6). Subscription Fees may change upon the renewal of your Subscription or the commencement of your Subscription (upon the expiry of your Trial). We will notify you of any changes to the Subscription Fees in advance including by posting the same on the relevant Website(s). If you do not agree to the changes in the Subscription Fees, you must cancel your Subscription or Trial in accordance with Clause 3.6.
3.6 Subscription/Trial Cancellation. You, the Company, may terminate, or choose not to renew or commence, your Subscription at any time in accordance with Clause 15.1. It is your responsibility to properly cancel your Subscription or Trial in accordance with our instructions. You must do so at least twenty-four (24) hours before the end of the current Subscription Period or Trial Period (as applicable) to avoid being charged for the next Subscription Period. Any cancellation of a Subscription or Trial will take effect only at the end of the Subscription Period or Trial Period respectively. Once your Subscription or Trial is cancelled, you will no longer be able to access and use the Service(s) under the cancelled Subscription or Trial. You acknowledge that your cancellation of a Trial or Subscription does not automatically terminate your Account. In order to terminate your Account, you need to comply with Clause 15.2.
3.7 Upgrades, Downgrades and Changes. If you upgrade to a higher-level Subscription Plan, you will be billed for the upgraded Subscription Plan immediately. You may change your level of service or billing frequency at any time by selecting a different Subscription Plan under the ‘Upgrade’, ‘Change Plan’ or similar option under your Account or by submitting a written request to do so to our ‘Billing Support’ team. You acknowledge that if your Subscription is downgraded to a lower level Subscription Plan, you will immediately lose access to the Service Content, privileges, features, functionalities and/or capacity that were provided under your previous Subscription and any associated information, data and/or configuration settings in relation thereto (for which we have no responsibility to save, restore and back up) and you assume all risks relating to the same.
4. FEES, BILLING & PAYMENT
4.1 You agree to pay all fees for access to and/or use of the Service(s) (“Fees”) in a timely manner, in accordance with the billing and payment terms for the Service(s) as set out on the relevant Website(s) and as may be imposed by our Online Reseller(s).
4.2 Changes to Fees, Billing and Payment. We reserve the right to waive or vary the Fees (including the Subscription Fees) and the billing and payment terms from time to time, with respect to all users generally or only with respect to certain users, without liability to you. Where changes to the Fees will affect users generally, we shall use commercially reasonable efforts to give at least fourteen (14) days’ notice of such changes by posting the same on the relevant Website(s) or otherwise notifying you of such changes in accordance with these General Terms, save that no advance notice will be given with respect to temporary promotions where any Fees are reduced or waived temporarily.
4.3 Online Resellers. Please note that our order process is conducted by Bright Market, LLC dba FastSpring (“FastSpring”) or Paddle.com (“Paddle”) (each an “Online Reseller”). This means that either FastSpring or Paddle:
(a) will be the Merchant of Record for our orders; and
(b) will provide all customer service inquiries and handles returns in respect thereof.
When you purchase the Product(s), you acknowledge and agree that such Product(s) are resold to you by our Online Reseller(s) and as such, their terms and conditions relating to such sale and purchase of the Product(s), including their privacy and other policies, shall apply to you, and you agree to be subject to and comply with the same. We are not liable for any loss or damage in relation to any transaction processed by our Online Reseller(s) (including any errant or invalid transactions, or unprocessed transactions due to network communication errors, or any other reason). You agree that we are not responsible for missed payments, fraud, unavailability or hacking of our Online Reseller(s)’ systems or services or any other issues related to the orders and payments.
4.4 No Refunds. Unless otherwise provided under our Refund Policy, all Fees (including Subscription Fees) paid by you are non-refundable to you by us or our Online Reseller(s) under any circumstances, including if your Subscription is terminated prior to the end of your Subscription Period such that part of your Subscription Period is unused, you downgrade your Subscription, we take any actions pursuant to Clause 14.1 or if there is any change in the Terms of Service. We may however in the exercise of our sole discretion, consider requests for refunds on a case-by-case basis.
4.5 Unsuccessful Billing. If Subscription Fees for the upcoming Subscription Period are not paid before the end of the current Subscription Period or Trial Period as the case may be, or if Fees are not paid for the Product(s), or if you fail to pay any sums due to us or our Online Reseller as they fall due, for whatever reason (including if your payment method is declined, your billing information is wrong, or if our Online Reseller is unable to successfully charge your payment method, or if the transaction fails to be processed by our Online Reseller), you may not be able to renew, commence or upgrade your Subscription, and we may forthwith downgrade, allow to lapse or cancel your Subscription and/or suspend or terminate our provision of the Service(s) to you and/or your Account(s). You are responsible for all charges incurred up to the time of termination of the Service(s), subject to Clause 4.4.
4.6 Taxes. You are solely responsible for paying all applicable taxes associated with the access to and use of the Service(s) under your Account(s). All payments of Fees made by you shall be free of all deductions, including any withholding taxes which shall be borne by you.
5. OUR LICENCE TO YOU
5.1 You acknowledge that rights in the Service(s) are licensed (not sold) to you, and that you have no rights in or to the Service(s) other than the right to use it in accordance with the Terms of Service. You acknowledge that you have no right to access the Service(s) or any software provided thereunder (or any part thereof) in source-code form.
5.2 License to Use. In consideration of you agreeing to abide by the Terms of Service, applicable Third Party Terms, and the payment of applicable Fees, we hereby grant you and each of your Sub-Users a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use the Service(s) during the term of our Contract with you or the Subscription Period (as applicable), for the purposes we specify and in the manner that we intended, subject to the Terms of Service (and the terms of the Product you purchased) (the “License”).
