Version Date: 5.0 Dated 16 July 2019
(a) Trusted Services Pte. Ltd. (Company Registration Number: 199101481N), a company incorporated in Singapore and having its address at 456 Alexandra Road Fragrance Empire Building #14-01/02 Singapore 119962 (“TSV” or “we“, “us“, “our” as the case may be); and
(b) your Company, and each of its Users,
(each of (a) and (b), a “Party” and collectively, the “Parties“).
1.2. “Your Company” (or “your Company”, or “the Company”) means the business entity that has either agreed to acquire a licence to use Board.Vision (“Main Licensee”), or which has been designated by the Main Licensee with permission to use Board.Vision (“Permitted Entity”). If the Company is a Permitted Entity, you confirm that this is an entity which is specifically identified in an agreement executed between TSV and the Main Licensee (e.g. as a “Permitted Entity” or other such term as may be used by such agreement).
1.3. A “User” is a natural person who has been authorised by the Company to use Board.Vision on its behalf. You have been personally identified (via the provision of your personal data to us as part of User registration) as a natural person who has been designated by your Company as a User. For the purposes of this TOU, you personally acknowledge and agree, as a User, that:
(a) you have full authority to act as a User;
(b) your personal data is complete and accurate; and
(c) you have the authority to accept the terms of the TOU for and on behalf of the Company and that you have the capacity to accept the terms of the TOU (including but not limited to the extent that this TOU refers to consents in respect of personal data) for yourself.
1.4. Hereinafter, any further reference to “you” or “your” shall refer to both to you personally as the User and to your Company, except where the context requires otherwise (or where only one capacity is explicitly stated).
1.5. “Board.Vision” means the Board.Vision solution, a proprietary software application, service and platform developed by TSV to perform certain corporate secretarial functions and other functions (accessible or available from https://app.board.vision, website at https://board.vision/, and/or other link as may be updated by TSV from time to time);
1.6. “Submitted Content” has the meaning set out in clause 1;
1.7. In addition, your use of Board.Vision is subject to any additional policies, guidelines, rules and legal terms introduced in connection with the use of Board.Vision from time to time, including, without limitation:
any further requirements / modifications for use within a relevant territory; and
(b) (where applicable) additional agreements that may further govern your use of any of the additional electronic services or functionality provided through Board.Vision that may be applicable,
(c) (collectively, the “Additional Policies“). Such Additional Policies, where applicable, and issued, will form part of this TOU.
1.8. In the event of a conflict between this TOU and the Additional Policies, the Additional Policies will prevail to the extent necessary to resolve such conflict. Your consent and agreement to the Additional Policies is required as a condition of your access and use of Board.Vision.
1.9. This TOU may be updated (from time to time) by publication of the applicable updated TOU at https://board.vision/TOU/, and you agree that, unless excepted by TSV, the latest version of this TOU will be binding at all times including retrospectively in respect of any previous transactions performed on Board.Vision. Your continued access and use of Board.Vision with the updated TOU will confirm your acceptance of the latest TOU.
1.10. Though we will use reasonable efforts to secure transmissions from our systems that deploy Board.Vision (including but not limited to applying encryption), you acknowledge and agree that Board.Vision may use transmissions over the Internet which are never completely impenetrable, private or secure. You understand that any personal data, message or information which you send in the course of the use of Board.Vision may be read or intercepted by others. Use of Board.Vision is entirely at your own risk.
2. Restrictions on usage of Board.Vision
You shall not use Board.Vision and shall not accept this TOU if you are:
(a) (as a User) not of legal age or (your Company, or yourself as the User) do not have legal capacity to enter into legally binding agreements with TSV, and/or do not have authority to legally bind your Company to this TOU;
(b) not permitted to use Board.Vision under the laws of Singapore or other countries / regions (including the country / region in which you are resident or from which you use Board.Vision); or
(c) unauthorised or otherwise prohibited from using Board.Vision (or any part thereof) by the constitutional documents (including but not limited to such amendments or provisions to their by-laws, articles of association, or other similar documents) of your Company.
3. Other Agreements
3.1. This TOU may be executed concurrently or in conjunction with other agreements (other than Additional Policies) between the Company and TSV relating to the terms or subject matter of this TOU. In the event that such an agreement is executed, your use of Board.Vision will be further subject to the terms of such other agreements, and your compliance with those terms is a condition of your rights to use Board.Vision. Parties agree that any conflict between such agreement and this TOU will be resolved in favour of the Other Agreements to the extent necessary to resolve the contradiction.
