READYDOCS TERMS OF SERVICE (TRIAL)
Welcome to ReadyDocs (“Platform”).
1. TRIAL PERIOD
1.1 The “Trial Period” shall be a period of one (1) calendar month commencing on the date to be determined by us and which is communicated to you.
2. SCOPE OF DIGITAL SERVICES
2.1 During the Trial Period, subject to these Terms, Rajah & Tann grants you a limited, non-exclusive, non-assignable, non-transferable, non-perpetual, non-sublicensable, terminable and revocable licence to access our Platform and use our Digital Services solely to allow you to explore and understand the functionalities of the Platform and Digital Services.However, certain functions and/or features of the Platform and Digital Services may be disabled or limited. You acknowledge and agree that the Platform and Digital Services are not provided to you for any commercial purposes, and you shall not use the any or all of the Platform and Digital Services (including any documents created or generated using the Digital Services) for any commercial purposes.
2.2 Without prejudice to the foregoing, during the Trial Period,
- You may be permitted to create, generate or upload documents to the Platform using the Digital Services. However, you will not be able to download or share copies of the document which you have created, generated or uploaded to the Platform using the Digital Services.
- You may be permitted to electronically sign documents which you have created or generated using the Digital Services, or which you have uploaded onto the Platform. You acknowledge and agree that only a limited instance of such electronic signing function is provided to you for the sole non-commercial purpose of allowing you to understand the electronic signing function of the Digital Services, and you shall not use the electronic signing function for any commercial purposes, including executing any documents electronically or entering into legal relationships with any counterparties. For the avoidance of doubt, we shall have no obligation or responsibility to retain electronic records in relation to the documents electronically signed by you using the Digital Services during the Trial Period, and make no representation and warranty as to their validity and enforceability.
2.3 All rights, whether now existing or which may hereafter come into existence, with respect to or in relation to the Digital Services in all countries of the world which are not specifically granted to you, are reserved exclusively by us.
3. OUR RIGHTS
3.1 All copyright, patents, trademarks, trade secrets and other intellectual property rights subsisting in the Digital Services (including any documents created or generated using the Digital Services) belong to us or have been lawfully licensed to us for use in connection with the Digital Services. All rights under applicable laws are hereby reserved. Nothing herein or otherwise shall be construed as an assignment or transfer of any intellectual property rights in the Digital Services (including any documents created or generated using the Digital Services) to you.
3.2 We value and welcome feedback on our Digital Services and any suggestions on how we can improve. You acknowledge and agree that we are free to use, disclose, adopt, and/or modify any feedback and information (including any ideas, concepts, proposals, suggestions or comments) provided by you to us in connection with the Digital Services and/or your use of the Digital Services (“Feedback“), and hereby agree to waive any rights to claim for any fees, royalties, charges or other payments or attribution in relation to our use, disclosure, adoption, and/or modification of any of your Feedback. For the avoidance of doubt, the foregoing shall not create or imply any obligation on our part to use, disclose, adopt, and/or modify any Feedback.
4. YOUR CONTENT
4.2 You shall not submit, post or display any User Content or use the Digital Services in a manner which violates or infringes on someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property rights. Without prejudice to the foregoing, when inserting, inputting or submitting any personal data into any forms on the Platform for the purpose of creating or generating documents, you shall ensure that you have notified the individuals to whom such personal data relate to, that their personal data will be used by you for the purpose of creating and generating documents using the Digital Services, and obtain their consent.
5.1 To the fullest extent permitted by law, Rajah & Tann and its respective holding company(ies), subsidiaries, affiliates, partners, directors, officers, employees, agents, representatives and licensors (each a “ReadyDocs Entity” and collectively, “ReadyDocs Entities“) and (in respect of the technology used to provide the Digital Services, Zegal and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, and licensors (each a “Zegal Entity” and collectively, “Zegal Entities“) expressly limit their liabilities in connection with or arising out of the provision of the Digital Services as follows.
5.2 The Digital Services (including all content and documents provided in or generated by our App) are provided on an “as is” and “as available” basis, and with all faults. No assurance, representation, or warranty of any kind is made, whether express or implied, about the Digital Services. In particular, ReadyDocs Entities and Zegal Entitiesexpressly disclaim any warranties of merchantability or fitness for a particular purpose and non-infringement of our Digital Services (including all content and documents provided in or generated by our App).
5.3 No ReadyDocs Entity or Zegal Entityshall be liable for (i) any indirect, special, incidental, punitive, exemplary, or consequential losses or damages; or (ii) any loss of profit, business, reputation, or data,arising out of the use of, or the inability to use, our Digital Services.These exclusions or limitations apply regardless of whether or not any ReadyDocs Entity or Zegal Entity has been advised or notified of such losses or damages.
6.1 You agree to indemnify and hold Rajah & Tann and/or Zegal harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these Terms, (ii) your use of our Digital Services and/or (iii) any misrepresentation made by you. You also agree to fully co-operate with Rajah & Tann and/or Zegalas the case may be in the defence or settlement of any claim in relation to or arising out of our Digital Services or these Terms.