5.3 Use Restrictions. You agree not to:
(a) copy, reproduce, modify, adapt, translate, publish, display, distribute, transfer, sell, resell, lease, sub-license, transmit, make available or otherwise exploit or use for any commercial or other purposes, the Website(s), Product(s) and/or Service(s) (or any part thereof);
(b) use the Website(s) and/or Service(s) to import or copy any local files you do not have the legal right to import or copy in this manner;
(c) use our API(s) in a way which contravenes these General Terms and our API Policy (if any), or which exceeds any limits that we may in our sole discretion impose on the number and frequency of API requests;
(d) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service(s), or otherwise attempt to discover our source codes and algorithms, except to the extent that applicable law expressly permits despite this limitation;
(e) do anything that would disrupt, alter, destroy, impair, interfere with, overburden or limit the functionality, operation or security of the Website(s) and/or Service(s), or interfere with another user’s use and enjoyment thereof, including hacking into the Website(s) and/or Service(s), or transmitting any virus or malicious code or sending mass unsolicited messages or ‘flooding’ servers;
(f) probe, scan or test or attempt to probe, scan or test the vulnerability of our Website(s) and/or Service(s) or any system or network, or breach or circumvent any security or authentication measures or other protection measures applicable to the Website(s) and/or Service(s) (or any content therein);
(g) use any linking, deep-linking, mirroring, framing, crawling, page-scraping technology or other automated means, including bots, robots, spiders, scripts or other similar processes or technology, to access, allow access to, copy, distribute, display, monitor or enable the mass download, collection or extraction of data from the Website(s) and/or Service(s);
(h) alter, remove or destroy any copyright, trade mark or other proprietary markings or notices on the Service(s), any Deliverable, or any Service Content including data files, information, applications, text, audio, image or other files or materials produced, generated or displayed in the Website(s) and/or Service(s); and/or
(i) engage in any fraudulent, unlawful or illegal activity.
6. THE SERVICE(S)
6.1 Services provided at will. We reserve the right, in the exercise of our sole discretion, to refuse your purchase of, reject your application for, decline to provide you with, or discontinue providing, any Service(s), for any reason without liability to you.
6.2 Changes to our Service(s). We reserve the right to change, suspend, remove or disable access to or discontinue a Service or any feature, component or content thereof at any time, temporarily or permanently, without prior notice and liability to you. We do not guarantee that any specific product or Service will be made available by us, or that any feature, component and/or content will always be available on the Website(s) and/or the Service(s). Notwithstanding the foregoing, if you have paid Subscription Fees for Subscription Plans that we permanently discontinue prior to the end of your Subscription Period, we may procure a refund to you of the Subscription Fees corresponding to the unused portion of your paid Subscription Period (i.e. from the effective date of the discontinuance of the applicable Subscription Plan to the end of your paid Subscription Period) on a pro-rated basis, on a case by case basis, and subject to such conditions as we may impose. We may credit the refunded amount to you through our Online Reseller or in such other manner as we may deem appropriate.
6.3 Service Availability. Unless otherwise provided, we are not obliged to provide any maintenance and support services (including maintenance releases, patches, fixes or extensions), or to provide any updates or upgrades to the Service(s). We may interrupt or suspend your access to the Service(s) from time to time, for routine, scheduled or unplanned maintenance or downtime, backups, updates, upgrades or other reasons. You acknowledge and agree that such interruptions may result in temporary unavailability of our Service(s). We will attempt to notify you in advance of any scheduled downtime (including on the Website(s), by email or other communication channels) but you acknowledge that this may not be reasonably practicable for unscheduled downtime (including emergency maintenance) which are due to reasons beyond our control.
6.4 Service Interruptions. You agree to immediately report to us any interruptions, errors, defects, abnormalities, unavailability, vulnerability, security issue and/or interference in the Service(s) as soon as you are aware of the same, to enable us to restore the Service(s) and/or take appropriate remedial actions promptly.
6.5 Service Updates. We may from time to time issue updates to the Website(s) and/or Service(s). Depending on the update, you may not be able to use and/or access the Website(s), the Service(s), and/or your Account(s) until you have accepted any new or additional terms and conditions of use.
6.6 Compliance. You agree to comply with all applicable laws and all our directions, instructions and/or protocols when accessing and/or using the Service(s).
6.7 Data Backup. You are solely responsible for the backup and preservation of all inputs, data files, scripts, configuration settings, data and/or other content which you upload to, transmit, save under, store, use and/or generate in connection with your Account(s) and your use of the Service(s) thereunder (including data stored on server(s) provided to you by us or our service providers) (the “User Data”). You acknowledge that some User Data (or parts thereof) that is saved in connection with your Account may only be available for viewing through your Account and not be available for download. We have no responsibility whatsoever for the preservation or backup of your User Data and for any User Data that may be lost, corrupted, deleted or irrecoverable by reason of your failure to backup your User Data or for any other reason, and you agree that you will not rely on the Service(s) to store your User Data.
6.8 Promotions. We may from time to time offer discounts or run promotions (“Promotions”). Promotions shall be effective only for the applicable promotional period and shall be subject to additional terms and conditions which accompany details of the Promotions. Our decision on all matters relating to Promotions is final and binding and we reserve the right to alter, withdraw or discontinue any Promotion at any time without prior notice or liability to you.