4. Definitions and Interpretation
4.1. For the purposes of this TOU, unless the context expressly states otherwise, and in addition to other definitions stated in this TOU:
(a) “As Is Basis” means on the basis that you accept (and agree to exclude TSV from liability for) all faults, excluding any warranty of any kind, and with all disclaimers of any express, implied or statutory warranties and/or conditions including but not limited to conditions of merchantability, satisfactory quality, fitness for a particular purpose, value, accuracy, correctness, performance, stability, capacity, ability to use or enjoy, timeliness, confidentiality, non-infringement of any laws or regulations or third party rights, validity (including legal validity and enforceability), all of the foregoing with your agreement that there is no liability to TSV in respect of Claims or Losses arising in connection with the same;
(b) “Claims” means any and all actual or potential actions, claims, demands, differences, disputes, proceedings arising at any time whether at law or in equity, known or unknown, foreseen or unforeseen, now developed or discovered or which may develop or be discovered, whether alleged or not alleged, contested or uncontested, disclosed or undisclosed, discoverable or not discoverable or, within or outside the reasonable contemplation of the Parties;
(c) “Content” means any of Board.Vision (or part thereof), including any copyright works, or other subject matter capable of intellectual property rights protection anywhere in the world including but not limited to Board.Vision’s look-and-feel, layout, trademarks, get up, wrapper, function, routine, software, code, schema, process flow, application program interface, tool, device, information, text, images, graphics, video clips, sound, directories, files, prices, databases or listings;
(d) “Loss” means charges, damages, expenses (including legal and advisers fees and expenses, outgoings, expenses of enforcement of remedies, in each case on a full indemnity basis), fine
s, loss, penalties, including (without limitation) and whether or not any or all of the foregoing: (i) is direct or indirect in nature, (ii) is consequential or otherwise, (iii) could have been foreseen or was in reasonable contemplation of the relevant parties; and (iv) arises under, out of or in connection with any applicable statute, regulation, or theory of law;
(e) “National Identification Numbers” or “NIN” means passport numbers, and, in the case of Singapore-based data subjects, the NRIC and FIN or numbers identified as “other national identification numbers” by the Personal Data Protection Commission (“PDPC”) under the Advisory Guidelines on the Personal Data Protection Act for NRIC and other National Identification Numbers issued on 31 August 2018, as may be updated from time to time;
(f) “Risks” means the risks of (i) cybersecurity risks or risks of inadvertent disclosure or interception of information, exchanged or transmitted through Board.Vision; (ii) misrepresentation, negligence, or fraud by Users in respect of Third Party Services, Submitted Content and Third Party Content; (iii) infringement of third party rights; (iv) breach or infringement of applicable law, regulation, directive, judgment or order; and (v) (generally) incurring or suffering Loss or other injury or harm; and
(g) “Third Party Services” means third party software applications or third party services available on or through Board.Vision.
4.2. Unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a specific gender shall include all other genders.
4.3. The headings are inserted for convenience only and shall not affect the construction of this TOU.
5. Other TSV / Third Party Applications other than Board.Vision, where made available through / integrated with Board.Vision
5.1. TSV may, on or through Board.Vision, provide or make available / integrate certain additional applications or software that have been developed by TSV or a third party developer, and which are licensed to you (“Applications“).
5.2. The provision by TSV of such Applications may be subject to payment by you of certain fees and your agreement to other conditions that TSV may impose in their discretion as may be contained (where applicable or relevant) in an End User Licence Agreement (“EULA“) (as set out and made available with the Applications), and you agree that such terms will apply unless the Application is covered by a valid EULA entered into between you and the publisher of that Application (the “Publisher“), in which case the Publisher’s EULA will apply to that Application. The Publisher reserves all rights in and to the Application not expressly granted to you.
6. User Accounts
6.1. You acknowledge and agree as follows:
(a) Each User must register on Board.Vision in order to access and use any part of Board.Vision. Notwithstanding anything done or omitted to be done by TSV, TSV owes no liability to you to provide or make available Board.Vision before completion of the User registration process. Account types (and any functionality enabled through the account) are designated by your Company or (where instructed by you) by TSV (as the case may be) and may be modified, added to, or amended by TSV from time to time.
(b) As part of the registration process, Users may be asked to provide full, accurate and current information and particulars as may be prompted by Board.Vision, particularly if you are acting in the capacity of a subscription owner or as the billing contact for your Company. Such information and particulars must be kept up to date at all times, and you agree to update TSV (through the functionalities on Board.Vision, or through such notification procedures as TSV may specify) immediately on any changes or updates to the same.
(c) The particulars you may require may include NIN, which you agree and acknowledge is necessary to establish your identity (as a User) to a high degree of fidelity, and that such degree of fidelity is required due to the risk of commercial fraud and for compliance with legal requirements.
(d) As part of the registration process, each User will be designated or provided with a username and password either provided by the User or assigned by TSV which may be verified or authenticated via a one-time-password sent to a mobile phone or mobile device which the User has designated capable of receiving such password (collectively, the “User Credentials“) including a default set of User Credentials (or password as the case may be).
(e) Only one individual may use one set of User Credentials, and you may not, as a User, share your User Credentials with any other individual.
(f) As a User, you agree to update your password (immediately on initial issuance and thereafter, regularly), and to apply best practices in doing so including whenever prompted by Board.Vision to update your own password and to do so without delay.
(g) You agree that each User must keep confidential his / her own User Credentials, including (but not limited to) not sharing the User Credentials with any other person at any time, and to use best practices in maintaining security and confidentiality in the use, storing, updating or handling of the User Credentials.