7.1 These Terms will continue to apply until the expiration of the Trial Period unless your account is terminated by you or us.
7.2 You may terminate your account at any time by written notice to us.
7.3 We reserve the right to suspend or terminate your account and your access to the Digital Services at any time for any reason or no reason without any liability to you.
7.4 If your account and access to the Digital Services have been terminated, all licenses and rights granted to you under these Terms shall also terminate immediately.
7.5 Termination of your access or these Terms shall not affect any accrued rights or liabilities of you or us.
7.6 Termination of your access is irreversible.Unless you inform us in writing during the Trial Period that you wish to subscribe to our Platform and Digital Services, all User Content and other information and data which you have provided, generated, created, electronically signed or uploaded onto the Platform (including documents which you have created or generated using the Digital Services) will be automatically deleted from our servers upon expiration of the Trial Period or termination of your account. After the expiration of the Trial Period or termination of your account, we would not be able to and shall have no obligation to, restore or provide you with any documents which you had provided, generated, created, electronically signed or uploaded onto the Platform or using the Digital Services, or records or functions that had existed prior to such expiration or termination.
8. WAIVER AND SEVERABILITY
8.1 Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting our intent as closely as possible.
9. ASSIGNMENT OF RIGHTS
9.1 You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our holding company, affiliates, or subsidiaries, or to any successor in interest of any business associated with the Digital Services.
10. GOVERNING LAW
10.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore.
11. DISPUTE RESOLUTION
11.1 Before filing a claim against Rajah & Tann or Zegal, you agree to try to resolve the dispute informally by contacting us at [email protected]by email to provide details of your concerns in writing. We will respond to you by email as soon as practicable; however, a lack of response shall not be deemed to constitute any acquiescence or waiver. Rajah & Tann and/or Zegal will use reasonable endeavours to try to resolve the dispute informally within thirty (30) days of receipt of your email setting out your concerns (“Negotiation Requirement“). If the dispute is not resolved within such a period, and you still wish to commence proceedings against Rajah & Tann or Zegal, you unconditionally and unequivocally agree that you must first submit the dispute for mediation at the Singapore Mediation Centre (SMC) or the Singapore International Mediation Centre (SIMC) in accordance with SMC’s or SIMC’s Mediation Procedure in force for the time being. Either/any party may submit a request to mediate to SMC or SIMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Every party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC or SIMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached (“Mediation Requirement“).
11.2 In the event that mediation fails to resolve the dispute, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC“) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIACRules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
11.3 The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a Party against the assets of the other Party/Parties wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.
12. THIRD PARTY RIGHTS
12.1 No person other than you and us will have any right under the Contracts (Rights of Third Parties) Act to enforce or enjoy the benefit of any of the provision of these Terms.
13.1 If you have any question about the Digital Services or these Terms, please contact us by email at [email protected].
ACCEPTABLE USE POLICY
Acceptable Use Policy
1. As part of the Terms, you agree not to misuse our services (“Digital Services“) or help anyone else to do so. Without prejudice to the foregoing, you agree not to do any of the following in connection with our Digital Services:
- use our Digital Services for unlawful or unauthorised purposes;
- use our Digital Services for entities other than the business entity in whose name the account is registered;
- use our Digital Services to compete with us or Zegal;
- re-sell or distribute (for or without consideration) any documents you have gained access to or generated through the use of our Digital Services;
- re-sell, distribute (for or without consideration) or otherwise attempt to benefit in a commercial fashion from any content available as part of the Digital Services;
- generate or download documents on a systematic basis that is commercially prejudicial to ReadyDocs;
- sell the Digital Services unless specifically authorised to do so;
- probe, scan, or test the vulnerability of any system or network;
- breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or use non-public areas or parts of the Digital Services or shared areas of the Digital Services that you have not been invited to or granted access to;
- copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, interfere with, or disrupt the integrity or the performance of the Digital Services;
- remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of Rajah & Tann or Zegal from any part of the Digital Services;
- interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Digital Services, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Digital Services;
- access, search, or create accounts for the Digital Services by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;
- send unsolicited communications, promotions or advertisements, or spam;
- forge any TCP/IP packet header or any part of the header information in any email;
- send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;
- conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;
- abuse referrals or promotions;
- post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, blasphemous, ethnically, racially or religiously offensive, indecent, libellous, defamatory, abusive, or knowingly false, objectionable on the grounds of public interest, public morality, public order, public security, or national harmony, or which offends against good taste or decency under applicable laws, and/or that infringe intellectual property rights;
- use the name of or seek to make any association with Rajah & Tann, Zegal or any other third parties, without their prior consent;
- disparage the reputation of Rajah & Tann, Zegal or any other third parties;
- violate the letter or spirit of our Terms;
- violate applicable laws or regulations in any way; or
- violate the privacy or infringe the rights of others.
2. You acknowledge that the above is not an exhaustive list.