7. RULES OF CONDUCT/USAGE
7.1 You shall use the Service(s) in a lawful manner at all times and hereby undertake NOT to do any of the following in connection with and/or in the course of your use of the Service(s), or to use the Service(s) for any of the following purposes or activities:
(a) store, post, upload, link to, transmit, publish, distribute and/or otherwise disseminate any files, content, material and/or information:
(i) that is unlawful, tortious, defamatory, abusive, harmful, invasive of another’s privacy, harassing or excessively violent or which incites to hate or violence, or otherwise objectionable or offensive as determined by us;
(ii) in breach of, and/or which would cause us to be in breach of, Third Party Terms;
(iii) in breach of any law or any obligations under contractual or fiduciary relationships (including obligations of confidentiality);
(iv) which constitutes, or encourages the commission of, a criminal offence;
(v) which contains Viruses that may impair, interrupt, damage or otherwise adversely impact on the operation of the Website(s), Service(s), servers, networks, systems and/or resources belonging to us, other users of the Service(s) or our Third Party Providers;
(b) defame, libel, ridicule, mock, stalk, threaten, harass, intimidate or abuse anyone, or make personal attacks against other users or statements that are racially, ethnically or, in our opinion, otherwise offensive or objectionable;
(c) infringe our, or any third party’s Intellectual Property Rights, or rights of privacy or publicity, or any other rights including using, uploading, transmitting, distributing, or otherwise making available any content or information through the Website(s) and/or Service(s) in any manner that infringes such rights;
(d) attempt to obtain passwords or other private information from other users, or access, alter or destroy without authorization any information of other users by any means or device;
(e) obtain or attempt to obtain any product or service by any means or device with intent to avoid payment;
(f) access, tamper with, or use non-public areas of the Website(s), Service(s), our computer systems, or the technical delivery systems of our providers;
(g) attempt to probe, scan, or test the vulnerability of our (or our Third Party Provider’s) systems or networks or breach any security or authentication measures;
(h) monitor network traffic or data without authorization;
(i) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent technological measures implemented to protect the Website(s), Service(s) or User Data or the websites, services and/or systems of our Third Party Providers;
(j) attempt to access, search or download the Website(s), Service(s) or User Data, through the use of any technology or means other than those provided or authorised by us (including automation software, bots, spiders, crawlers, data-mining tools, or hacks, tools, agents, engines, or devices of any kind);
(k) falsify user information provided to us, our Third Party Providers, or to other users of the service in connection with use of our Service(s);
(l) extract, scrape, index, copy, or mirror the Website(s), Service(s) or User Data or portions thereof;
(m) frame or link to any part of the Website(s) and/or Service(s) with out our written permission;
(n) take any action that imposes, or may impose in our opinion, an unreasonable or disproportionately large load on our infrastructure or the infrastructure of our Third Party Providers;
(o) do anything that would interfere with, alter or disrupt the Service(s) or the operation of the Website(s), or the servers or networks connected to or used in connection with the Service(s), or infringe any requirements, procedures, policies or regulations of networks connected to the Website(s) and/or Service(s), or inhibit or interfere with another user’s use and enjoyment of the Service(s);
(p) engage in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronized number sequence attacks) to any other user whether on our networks or our Third Party Provider’s networks;
(q) collect user information such as email addresses without the consent of the person identified (phishing);
(r) distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations including commercial advertising and informational announcements (“spam”);
(s) violate any applicable laws or regulations, engage, promote or encourage any fraudulent or illegal activity including hacking, cracking or distribution of counterfeit software, or hacks for the Website(s) and/or Service(s), or promote illegal material or products including offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes; and/or
(t) attempt to gain unauthorised access to the Service(s), other users’ accounts on the Service(s), user passwords, private or personal information of users of the Service(s), or private mailing lists on the Service(s), or any other systems, networks or data, through password mining, phishing or any other means.
7.2 For the avoidance of doubt, any indirect or attempted violation of this Clause 7 and the Acceptable Use Policy, and/or any actual or attempted violation by a third party acting on your behalf or using your Account(s), will be deemed to be a violation by you.
8. THIRD PARTY APPLICATIONS
8.1 You acknowledge and agree that some Service(s) or parts thereof are provided or made available to you by third party applications, software, devices, systems, networks and services that connect, link to, are integrated with, or supply the resources, software and/or services (including server space or domain names) necessary, for the Service(s) (“Third Party Services”). Information may be collected from you through and/or provided to us by such Third Party Services and their operators, licensors and providers (“Third Party Provider(s)”).
8.2 Please be aware that while these Terms of Service are our full agreement with you, the terms and conditions and policies of these Third Party Provider(s) (“Third Party Terms”) may govern your use of such Third Party Services or your use of resources (including server space and domain names) supplied by such Third Party Provider(s) for the use of the Service(s), and apply to the collection, use, disclosure, retention and processing of information from you by such Third Party Provider(s).
8.3 By accessing and/or using the Service(s), you acknowledge and agree to abide by and be subject to the Third Party Terms, as they apply to your use of the Third Party Services through the Service(s), and agree not to access and use the Service(s) in a way that would cause us to be in breach of our contractual and other legal obligations to such Third Party Provider(s). A breach of any Third Party Terms by you will be deemed a breach of the Terms of Service.
8.4 Notwithstanding the provisions of this Clause 8, you acknowledge that unless you are a contracting party to the Third Party Terms, you shall not have any rights or remedies against us or any Third Party Provider(s) thereunder. You also acknowledge that not all products, services and options available under the Third Party Terms may be made available to you under our Product(s)/Service(s).
8.5 You acknowledge that our Third Party Providers reserve the right at any time to change or discontinue any of the Third Party Services, and we are not responsible for their actions or omissions.
8.6 You acknowledge and consent to your contact details being passed to and stored by each of our Third Party Providers, and being processed in accordance with their, and our privacy policies.
9. LINKED SITES
9.1 We may provide links, plug-ins, widgets, integrations or other connections to third party website(s), advertisements, applications and/or services (“Linked Sites”). When you click on Linked Sites, you may leave our Website(s) and/or Service(s). We have no control over, and are not responsible for the products, services and/or content on or obtained through the Linked Sites or for any damage you may incur from using and/or accessing the Linked Sites (including any Virus, spyware, malware, worms, errors or damaging material contained in the Linked Sites) or the availability, accuracy or reliability of any of the Linked Sites. The inclusion of an advertisement of, or link or accessibility to, a Linked Site, does not imply endorsement of the same by us.