(h) Except where separate agreements or arrangements may have been entered into between the Company and us, the first User registered for the Company will be deemed to be the User Administrator (“User Administrator“) for the Company, and such User will be granted rights to approve, delegate or verify other Users who will be permitted to use Board.Vision. A User Administrator may change the permissions of any User through the instructions of the Company, and all User Administrators must ensure that they exercise their obligations only with the proper authorisation of the Company.
(i) The identity and authority of the User Administrator may be revoked, varied or amended by TSV with the specific authorisation of the Company (together with verification of such authority to TSV’s satisfaction). On your own behalf and on behalf of your Company, you agree to submit to such verification procedures as TSV may require before TSV confirms or rejects the same. Until such time as the change in User Administrator (or any change to the User Administrator’s authorisation) is acknowledged by TSV, you agree that the previous User Administrator permissions and authorities remain in place.
(j) The right and authority of any other User to act for the Company may be verified by the User Administrator.
6.2. You agree that verification procedures can include (but are not limited to) verification of your identity, your authority as a User to transact for the Company and the existence and legal capacity of the Company. Verification processes may be conducted at any time, and not merely on initial registration. Notwithstanding the availability or conduct of the verification procedures, you agree that TSV shall be required to conduct verifications (or any part thereof) or be deemed to waive any defences, immunities, rights or remedies relating to or in connection with the conduct of such verifications. You agree that the NIN may be used consistently to authenticate your identity taking into account the potential importance of transactions executed by you via Board.Vision, the potential for fraud, and compliance with legal requirements.
6.3. We may but are not obligated, subsequent to your registration, to replace the NIN with User Credentials as unique identifier which have been or are then linked to your NIN as may be deemed desirable by us. You agree that notwithstanding the replacement of the NIN with such a unique identifier, we may, from time to time, require the use of the NIN to re-verify or refresh authentications which are otherwise reliant on the unique identifiers.
6.4. You hereby give your consent to the use of all information disclosed in the verification processes discussed above, and to all requests or requirements and steps taken or asked for by TSV. To the extent that you are providing information relating to or identifying another User or a third party, you warrant that you have obtained all consents required for the collection, use and disclosure of the same.
6.5. You agree to provide all information and materials as may be reasonably required by TSV in connection with the access or use of Board.Vision.
6.6. By using Board.Vision, you agree that Board.Vision may use multi-factor authentication to verify your identity. You further agree that each User must keep confidential his / her own multi-factor information, including but not limited to not sharing the multi-factor information with any other person at any time, and to use best practices in maintaining security and confidentiality in the use or handling of the multi-factor information.
6.7. You agree to notify TSV immediately if you become aware of any unauthorised use of your User Credentials or multi-factor information, or any other breach of security of your account. Until such time as TSV has acknowledged in writing your notification, you remain fully liable for any and all acts or omissions arising from the use of your User Credentials or multi-factor information, or any other breach of security of your account, and the same will be deemed to be binding on you as between you and TSV. You further agree to change the User password (or User Credentials) immediately upon reasonable suspicion that the confidentiality of such password or User Credentials has been compromised. TSV owes no obligation to rectify or remedy such situation, or prevent any Loss arising from the same, nor will TSV be liable for any Claims or Risks relating thereto. You agree that any steps taken by TSV to remedy or rectify such situation is done on an As Is Basis. Notwithstanding the foregoing, you agree to fully indemnify and hold TSV harmless in respect of any Claims or Loss in respect of any Risks associated with such situations.
6.8. You agree we have the right to provide or disclose to any court or authority, any telecommunication company, financial institution, service provider and/or network provider involved in the operation or management of Board.Vision from time to time, any information, whatsoever relating to your account as we may, in our absolute discretion, consider necessary to comply or assist with any order, warrant, judgment, law, regulation or authority in any jurisdiction. You agree that, notwithstanding anything stated here, such provision or disclosure may not be with any copy, notification or advance notice to you including (but not limited to, situations where this is prohibited).
7. The services or functionality offered under Board.Vision
7.1. TSV renders Board.Vision on an As Is Basis and you agree further that Board.Vision may vary for Users in different regions and countries. Without prejudice to the generality of the foregoing, TSV makes no warranty or representation that Board.Vision (or any part thereof) will be available (or continue to be available) for all Users at any or all times. TSV may in its sole discretion and without prior notice to you, vary the scope or limit of the services or functionality offered under Board.Vision including limiting or creating different types or levels of access to and use of any of Board.Vision or any features of the same with respect to different Users.
7.2. TSV reserves the right, without prior notice, to restrict access to or use of certain components of Board.Vision (or any features within Board.Vision) to any User or subject to other conditions that TSV may impose in its discretion, and at any time.
7.3. Except where the contrary is expressly provided for in a separate agreement relating to the preparation of any the following documents as part of an agreement for the provision by TSV of corporate secretarial services, you agree to be responsible for the accuracy and completeness of any and all documents (and information contained therein), including but not limited to minutes of meeting, agenda, draft resolutions, circulars and/or notices, notes or comments and internal communications, provided by you in the course of your use of Board.Vision and responses to other Users. You further understand, acknowledge and agree that we make no warranties or representations in respect of, nor do we guarantee the accuracy, timeliness, completeness, integrity or quality of any such documents (and the information contained therein) or any other content or material which may be accessed or made available via Board.Vision.
