WHITEHOOK TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY WHITEHOOK PTE. LTD. (“WHITEHOOK”). YOUR USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. BY CLICKING THE “SUBMIT” (OR SIMILAR) BUTTON, OR BY USING THE SERVICES IN ANY MANNER (AS APPLICABLE) (I) YOU OR THE ENTITY YOU REPRESENT (“CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS, AND (II) YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORISED TO BIND SUCH ENTITY THAT YOU REPRESENT.

1. Access to Service. Subject to Customer’s compliance with the terms and conditions of this Agreement (including payment of all applicable fees), Whitehook grants Customer the right to access and use the Whitehook services ordered by Customer (collectively, the “Service,” or “Services”) during the Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Whitehook’s applicable user documentation. Customer’s use of the Services shall be subject to any additional limitations (e.g., maximum number of site users, call limits, platform restrictions, etc.) which are set forth on the Services and/or during the registration or ordering process. In connection with your use of the Service, you agree and represent as follows:
   1. You are of legal age and are otherwise capable of forming a legally binding contract;
   2. You expressly agree to be contacted via email by us, and third parties, if relevant, regarding our Services;
   3. You agree that you will not use the Service in a manner that is inconsistent with the rights and restrictions as set forth in this Agreement.
   4. You are responsible for maintaining the security of your Account and password. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
2. Modifications. Whitehook shall have the right (but not the obligation), at its sole discretion, to modify or replace any of the provisions of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Services or by sending Customer an email. Whitehook may also impose limits on certain features and services or restrict Customer’s access to parts or all of the Services without notice or liability. Customer’s continued use of the Services following the posting or notice of any changes to this Agreement constitutes acceptance of those changes.
3. Support Whitehook will provide applicable standard customer support for the Services to You as detailed on our website.
4. Confidentiality; Ownership. Customer acknowledges that, in the course of using the Services and performing its duties under this Agreement, it may obtain, learn or develop information relating to the Services and/or to Whitehook or its suppliers or licensors (“Proprietary Information”), including, but not limited to, APIs, code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, analysis and performance information and other technical, business, product, marketing and financial information, plans and data. During and after the term of this Agreement, Customer shall hold in confidence and protect and shall not use (except as expressly authorised by this Agreement) or disclose, Proprietary Information, unless such Proprietary Information becomes part of the public domain without breach of this Agreement by Customer, its officers, directors, employees or agents. Except for the rights expressly granted under this Agreement, as between Whitehook and Customer, Whitehook retains all right, title, and interest in and to the Services, and all other products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Whitehook for the purposes of this Agreement. Whitehook shall not sell any Customer Data, provided that Customer acknowledges and agrees that Whitehook shall be permitted to (i) internally use and modify (but not disclose) Customer Data (as defined below) for Whitehook’s business purposes (e.g., providing, maintaining and improving Whitehook’s products and services), (ii) internally use and modify (but not disclose) Customer Data for the purpose of generating Aggregated Anonymous Data (as defined below), and (iii) freely use and make available Aggregated Anonymous Data for Whitehook’s business purposes. “Aggregated Anonymous Data” means Customer Data and other data submitted to, collected by or generated by Whitehook in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer. Customer shall, and hereby does, grant Whitehook a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its users relating to the operation of the Service. Nothing in this Agreement will impair Whitehook’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
5. Fees. Customer shall pay Whitehook all fees applicable to the Services ordered by Customer (“Fees”) in accordance with the payment terms set forth on the order. Except as expressly set forth herein, all Fees paid to Whitehook hereunder are nonrefundable and not subject to setoff. There will be no refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open Account. Any amounts payable hereunder are exclusive of all sales taxes, value added taxes, duties, use taxes, withholdings and other governmental assessments. Customer shall pay all such taxes and governmental assessments associated with the Services (excluding taxes based on Whitehook’s net income), unless Customer provides to Whitehook a valid tax-exempt certificate. Whitehook may change the Fees from time to time hereunder; provided that any change in Fees shall not go into effect until the commencement of the next Renewal Term (as defined below) that follows such notice.
6. Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter or obscure any proprietary notices or labels from the Service or any portion thereof; (vi) block, disable, hide or limit in any way the ability of any device to access the Service or any portion or functionality of or enabled by the Service; (vii) use the Service to build an application or product that is competitive with any Whitehook product or service; or (viii) remove or export the Services or any Proprietary Information or any direct product thereof from Singapore except in compliance with applicable law. In addition, when using or otherwise accessing the Service, Customer shall at all times abide by Whitehook’s Acceptable Use Policy set forth below.
7. Acceptable Use Policy. Customer is responsible for all activity conducted through Customer’s account or otherwise conducted by Customer in Connection with the Service, and Customer shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations.