9.3 Links to Third Party Provider websites and Third Party Terms given in our Terms of Service or on our Website(s) are provided for your convenience only. You agree that such hyperlinks may not be functional, correct, complete or updated, and you therefore agree not to rely on the same but be solely responsible for ensuring that you refer to the websites of the applicable Third Party Provider(s) for the correct terms and conditions as these may be updated by the relevant Third Party Provider(s) from time to time. Additionally, you agree to familiarize yourself with applicable Third Party Terms and to keep yourself updated on any changes thereto from time to time at the relevant Third Party Provider websites.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Website(s) and Service(s) are owned, operated and maintained by Site Arrow.
10.2 Under each Service, we may make available to you various types of Service Content which we believe to be useful to you.
10.3 Unless otherwise indicated, all Intellectual Property Rights in the Website(s) and Service(s) (including in their data, text, content, design, compilations, ‘look’, ‘feel’, ‘appearance’ ‘graphical user interface’ and Service Content) belong to us and/or our licensors, and we reserve and retain all rights in the same.
10.4 You shall not copy, reproduce, modify, adapt, display, sell, or distribute our Intellectual Property Rights, or use our Intellectual Property Rights in any other way for any public or commercial purpose without our prior written consent. Unless explicitly stated herein, nothing in the Terms of Service shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other rights and any goodwill associated therewith.
10.5 Printing, copying or downloading material from the Website(s) and/or Service(s) is strictly prohibited save that permission is granted to you to print hard copies of material for internal use only or to export data where a ‘print’, download or export option or button for the same is made available by us. You agree not to change or delete any proprietary notices from materials printed, downloaded or exported from the Website(s), Service(s) and/or your Account(s). You acknowledge that we and/or third-party content providers remain the owners of such material and that you do not acquire any ownership rights in the material by printing, downloading or exporting it.
10.6 You assume full responsibility and risk of loss resulting from your printing, downloading, exporting and/or use of Service Content or other material obtained from the Website(s) and/or Service(s).
11.1 You shall fully indemnify and hold us, our subsidiaries, related companies, officers, directors, employees, partners and agents (collectively “Indemnitees”) harmless from and against any and all damages, awards, expenses, losses, claims, actions, liabilities, penalties, costs and/or demands (including statutory liability and liability to third parties, economic loss, and court and legal costs assessed on a solicitor-client basis), suffered, incurred by or brought against any of the Indemnitees, due to or arising out of, whether directly or indirectly:
(a) your (or your Sub-User’s, officer’s, director’s, employee’s, contractor’s or agent’s) act, omission, negligence, willful default, mistake, misconduct, dishonesty or fraud;
(b) your (or your Sub-User’s) breach of any provision of the Terms of Service, Third Party Terms or the terms of our Online Reseller(s);
(c) any use of your Account(s) referable to your (or your Sub-User’s) Login Codes;
(d) any breach, violation or infringement by you (or your Sub-User, officer, director, employee, contractor or agent) of any applicable laws or any third-party rights (including rights in contract, intellectual property, confidential information and/or personal data);
(e) any connection to, access and/or use or misuse of the Website(s), Service(s), Server(s) and Third Party Services by you (or your Sub-User);
(f) your purchase of any Product(s) from, or any sale of Product(s) to you by, our Online Reseller(s);
(g) instructions from you, your Sub-User, officer, director, employee, contractor or agent, and/or our acting in good faith and taking or refusing to take action based thereon; and/or
(h) any claim by a third party against any Indemnitee in respect of any of the above.
12. DISCLAIMERS & LIMITATIONS OF LIABILITY
12.1 The Website(s) and Service(s) are provided to you ‘as is’, ‘as available’, without representation, warranty or condition of any kind, whether express or implied by statute, common law or otherwise (including any implied warranty or condition of merchantability or satisfactory quality, fitness for a particular purpose, non-infringement, compliance with any description or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise), all of which are expressly disclaimed to the maximum extent permitted under applicable laws. Without limiting the foregoing and without prejudice to any other disclaimers under the Terms of Service, we make no representation or warranty:
(a) that the Website(s) and/or Service(s) will be uninterrupted, error-free or Virus-free, or that bugs and defects therein will be corrected;
(b) that the Service(s) will meet your expectations or your needs, or that the use of the Service(s) may produce any desired outcome;
(c) that use of the Service(s) will be sufficient to enable you to comply with any applicable laws or regulatory requirements;
(d) that the transmission of any information through the Service(s) will be entirely private or secure;
(e) as to the correctness, accuracy, completeness, reliability, safety, timeliness, quality, suitability or availability of the Website(s), Service(s) or Service Content or any of our other services, products, software, tools or information; and/or
(f) relating to any third party or any other product or service provided by a third party (including Third Party Services) notwithstanding that such product or service may be recommended by us.
12.2 You acknowledge and agree that the entire risk arising out of your access to and/or use of the Website(s), Service(s) and the products and services of any third party, remains solely with you, to the maximum extent permitted by law. You agree at all times while accessing and/or using the Website(s) and/or Service(s) and the products and services of any third party, to employ good judgement and exercise caution. No other oral or written information or advice given by any of our (or our Third Party Provider’s or Online Reseller’s) employees, agents, contractors and/or representatives shall create a warranty for the Product(s)/Service(s), and you may not rely on any such information or advice.