7.4. We do not warrant that the use of Board.Vision will meet your Company requirements in connection with compliance with applicable laws and regulations, including without limitation audit requirements, quorum requirements, requirements relating to directors’ resolutions, document signing and/or stamping requirements, annual general meetings, proper formation of committees, proper notification, etc.
7.5. Though Board.Vision allows you to save, compile and download your documents in respect of meetings and resolutions for easy extraction (including where they are still being worked on), you agree and acknowledge that this is not to be used or treated as an archive function and it shall be your sole responsibility, at your own cost, to maintain a current backup of any of the content and information that you submit, upload, contribute or access, including Submitted Content, on Board.Vision. You agree and acknowledge that if you choose to rely on Board.Vision as a document repository or for meeting your record keeping obligations, you do so with full acknowledgement of and agreement to the risks involved. You further agree that in the event that we do make available backup services, that such services will be agreed to via a separate or additional agreement and at extra cost, to be provided in addition to any functionality or services under Board.Vision. Notwithstanding the foregoing, Board.Vision does not provide any function to restore any information or files deleted by user error.
7.6. In the event that you reach out to TSV for assistance, and TSV renders any support in any way in connection with Board.Vision, as administered on or through Board.Vision, you agree that TSV owes no obligation to provide such assistance, and if TSV provides such assistance, it will do so on an As Is Basis, and you agree that TSV may exclude liability for Loss or any Risks that arise from or are in connection with the same, and that you will fully indemnify and hold TSV harmless for any Claims arising from or are in connection with the same.
7.7. Helpdesk Support
7.7.1. TSV (or an affiliate, in instances where Board.Vision is acquired by you through a third party reseller) will provide support services to act as a primary point of contact to address functional and navigational questions, as well as assist in the initial evaluation of technical issues. All Users are able to access customer support via the telephone or a web form.
7.7.2 Where helpdesk is provided via an affiliate (in instances where Board.Vision is acquired by you through a third party reseller), the affiliate will be responsible to you for such helpdesk support under such separate terms as that affiliate may apply and TSV shall owe no duties (and excludes all liability) in respect of the same. Where Board.Vision is acquired by you through TSV directly, TSV (as the sole and exhaustive obligation to you in respect of the same) will use reasonable efforts to make Help Desk Support available from 9 a.m. to 6 p.m. Mondays to Fridays, Singapore time, in English, excluding public holidays in Singapore.
8. Content and Messaging
8.1. As part of the services or functionality provided through Board.Vision, you may submit, upload or contribute content and information, interact with or communicate with the other Users of Board.Vision and send messages and other content or communications, or other material (collectively, “Submitted Content“).
8.2. You represent and warrant and shall ensure that all of your Submitted Content will at all times:
(a) not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable;
(b) not consist of or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam”; and
(c) not contain content or statements contrary to public interest, public morality, public order, public security, national harmony, or otherwise be prohibited by applicable laws or regulations.
8.3. By submitting, uploading or contributing Submitted Content through Board.Vision, you agree as follows:
(a) subject at all times to clause 4, that we may handle the Submitted Content solely and exclusively for the purposes of fulfilling our obligations under this TOU and for delivering the services and functions of Board.Vision including without limitation the right to store, reproduce, distribute, modify, display, communicate, transmit, such Submitted Content, and to require our affiliates (including our vendors) to do the same, in each case also solely and exclusively for the purposes of fulfilling our obligations under this TOU and for delivering the services and functions of Board.Vision;
(b) you represent and warrant that:
(i) you have all rights to upload and input Submitted Content for use with Board.Vision without infringing the intellectual property or other rights of any third party;
(ii) none of the Submitted Content will expose TSV to any claims or proceedings (civil or criminal) in any part of the world; and
(iii) the use of the Submitted Content by TSV and other Users and the hosting of such Submitted Content on Board.Vision by TSV will not require any further licences or rights from, or infringe any other intellectual property or other rights of any third party.
8.4. Notwithstanding anything stated elsewhere, TSV shall not access your Confidential Information at any time without your prior written consent for any purpose other than and solely and exclusively for the purposes of fulfilling our obligations under this TOU and for delivering the services and functions of Board.Vision. TSV undertakes not to disclose it to any other person and will take reasonable steps to prevent its unauthorised use or disclosure. For the purposes of this clause:
(a) “Confidential Information” means information which is by its nature confidential or which is designated as confidential and includes (without limitation) the Submitted Content;
(b) This clause does not apply to any Confidential Information which
(i) becomes generally known to the public, other than by reason of any wilful or negligent act or omission of the disclosing party, or any of their respective representatives;
(ii) any Confidential Information which is required to be disclosed pursuant to any applicable law or to any competent governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative, or supervisory body (including, without limitation, any relevant stock exchange or securities council), provided that TSV shall first consult with you (to the extent practicable) having regard to these obligations about the form and content of the disclosure and must ensure that all permitted disclosures are kept confidential;
(iii) any Confidential Information which is required to be disclosed pursuant to any legal process issued by any court or tribunal whether in Singapore or elsewhere or in connection with any legal proceedings between the Parties; and
(iv) any disclosure by TSV to its legal or other advisers for the purpose of application and enforcement of TSV’s rights under this TOU.