8. In addition (and without limiting the foregoing), Customer shall not (and shall not permit any third party to), directly or indirectly, take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any material on or through the Service, that:
   • infringes any patent, trademark, trade secret, copyright, right of publicity or other personal, proprietary or contractual right of any other person or entity (including Whitehook);
   • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane (as determined by Whitehook in its sole and absolute discretion);
   • constitutes unauthorised, unsolicited or illegal advertising, junk or bulk communications (“spamming”);
   • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Whitehook or any third party;
   • impersonates any person or entity, including any employee or representative of Whitehook;
   • violates any agreement between Customer and any third party;
   • submitting Materials that contain restricted or password only access pages, or hidden pages or images;
   • bypasses any measures used to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to or accessed using the Service)
   • jeopardizes the security of Customer’s or anyone else’s Whitehook account (such as allowing someone else to log on as Customer on the Service);
   • attempts, in any manner, to obtain or harvest the password, account, or other security information from any other user;
   • using any robot, spider, other automatic device, or manual process to monitor, copy, or "scrape" web pages or the content contained in the Service or for any other unauthorized purpose without our prior written consent;
   • decompiling, reverse engineering, or disassembling the software or attempting to do so;
   • violates the security of any computer network, or cracks any passwords or security encryption codes;
   • runs any processes that interfere with the proper working of the Service:
   We respect the rights of third party creators and content owners and expect that you will do the same.
9. Privacy and Customer Data. Whitehook’s current privacy policy is located at www.Whitehook.com/privacy.php and is incorporated into this Agreement by this reference (the “Privacy Policy”). Customer shall be solely responsible for ensuring that Customer’s use of the Service complies with all applicable laws, rules, regulations, industry self-regulatory regimes and third-party contracts, terms and policies. Additionally, Customer shall not interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, or bypass any measures Whitehook may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service).
10. Disclaimer. We intend that the information contained in our Service be accurate and reliable; however, errors and data loss may sometimes occur. From time to time, we may issue an update to the Service which may add, modify, and/or remove features from the Service. These updates may be launched automatically with little or no notice, although we may make reasonable efforts to notify you in advance of an upcoming update. THE SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." WE AND/OR OUR SUPPLIERS, LICENSORS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. USE OF OUR SERVICE IS AT YOUR OWN RISK. WE AND/OR OUR SUPPLIERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, LOSS OF DATA, BREACH OF THE SERVICE OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH US, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
11. Term; Termination. This Agreement shall commence upon Customer’s first use of the Services. For any Services which are subject to renewal, following the Initial Term, subject to Customer’s payment of all applicable fees, this Agreement may be renewed for successive renewal periods as set forth on the Services (each, a “Renewal Term”, and the Initial Term, the “Term”). If Customer is in material breach of any provision of this Agreement, Whitehook reserves the right to immediately suspend access to the Services until such breach is materially cured. Without limiting the foregoing, either party may terminate this Agreement by written notice to the other party in the event that such other party materially breaches this Agreement and does not materially cure such breach within thirty (30) days of such notice. Whitehook reserves the right in our sole discretion, and without any prior notice, to terminate your access to the Service for any reason, including but not limited to your breach of these Terms of Service, the terms and conditions of any service for which you may have registered, or a violation of the rights of another user or the law. We reserve the right with or without notice to you at any time to change, modify or discontinue any Service or a portion or attribute thereof, or the offering of any information, good, content, product or service. We shall have no liability to any User or any third party should we modify or discontinue any service or an aspect thereof. Upon termination, the rights and licenses granted to Customer hereunder shall terminate, Customer shall immediately cease use of or access to the Services, and Customer shall immediately return anything Customer has obtained in connection with the Services, together with any and all documents, notes and other materials respecting the Services to Whitehook, including, without limitation, all Proprietary Information and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect. Customer acknowledges and agrees that Customer’s data stored on the Service may be irretrievably deleted ninety (90) days following any termination or expiration of this Agreement. The Services may incorporate functions that render the Services inoperable after the termination or expiration of the Term.
12. Limitation of Liability. IN NO EVENT SHALL WHITEHOOK, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID BY CUSTOMER TO WHITEHOOK HEREUNDER IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU.
13. Miscellaneous. You agree that: (i) the Service shall be deemed solely based in Singapore; and (ii) this Service shall be deemed a passive web site and service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Singapore. This Agreement (including the Privacy Policy and SLA) represents the entire agreement between Customer and Whitehook with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Whitehook with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of Singapore, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the courts located in Singapore. In any action to enforce this Agreement the prevailing party will be entitled to costs and legal fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Whitehook's prior written consent, and any action or conduct in violation of the foregoing shall be void and without effect. Whitehook may freely assign, transfer or delegate any of its rights and obligations hereunder. The parties agree that the provisions of this Agreement are intended for the benefit of, and are enforceable solely by, the other party, and nothing in this Agreement shall be construed as giving any other person any right, remedy or claim under or in respect of this Agreement or any provision hereof. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. All rights not expressly granted herein are reserved to us. Customer shall indemnify and hold harmless Whitehook from any and all claims, liabilities, damages and/or costs (including but not limited to, reasonable lawyers’ fees) arising in connection with (i) any breach of this Agreement by Customer, (ii) Customer’s use of the Services, or (iii) Customer’s alleged or actual breach of any terms or conditions applicable to any Third Party Platforms. Customer acknowledges and agrees that due to the unique nature of Whitehook’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow Customer or third parties to unfairly compete with Whitehook resulting in irreparable harm to Whitehook, and therefore, that upon any such breach or threat thereof, Whitehook shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law (without the requirement of posting a bond). No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. The failure of Whitehook to act with respect to a breach of this Agreement by Customer or others shall not constitute a waiver and shall not limit Whitehook’s rights with respect to such breach or any subsequent breaches. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognised overnight delivery service. IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE OR TO ANY CHANGES MADE IN THESE TERMS, PLEASE EXIT AND DISCONTINUE YOUR ACCESS TO OR USE OF THIS SERVICE IMMEDIATELY.