12.3 By using the Service(s), you acknowledge and agree that internet transmissions are never completely private or secure, and that it is possible that the data on or transmitted, stored or processed in connection with the Service(s) can be accidentally or mistakenly released, lost, hacked or accessed by unauthorized users. You further acknowledge that operation of and access to the Service(s) and/or Website(s) may be interrupted or interfered with as a result of technical errors or issues or other factors outside of our control.
12.4 Subject to Clause 12.6 and without prejudice to any other limitations of liability under the Terms of Service, we shall not be liable (to you or any third party) under any circumstances for:
(a) consequential, indirect, incidental, punitive, exemplary or special losses, whether foreseeable or not, and even if we are aware of or advised of the possibility of the same;
(b) any of the following (whether direct or indirect, or foreseeable or not, and even if we are aware of or advised of the possibility of the same): loss of profit, loss of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation and/or loss of goodwill, downtime costs, any loss of revenue or business opportunities, loss of value of any deliverables, or cost of procurement of substitute products or services;
(c) any loss, damage, cost or expenses (whether direct or indirect, or foreseeable or not, and even if we are aware of or advised of the possibility of the same) resulting from or in connection with:
(i) the Service(s) generally or the hardware, software, or systems that make the Service(s) available (including Third Party Services) and for the design, development or administration thereof;
(ii) any error, omission, defect, deficiency, malfunction, unreliability, nonconformity, delay or disruption in or of the Service(s) (including glitches, bugs or inaccuracies of any kind) or your inability to use the same;
(iii) any human or electronic error, including in the administration or fulfilment of your requests or the performance of any services for you;
(iv) any use of and reliance on the Website(s), Service(s) and/or Service Content by you or a third party;
(v) unauthorized, wrongful or fraudulent access to and/or use of your Account(s), Login Codes, User Data, or the disclosure of or alteration of your transmissions, as a result of the unauthorized acts of third parties or your failure to safeguard the security of your Login Codes, User Data or Account(s);
(vi) your transactions with our Online Resellers or any other action taken by our Online Resellers against you;
(vii) any change in Fees and/or the Terms of Service, or any suspension or discontinuance of the Service(s) or any other action taken by us with respect to your Account(s) or pursuant to the Terms of Service;
(viii) inaccurate transcription of entry information;
(ix) entries that are stolen, misdirected, garbled, delayed by computer transmissions, lost or damaged;
(x) technical, network or computer failures of any kind;
(xi) inaccuracies or errors in any promotional or marketing content (including on our Website(s));
(xii) goods and services provided to you by a third party;
(xiii) any error, act or omission, negligence, willful default, misconduct, fraud or breach by, or failure to comply with applicable laws by, any user of our service, including you (and your Sub-User, officer, director, employee, contractor or agent) or any third party; and/or
(xiv) third party claims against you.
12.5 Subject to Clause 12.6, in the event that we are liable for damages despite the provisions in these General Terms, you agree that our total liability (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall not exceed:
(a) with respect to any Service that is paid on a subscription basis, an amount equivalent to the Subscription Fees paid by you in respect of such Service in the twelve (12)-month period immediately preceding the first (1st) incident giving rise to the loss; or
(b) with respect to any other Service, an amount equivalent to the Fees paid by you to us in respect of such Service.
12.6 Nothing in the Terms of Service shall exclude or limit our liability for any liability that cannot be excluded or limited by applicable laws.
12.7 You agree that the exclusions and limitations of liability under the Terms of Service are fair and reasonable and that the Fees would be substantially higher in the absence of such exclusions and limitations.
13.1 Our Contract with you shall remain in full force and effect while you access and/or use our Website(s) or Service(s) or have an Account with us, as applicable.
14. SUSPENSION & TERMINATION (BY US)
14.1 We may in our sole discretion and without penalty or liability whatsoever, suspend, restrict and/or terminate our provision of any Service(s) to you and/or your Account(s) (including to deactivate or delete your Account and all information therein, suspend or terminate your Subscription(s) and/or revoke any License) for any reason and at any time, without prior notice to you.
14.2 Without prejudice to the generality of Clause 14.1:
(a) Insolvency. We may terminate our provision of the Service(s) to you and your Account(s) forthwith without notice to you:
(i) if you have a receiver and/or manager appointed over you or any part of your undertaking or assets or if you shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if you become subject to a judicial management order or shall enter into any composition or arrangement with your creditors or shall cease or threaten to cease to carry on business; or
(ii) if you have distress or execution levied on or against all or any part of your property and such is not satisfied within thirty (30) days from last date of such levy; or
(iii) if you become bankrupt.
(b) Inactive Accounts. We may in the exercise of our sole discretion, terminate Accounts that are inactive (for e.g. that have no active Product(s) or Subscription(s)) for a continuous period of more than ninety (90) days, forthwith without notice to you. In the event of such termination, all data associated with such Account(s) will be deleted.
(c) Third Party Terms. Where any use by you of the Service(s) or the provision of the Service(s) to you is deemed by our Third Party Providers (who provide the resources or services underlying such Service(s)) to be objectionable or unacceptable in any way, or if any Third Party Provider exercises their right to suspend or terminate such resources or services for any reason whatsoever, then we may suspend or terminate our provision of the affected Service(s) to you forthwith without notice to you. You agree that the foregoing is fair and reasonable since the provision of our Service(s) is dependent on the continued availability of Third Party Services and subject to Third Party Terms.