(c) TSV acknowledges and agrees that any breach of the terms of this clause will result in irreparable harm to you for which damages would not be an adequate remedy, and that you shall, in addition to any other relief and/or remedies available at law, be entitled in respect of any actual or threatened breach of the obligations under this clause to seek equitable relief (whether in the nature of injunction, specific performance and other equitable relief).
8.5. Submitted Content postings are not moderated by us and, as a security feature to ensure integrity of your input, we have no ability to tamper, modify, delete or otherwise interfere with the same. We are not responsible as author, editor or publisher of any Submitted Content or content provided by any parties or through any of the services or functionality of Board.Vision.
8.6. Though Board.Vision is designed with reasonable resilience and safety measures, you agree and acknowledge that it shall be your sole responsibility, at your own cost, to make back-ups of Submitted Content or other content sent via Board.Vision. You further agree that TSV shall not be liable for the loss of any Submitted Content.
8.8. You further acknowledge and agree that any use by you of any content submitted by any third party or which is made available through Board.Vision (including Third Party Content and Submitted Content) is entirely at your own risk. TSV does not verify and is not in a position to verify any party’s rights to submit any content on Board.Vision, and TSV takes no responsibility and assumes no liability, whether direct or indirect or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits or any other commercial damages or losses, for any content posted by you or any third party, or for your use of the same.
8.9. As a security feature to ensure integrity of your input, we have no ability to access, modify, delete, remove or disable access or otherwise interfere with any Submitted Content and you will bear full liability for any Submitted Content submitted by you which is potentially defamatory of any person, unlawful, objectionable in any way, in violation of any third party rights, or for any reason whatsoever. Any editing or removal of any such content from Board.Vision shall be without prejudice to our other rights and remedies available at law. If we are required to comply with any order of court or settlement, to prevent, mitigate or cease any harm or damage due to the same, then you agree to indemnify us for any costs incurred in complying with the same (including but not limited to legal costs incurred on a full solicitor client basis). You agree that other content provided on Board.Vision by third party information service providers are not in any way edited or endorsed by us and you agree to alert us of any issue in relation to the same and that you will take no action against us unless and until we have failed to respond substantively to your request (which substantive response may include rejecting requests to take down or by taking action to reinstate such content), our response being the sole and exclusive remedy against us in connection with such content. You agree that any other action in respect of such content will be directed to such third party information service providers and that we will not be included in any litigation or claims, for which our co-operation in providing the aforementioned substantive response is your sole and exclusive remedy in respect of such litigation and claims.
9. Electronic Signatures
The services or functionality of Board.Vision may provide on-demand affixation of electronic signature and related functionalities (including without limitation online display, certified delivery, acknowledgment of electronic signatures). You acknowledge and agree that notwithstanding that Board.Vision may incidentally facilitate the execution of documents, nothing in this TOU may be construed to make TSV a party to any such documents processed through Board.Vision. TSV makes no warranty regarding the validity (including legal validity and enforceability) of such executions.
10. Third Party Services
10.1 We may make certain Third Party Services available on or through Board.Vision.
10.2. You agree and acknowledge that:
(a) TSV is not a party to any agreement for the Third Party Services, has no authority to bind providers of Third Party Services;
(b) TSV does not represent any User in any specific transactions for any of the Third Party Services;
(c) you are aware that there may be risks of dealing with people acting under false identity (including without limitation fraud, identity theft or impersonation);
(d) although TSV uses reasonable means to verify the accuracy of some information which other Users provide us with when they register on Board.Vision, you acknowledge that there are inherent limitations, difficulties and obstacles in conducting such verification, and you will not hold TSV liable or responsible for verifying any User’s purported and/or claimed identity and as such you deal with other Users at your own risk;
(e) you fully assume the risks of conducting any transactions in connection with using Board.Vision and the risks of any liability or harm in connection with the Third Party Services and subsequent activity of any kind relating to the same including (but not limited to) the potential for Risks;
(f) TSV shall not be liable or responsible for any Claims, Loss or Risks that may arise from or in connection with the Third Party Services;
(g) you are solely responsible for all of the costs and expenses incurred by your use of Board.Vision, and will not, in any way, hold TSV liable for payment, returns, warranties, shipping, insurance, fees, taxes, or other expenses or incidences relating to title, licences, fines, permits, handling, transportation and storage of any products or services under the Third Party Services;
(h) all representations, information and/or documents in respect of the Third Party Services are by and/or obtained from the relevant third parties and such information and/or documents is made available on or through Board.Vision on As Is Basis; and
(i) the making of such Third Party Services available on Board.Vision or through the services or functionality of Board.Vision is each on an As Is Basis.
10.3. At all times, it is a condition of your use of Board.Vision that, you irrevocably and unconditionally settle, release, acquit and discharge TSV from any and all Claims:
(a) from or in connection with the Third Party Services (including but not limited to any claim relating to the agreement for the Third Party Services including, without limitation, formation and validity of such agreement, representations made in connection with such agreement, breach of such agreement, legality or enforceability of such agreement) or any Risks connected with the same; and
(b) directly or indirectly out of or in any way connected with the subject matter, products and services under the Third Party Services or any Risks connected with the same.
10.4. You agree to indemnify and hold TSV, its related corporations, affiliates, officers, agents and representatives harmless against any action brought by third parties or Third Party Services contracting parties, against TSV in respect of any Claims relating to the Third Party Services.
11. Code of Conduct and Use of Board.Vision
11.1. As a condition of your access to and use of Board.Vision, you agree that you will comply with the following obligations (the “Code of Conduct“) at all times, the breach of which will entitle us to terminate or suspend your User account without liability to you or other Users or third parties and without prior notice:
(a) you shall comply with all applicable laws and regulations when using Board.Vision;
(b) you will only use Board.Vision in your capacity as representing the Company and, in this regard will only conduct transactions for business purposes, and not for personal or domestic purposes;
(c) you shall not engage in, facilitate or otherwise further unlawful, illegal or abusive conduct or violate any applicable industry or legal regulations or codes;
(d) you shall not impersonate any person or entity, or falsely state, imply or misrepresent your affiliation with another person or entity;
(e) you shall not send or relay any unsolicited bulk messages or unsolicited messages, including conducting unsolicited surveys, or illegal contests or pyramid schemes, or sending chain letters, duplicative messages;
(f) you shall not use Board.Vision to harvest or otherwise collect information about others (such as email addresses or cell phone numbers) whether for / in respect of / as part of any surveys, studies, research, commercial, personal or any other purpose or whether with or without their prior affirmative consent;
(g) you shall not use any automated process or service to access and/or use Board.Vision (such as a bot, a spider, periodic caching of information stored by us, or “meta-searching”), or in your communications with others through your use of the same;
(h) you shall not use any unauthorised means to modify or reroute, or attempt to modify or reroute, the information available on or provided through Board.Vision;
(i) you shall not damage, disable, overburden, or impair Board.Vision (or any functions in or features of the services or functionality of Board.Vision) or the network(s) connected to the same, including uploading or transmitting any viruses, malware, or files designed to interrupt, destroy, or limit the functionality of the same, or interfere with anyone’s use and enjoyment of the same;
(j) you shall not impair or undermine or threaten the security or integrity of any computer systems or networks of TSV and/or TSV’s vendors and/or any other User, or to gain unauthorised access to such computer systems or networks;
(k) you shall not interfere or attempt to interfere with the proper working of Board.Vision (or any part thereof);
(l) you shall not take any action which imposes an unreasonable or disproportionately large load on TSV’s infrastructure or the infrastructure of any of TSV’s vendors or other Users;
(m) you shall comply with all other requirements that TSV may, in its reasonable discretion, impose;
(n) you shall not resell or redistribute all or any part of Board.Vision (or any functions in or features of the services or functionality of Board.Vision) or any other feature of the same;
(o) you shall not provide false or misleading information or make false or misleading information statements or misrepresent your intentions in your use of Board.Vision (or any functions in or features of the services or functionality of Board.Vision);
(p) you shall not post or provide any statements or content which is offensive or obscene to any racial / ethnic, religious, social group or political group;
(q) you shall not use Board.Vision to promulgate any ideas or make any statement that may incite any ill will / hatred / prejudice against any race / religion / social group or that may be used as support for any political cause or campaign;
(r) you shall not use Board.Vision (or any functions in or features of the services or functionality of Board.Vision) to advertise, distribute or promote any products, or (for commercial purposes), endorse your own or any third party product or services or engage in any anti-competitive behaviour;
(s) you shall not copy, reproduce, download, re-publish, reverse assemble, decompile, sell, distribute, resell or otherwise commercially exploit the Content;
(t) you shall not index, inventorise, systematically retrieve Content or directly or indirectly create or compile a database or directory or other work (whether through automatic or manual processes); and
(u) you shall not use any Content for any purpose not expressly permitted in this TOU.
11.2. You agree that, by uploading, posting, displaying or otherwise making available any information (including communications on and/or through Board.Vision, and any subject matter contained or accessible from such communications), content or material on and/or through Board.Vision (or parts of either thereof) we may use the same, subject at all times to clause 4, strictly and solely for purposes as may be necessary for TSV or its affiliates or licensees to deliver and fulfil the functions of Board.Vision or execute TSV’s obligations under this TOU, including in support of the business purpose of the User in connection with the same, and for no other purposes. You confirm and warrant to TSV that you have all the rights to authorise us to do so.
11.3. You will fully indemnify and hold TSV harmless in respect of any Claims or Loss in respect of any Risks associated with the breach of the Code of Conduct and paragraph 1.