14.3 Without prejudice to the generality of Clause 14.1, where:
(a) you have committed a breach of or failed to comply with any provision of the Terms of Service, any Third Party Terms and/or the terms of our Online Reseller(s);
(b) you have committed a breach of any applicable laws;
(c) you delay or fail to make payments with respect to the Service(s);
(d) there is any fraudulent, unlawful or illegal activity in connection with your access to and/or use of the Website(s) and/or Service(s) or your purchase of the Product(s);
(e) you provide any information that is untrue, inaccurate, not current or incomplete, or we (or our Online Reseller(s)) have reasonable grounds to suspect that this is the case; and/or
(f) we determine that you have engaged in unprofessional or unethical conduct or practices;
(g) we shall be entitled to take such action as we may deem appropriate without prejudice to our other rights and remedies hereunder or at law, including:
(i) immediate, temporary or permanent removal of any of your User Data;
(ii) immediate suspension, restriction or termination of your access to and/or use of any Service or any part thereof, and any of your Account(s), Subscription(s) and/or License(s), whether such Service(s), Account(s), Subscription(s) and/or License(s) relate to the Service in respect of which sub-clauses (a) to (f) above occurred or not;
(iii) issuance of a warning to you;
(iv) instituting legal proceedings against you for such breach; and/or
(v) disclosure of such information related to the breach to law enforcement authorities as we may feel is necessary.
14.4 Failure to comply with any provision of the Terms of Service (including any Acceptable Use Policy and/or a breach of Clause 5.3 of these General Terms) constitutes a material breach. We will determine in our sole discretion whether a breach or material breach has occurred.
15. TERMINATION BY YOU
15.1 Termination of Service. You may request for the termination of a Subscription, Trial or Service by submitting a request under your Customer Account, or as otherwise instructed by us. Unless we state otherwise, we are not able to cancel any Subscription, Trial or Service in response to an email or phone request. You acknowledge that notwithstanding that the Service(s) may not have been completed or fully provided as at the time of your termination, and that Fees may have been paid by you in advance therefor, that no refunds will be given as a result of such termination unless we specify otherwise in our Refund Policy. You acknowledge that depending on the Service(s) and the cancellation options available under your Account, your termination request may not take effect immediately but only after the end of the current Subscription Period (where applicable) or in other cases within twenty-four (24) hours or such other reasonable time period as may be specified by us. You acknowledge that your termination of a Service does not automatically terminate your Account. In order to terminate your Account, you need to comply with Clause 15.2.
15.2 Termination of Account. You may request for the termination of your Account(s) by contacting support (in accordance with Clause 20.2). Requests for Account termination will generally be processed by us within forty-eight (48) hours unless we inform you otherwise.
16. EFFECTS OF TERMINATION
16.1 Effects of Termination (of Service).
(a) The termination of Service(s) to you shall not affect your liability or obligations under the Terms of Service in respect of such Service(s) (including any payment of Fees already due to us or our Online Reseller(s) from you).
(b) Upon termination of Service(s) to you, all rights granted to you under such Service(s) (including License(s) and Subscription(s)) shall immediately cease and terminate, and you must immediately discontinue access to and use thereof.
16.2 Effects of Termination (of Account).
(a) The termination of a Customer Account will automatically terminate all Sub-User Accounts and Service(s) (including Subscriptions) under such Customer Account.
17.1 Please do not send us any unsolicited ideas, suggestions, or proposals for which you expect to receive a reward, benefit or payment or which you want to own or claim rights in, other than on our specific request so as to prevent misunderstandings or disputes if we develop new functionalities and features for the Service(s) which you perceive to be similar or even identical to your ideas, suggestions or proposals.
17.2 However, if you do send us an unsolicited suggestion, idea, or proposal, or if you send, at our request, a comment, suggestion, idea or proposal to improve the Service (collectively, “Submissions”), such Submissions shall not be considered your confidential information or otherwise proprietary to you, and we shall be entitled to use the same in accordance with Clause 17.4 without any restriction or compensation to you. We shall have no obligations concerning any Submissions, contractual or otherwise (including any obligation to keep the Submissions confidential), and shall not be liable for the use and/or disclosure of any Submissions.
17.3 You represent and warrant that your Submissions do not violate the law and/or any person’s rights (whether at law or under contract) nor consist of or contain Viruses, solicitation or any form of ‘spam’. You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submissions. You warrant and represent that you own all of the rights to your Submissions and that its use thereof by us as in accordance with these General Terms will not infringe the rights of any third party.
18.1 You are permitted to state publicly that you are a user of the Service, save that any use of our trade marks is subject to our approval and must comply with any trade mark use guidelines issued by us.
18.2 You agree that we may use your Company’s name and trade marks to identify you and/or your Company as a user of the Service on our Website(s) or in promotional materials, or verbally to other parties.
18.3 Where you provide a recommendation, review, testimonial or endorsement (“Testimonial”) of our Service(s) by email, social media, review sites or otherwise make the same publicly available on the Internet or otherwise, you represent, warrant and undertake that such Testimonial shall be the actual and truthful first-hand account of your experience using our Service(s). You agree that we may at our discretion copy, reproduce and use your Testimonial (or an extract thereof) to promote our Service(s) including on our Website(s) or in any other media. You agree that we may edit your Testimonial for the foregoing purpose as long as it is consistent with your original Testimonial.
19. CONFIDENTIALITY OBLIGATIONS
19.1 You acknowledge and agree that all proprietary rights in the Confidential Information belongs to us, and that you shall not use and/or disclose any Confidential Information except where expressly and specifically permitted by us in writing or under the Terms of Service. Provided that this clause shall not extend to information which was rightfully in your possession prior to the effective date of our Contract with you or your access to and/or use of the Service (whichever is earlier), or which is already public knowledge or becomes so at a future date, otherwise than as a result of your (or any of your employees’, contractors’, agents’ and/or Sub-Users’) breach of this clause. You shall ensure that all your employees, contractors, agents and/or Sub-Users are aware of and comply with the provisions of this Clause. The obligations contained in this Clause 19 shall survive the expiry or termination of our Contract(s) with you.