12. Third Party Sites and Links
Without prejudice to clause 10, we may provide links to other sites or resources on the World Wide Web operated by third parties. We have no control over such third party sites and resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or materials on or available through such sites or resources. You further acknowledge and agree that to the maximum extent permitted by law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any content, goods or services on or available through any such site or resource. You further acknowledge that your access to and/or use of such third party sites and resources is at your own risk, and that such third party sites usually have their own terms and conditions, including privacy policies, over which we have no control and which will govern your rights and obligations with respect to the use of those sites and resources.
13. Intellectual Property Rights
13.1. “BOARD.VISION” and any logos, service marks, slogans, product names and designations and other proprietary indicia used as part of Board.Vision, all of which are and remain the property of TSV or our licensors, and may not be used without our prior written permission which may be withheld in our absolute and sole discretion.
13.2. All rights, title and interest in and to the content displayed on Board.Vision, including but not limited to Board.Vision’s look and feel, data, information, text, graphics, images, sound or video materials, photographs, designs, trademarks, trade names and content provided by third parties that are licensed to us (individually or collectively, the “TSV Content“) is owned by us or our third party licensors (as may be applicable). All rights are reserved and any rights not expressly granted herein are withheld.
13.3 You are granted a limited, non-exclusive, non-transferable, non-sublicensable right to use Board.Vision insofar as it is owned by or licensed through us on your personal devices and only for the purposes of your Company, on and such to the terms of this TOU.
13.4 The grant of rights herein are limited to our intellectual property rights in Board.Vision and do not include any other patents or intellectual property rights. You own the device on which Board.Vision is installed but we and/or our licensor(s) retain ownership of Board.Vision itself. This licence allows you to use Board.Vision on a single User account. The same User account may not be used to concurrently access both Board.Vision at the same time, and may not access Board.Vision via more than one (1) device at the same time. You may not make Board.Vision available over a network where a User account could be used by multiple devices at the same time or use Board.Vision as a service bureau for the provision of services or functionality of Board.Vision for third parties.
13.5 We may make available for download certain updates or upgrades to Board.Vision to update, enhance or further develop Board.Vision (the “Updates“). This licence allows you to download and use the Updates to update Board.Vision on any device that you own or control and which is governed by this licence. Any Update that is downloaded, used, or otherwise installed, executed or integrated is thereafter deemed to be part of Board.Vision for the purposes of this TOU.
13.6. This licence does not allow you to update devices that you do not own or control, and (except where otherwise authorised by us in writing) you may not make Board.Vision available over a network where it could be used by multiple devices or multiple computers at the same time. You may not make any copies of Board.Vision, unless such copy is authorised in writing by us. This licence does not grant you any rights to use our (or our licensors’) proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party devices and accessories for use with Board.Vision.
13.7. Except as and only to the extent expressly permitted in this TOU, by licensing terms governing the use of open-sourced components included with Board.Vision (if any), by applicable law or as otherwise expressly authorised by us in writing, you may not (and may not knowingly allow or assist any third party to) copy, decompile, download, reproduce, communicate, republish, upload, post, transmit, edit, re-use, adapt, modify, rent, lease, loan, sell, assign, transfer, distribute, perform, display, license, sublicense, reverse engineer, disassemble, reverse assemble, attempt to derive the source code of, create derivative works or adaptations of Board.Vision or any TSV Content. Any attempt to do so is a violation of our rights and our licensors. If you breach this restriction, you may be subject to prosecution and damages. By storing content on your device you are making a digital copy. In some jurisdictions, it is unlawful to make digital copies without prior permission from the rights holder.
13.8. To notify us of your claim of copyright infringement with respect to any content posted on or through Board.Vision, please send a written communication to the contact particulars at clause 18 of this TOU. Please note that the notice must at a minimum:
(a) for allegations of infringement of copyright, complaints should be made in writing and be signed by the complainant (if you are the person complaining, this would be you), stating at least the following particulars:
(i) the name and address of the complainant;
(ii) where the complainant is acting on behalf of a copyright owner or an exclusive licensee, the name and address of the copyright owner or exclusive licensee;
(iii) the complainant’s address for service/ receipt of correspondence;
(iv) a telephone number, a facsimile number (if any) and an electronic mail address at which the complainant can be contacted;
(v) sufficient particulars to enable us to:
(A) identify the material in respect of which copyright is alleged to have been infringed;
(B) identify and locate the electronic copy alleged to be an infringing copy of the material referred to, including the online location of that electronic copy; and
(C) identify and locate the means by which we are alleged to have referred or linked a user of any network to the online location of the electronic copy referred to above;
(vi) The written statement also needs to confirm that the complainant (or you if you are making the complaint), in good faith, believes that the electronic copy alleged to be infringing is an infringing copy of the material identified and it must contain a clear request for us to remove or disable access to that electronic copy or disable access to the same. If applicable law permits, then, as a condition of complying with your request, we may also require that the complainant (or you if you are complaining) agree to submit to the jurisdiction of a relevant court for the purposes of any proceedings relating to the complained of infringement.