19.2 “Confidential Information” shall mean information:
(a) disclosed to or obtained by you (and/or your employees, contractors, agents and/or Sub-Users) in connection with the Service (whether intentionally or due to our or any party’s negligent act or omission);
(b) all data and information relating to our business, operations and activities including our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business; and
(c) new product or service plans, customer identities, customer needs, marketing plans, design data, pricing and other trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, data, computer programs and technical information.
20.1 Notices to you. You agree that we may provide notices to you by posting them on the Website(s), sending them to you through your Account(s), emailing them to your email address, or mailing them to your street address. Notices shall be considered to be received by you within twenty-four (24) hours of the time they are posted on the Website(s) or sent to you through your Account(s), or three (3) business days after it is sent to you by post.
20.2 Notices to us. Unless otherwise stated in the Terms of Service, you may contact us if you have any questions relating to the Website(s), Service and/or the Terms of Service by using any of the following methods:
(a) For support and other issues relating to Service(s) under a specific Brand, by email to the support and/or other contacts listed under the “Contact Us” (or similarly named) section of the relevant Brand Website; or
(b) For issues relating to our company or the Service(s) generally, or for service of legal notice which is including such as may be required by contract or any law or regulation, by email in writing to [email protected]. For the avoidance of doubt, communications sent to any other email address or to any support contacts or via in-Account communications will not constitute effective legal notice to us or any of our officers, employees, agents and/or representatives.
20.3 All notices. Notice will be deemed given:
(a) in the case of hand delivery or registered mail upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the intended recipient; and
(b) in the case of email on the date and time of transmission by the mail server operated by the sender and/or its service provider directed to the email address notified by the recipient, unless the sender receives a non-delivery or “returned mail” reply message or any error message indicating that the email was not successfully sent to the recipient’s mailbox or the mail server operated by the recipient or the recipient’s service provider.
21. OUR RECORDS
21.1 You acknowledge and agree that our records, whether stored in printed or electronic form, shall be binding on you for all purposes whatsoever and shall be conclusive evidence of the contents thereof (including of notices, communications, transactions, instructions, messages or operations made, performed, processed or effected through or in connection with the Service(s)) and/or your Account(s) and/or your liability to us. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records and hereby waive any of your rights (if any) to so object.
22. PERSONAL DATA
22.2 Personal Data in an Account. You acknowledge and agree that by registering for a Sub-User Account and using the Service, your Company, as well as other Sub-Users who are registered under your Company’s Account, may be able to access, obtain, collect, store and/or use, information (including your Personal Data) which you submit, upload or make available on or through your Sub-User Account. You acknowledge that the responsibility of limiting the disclosure of your Personal Data lies entirely with you.
22.3 Personal Data collected by third parties. Where you purchase Product(s) from our Online Reseller(s) or use Service(s) which includes or comprises services from our Third Party Providers, you acknowledge and agree that our Online Reseller(s) and/or Third Party Provider(s) may disclose your Personal Data to us as reasonably required for the Online Reseller(s), Third Party Provider(s) and us to handle any issues that you may have relating to your purchase and/or your use of the Service(s). We are not responsible for any Personal Data that you may disclose to our Online Resellers and Third Party Providers and/or their collection, use, disclosure and processing thereof or for their respective privacy policies and practices.
22.4 Personal Data in Testimonials. In connection with our use of your Testimonial, you hereby agree that we may use your name, company name, initials and/or likeness, in connection therewith. If at any time you want us to stop using your Testimonial, please contact our Data Protection Officer and we will cease using the Testimonial soon after processing your request.
23. DISPUTE RESOLUTION
23.1 If for whatever reason you are dissatisfied with any Service(s), you must send a written notice to us by email in accordance with Clause 20.2 in order to provide us with the opportunity to attempt in good faith to resolve the issue with you. If we are unable to resolve the issue, you may pursue resolution of the issue through the methods stated herein.
23.2 You hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts for the purposes of any legal action or proceedings (including any summons, motion or petition, and any application to court for injunctive, equitable and other relief) brought by us against you. You agree that we shall be entitled at our election to refer any claim not exceeding Singapore Dollars Twenty Thousand (S$20,000) (or the highest limit prescribed by law) to the State Courts’ Small Claims Tribunal. You agree at our request to execute all documents (including executing where applicable a Memorandum of Consent) and to perform all acts necessary to enable such dispute to be referred to the Small Claims Tribunal at our election.
23.3 Subject to Clause 23.2 above, you hereby agree that any dispute, controversy or claim that you may bring against us arising out of or in connection with the Terms of Service and your contract(s) with us, including any question you may raise regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre (“SIAC”) or at such other venue in Singapore as the parties may agree in writing in accordance with the SIAC Rules. In relation to such arbitration: (a) the law of the arbitration shall be the Singapore International Arbitration Act (Cap. 143A); (b) a tribunal shall consist of a single arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre (c) the language of the arbitration shall be English; (d) the parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential; and (e) no arbitration will be combined with another without the prior written consent of all parties to all affected arbitrations.
24. GENERAL TERMS
24.1 Binding effect. These Terms of Service shall be binding upon and inure to the benefit of the Parties hereto and their respective legal successors.
24.2 Survival of Clauses. The following Clauses of these General Terms and all other terms in the Terms of Service which by their nature should survive, shall survive the termination of your Account: Clauses 10 (Intellectual Property Rights), 11 (Indemnity), 12 (Disclaimers & Limitations of Liability), 14 (Suspension & Termination), 16 (Effects of Termination), 17 (Submissions), 18 (Publicity), 19 (Confidentiality Obligations), 20 (Notices), 21 (Our Records) and 23 (Dispute Resolution).
24.3 Severability. If any provision of the Terms of Service is found to be illegal, void or unenforceable under any applicable law or if any court of competent jurisdiction in a final decision so determines, such provisions in the Terms of Service shall continue in force save that such provision shall be deemed to be deleted.
24.4 Force Majeure. We shall not be liable for any failure or delay in the performance of our obligations or the operation of the Website(s) and/or Service(s) or any unavailability thereof that is due, in whole or in part, directly or indirectly to an event, circumstance or failure which is beyond our reasonable control including (i) acts of God, nature, court or government; (ii) strikes, lockouts, industrial action or labour disputes; (iii) riots, civil unrest, war or threat of war, criminal or terrorist acts; (iv) epidemic, quarantine restrictions; (v) disruption to supply lines, and general failure or impossibility of the use of aircraft, shipping, aircraft, motor transport or other means of public or private transport, or political interference with the normal operations of any party; (vi) utility failures, power outages, failure or interruption in public or private telecommunication networks, communications channels or information systems used in the provision of services; (vii) acts or omissions of a third party service provider or party for whom we are not responsible; (viii) delay, failure or interruption in, or unavailability of, third party services and Linked Sites; and (ix) Viruses, other malicious computer codes or the hacking by any party of the Website(s) and/or Service(s), third party services or Linked Sites.
24.5 Assignment. We may assign, transfer or delegate any and all of our rights and obligations under our Contract(s) with you incorporating these General Terms in whole or in part to another person or entity at any time without your consent and without prior notice to you. You may not assign, transfer or delegate any of your rights or obligations or any part of them under our Contract(s) with you incorporating these General Terms to another person or entity without our prior written consent, and any unauthorized assignment, transfer or delegation by you is void.
24.6 Waiver. Failure or neglect by us to enforce at any time any of the provisions in the Terms of Service shall not be construed or deemed to be a waiver of our rights hereunder, nor in any way affect the validity of the whole or any part of the Terms of Service or prejudice our right to take subsequent action. No waiver of any rights or remedies by us shall be effective unless made in writing and signed by our authorized representative.
24.7 Relationship. Nothing in the Terms of Service shall constitute or be deemed to constitute an agency, partnership or joint venture between us and you and neither party shall have any authority to bind the other in any way.
24.8 Third Party Rights. A person or entity who is not a party to the Contract between us incorporating these General Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any term herein, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
24.9 Cumulative rights and remedies. These Terms of Service and our rights and remedies hereunder, are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity.
24.10 Entire Agreement. The Terms of Service set forth the complete and exclusive statement of the Contract between you and us with respect to your access to and use of our Website(s) and Service(s), which supersedes any proposal or prior agreement oral or written, and any other communications between you and us relating to the subject matter of the Terms of Service or any other representation made by us with respect to the same whether on our Website(s) or otherwise.
25.1 In the Terms of Service, the following terms shall have the following respective meanings (unless the context otherwise requires):
“Account” means a Customer Account and/or Sub-User Account as the context requires, that allows you access to and use of the Service(s) offered under a Brand.
“API” means our application programming interface, which is to be used as an interface between a Service and your applications, and includes the documents (in whatever media) that accompany such application programming interface and API Data.
“API Data” means all content, images, photographs, illustrations, icons, text, video, audio, written materials, software or other content, materials or data that you access or otherwise use on a Service as part of your use of the API for such Service.
“Brand” any of the brands listed at our main website https://sitearrow.com/ under which service(s) are offered.
“include” (and its derivatives, such as “including” and “includes”) shall mean to include without limitation.
“Intellectual Property Rights” means all present and future copyrights, as well as all computer code or scripts, whether compiled or not in any computer language or program form, trademarks and service marks, trade names, domain names, rights in get-up, inventions, all rights in computer software and data, database rights, confidential information, trade secrets and know-how, design rights, registered designs publishing rights, and all rights, privileges and forms of protection similar or related to the above including all registrations and applications to register any of the above, and all renewals, revivals, reversions, extensions, continuations, divisions and re-issuances which may subsist anywhere in the world with the right to sue for past infringements.
“Online Reseller” means our online reseller as set out in Clause 4.3.
“Product” means any Subscription, product, plan and/or package for the use of one or more of our Service(s), such as we and/or our Online Resellers may make available for purchase by you including from our Website(s) and/or any Deliverable supplied to you as a result thereof.
“Service” means a service we make available under any of our Brands, as set out and described on such Brand’s Website, including all upgrades, updates and enhancements thereto, and such content, products, services, features, functionalities, licenses and API as we may offer in connection therewith from time to time. For the avoidance of doubt, references in the Terms of Service to any of our Brand names as aforementioned (e.g. to ‘Bulk Buy Hosting’), shall be construed as a reference to the Service(s) made available under such Brand and its corresponding Website, unless the context requires otherwise.
“Service Content” means the information, materials and content including user guides, manuals and any other types of content which we may make available to you under a Service.
“Subscription Plan” means a subscription plan to one or more Service(s) which we may offer from time to time, the pricing and details of which are specified at the relevant Brand Website for such Service(s).
“us,” “we,” “our”, “Site Arrow” means Site Arrow Pte. Ltd. (UEN No. 202030790Z), a company duly incorporated in Singapore with its registered address at 160 Robinson Road, #14-04 SBF Centre, Singapore 068914.
“Virus” means any virus, ‘Trojan horse’, ‘worm’, ‘backdoor’, ‘time bomb’, ‘logic bomb’, cancelbot, corrupted files or data, or other malicious code or software routine intended or designed to permit unauthorized access to or use of, or to disable, erase, or otherwise impair, interrupt, damage or otherwise adversely impact on the normal operation of websites, software, firmware, hardware, computer systems or networks.
“Website(s)” means our main website at https://sitearrow.com/, any Brand website(s), and any other website(s), web page, sub-page, subdomain and/or its successor page(s) as may from time to time be owned by us or under our control, partial or otherwise.