(b) The applicable law in some jurisdictions may prescribe a specific or different set of rules or procedures and if we receive a written statement in circumstances which indicate to us that those rules may apply, we will be in touch with you to confirm the additional requirements. You agree that you will, and will procure that the complainant will, withhold action until such rules or procedures have been complied with.
(c) Upon receipt of the notification in compliance with the relevant rules or procedures, we will remove or disable access to the alleged infringing material through Board.Vision and we will advise further on follow up procedures as may be applicable under law including any rights or obligations to reinstate the disabled or removed content.
(d) Should applicable law or any order of court or a competent authority require us to reinstate / remove any materials arising from or in connection with such notification, you agree that we may comply with the same without liability to you or any third party.
14.1. The fees for the use of Board.Vision are as agreed between Parties and would be set out in separate documents other than this TOU. Subject to terms as may be agreed in such separate documents, such fees may be amended and new fees may be imposed at any time at our complete discretion upon notice to you through any means necessary, including without limitation by an announcement on Board.Vision or through email notifications.
14.2. Depending on how you have procured / are purchasing the usage of Board.Vision you may be required to pay fees upfront prior to usage. Additionally, where applicable, TSV is entitled to invoice you directly for any amounts and fees incurred, which must be settled within 30 days from the date of the invoice and your prompt settlement of the same is a condition of your use of Board.Vision. We are entitled to charge you interest at the rate of 2% plus the prevailing prime lending rate of a bank of our choosing as may be identified on request per annum, for any overdue amount until full payment of the same. Board.Vision may make available payment facilities to enable you to pay or receive sums due under this TOU. In such cases, the payment facilities will be operated by third parties and will constitute one of the “Third Party Services” for the purposes of this TOU.
15. Suspension / Termination
15.1. You agree that TSV has the right to suspend or terminate any User’s (including any Company’s) account if:
(a) the User fails to comply with this TOU or provide any required information or take any step in connection with Board.Vision;
(b) TSV becomes aware that you or the Company are using Board.Vision in a manner that breaches this TOU or to conduct any unlawful activity;
(c) if such suspension or termination is necessary to safeguard life or property, or to prevent harm or occurrence of illegal act (or breach of this TOU or any law), or to comply and/or assist any competent court or authority in any investigations or enforcement of any judgment, order or warrant; or
(d) the User fails to pay any monies due to TSV at any time.
15.2. We reserve the right to modify, block, suspend or terminate your User account or access to / use of Board.Vision (including without limitation access or use on your device or through web sites) or to refuse any services to you without prior notice to you, at any time and for any or no reason.
15.3. Without limiting the above, if you (or we have reasonable grounds to believe you have / will) breach this TOU, or conduct yourself in a manner detrimental to the integrity, security and operation of Board.Vision, we reserve the right to permanently terminate your User account (whether in part or in whole) as well as any other Users’ account which are in respect of the same Company. You agree and acknowledge that any such termination may be effected without prior notice, and agree that Board.Vision may immediately deactivate or delete any account you may have.
15.4. In the event of termination, suspension, expiry, deactivation or deletion by you, your Company or TSV, for any reason, all related information and files in any such account will, subject to applicable law and our right to retain a copy for legal enforcement of our rights, be available (in a standard format of our choosing) for you to extract. You agree that such extraction will be effected in within 30 days (or such other period as agreed between your Company and TSV) of such deactivation or termination, failing which we owe no obligation to retain such information and files.
15.5. Further, you agree and acknowledge that to the maximum extent permitted by law, we shall not be liable for the discontinuation or termination of your access to Board.Vision. Termination of this TOU shall be without prejudice to accrued rights, which will survive on termination together with any obligations in respect of indemnities, and any intellectual property rights and confidential information and sharing of information which will be deemed to survive termination for any reason whatsoever.
15.6. Notwithstanding anything stated in this TOU, we are, subject to law and regulatory requirements to us (including to preserve our legal rights or to comply with mandatory retention requirements or legal holds for litigation, investigations or proceedings), entitled to retain such data or audit logs and records for no longer than seven (7) years after the last completed use or activity by or on behalf of your Company on Board.Vision. Should you require any lengthier or specific form of storage of such records, we reserve the right to refuse or make such storage available subject to other terms and conditions.
16. Exclusion and Limitation of Liability
16.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY TSV ON OR THROUGH BOARD.VISION ARE PROVIDED ON “AS IS BASIS” (AS DEFINED IN THIS TOU, AND ALSO AS GENERALLY CONSTRUED), “AS AVAILABLE” AND “WITH ALL FAULTS”, AND TSV HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONFIDENTIALITY, CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
16.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TSV MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE merchantability, satisfactory quality, fitness for a particular purpose, value, accuracy, correctness, performance, STABILITY, capacity, ability to use or enjoy, timeliness, confidentiality, non-infringement of any laws or regulations or third party rights, validity (including legal validity and enforceability). TSV DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTS AND SERVICES OFFERED OR DISPLAYED ON BOARD.VISION DO NOT VIOLATE ANY THIRD PARTY RIGHTS; AND TSV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON BOARD.VISION.
16.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY LOSS OR PROFITS, LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, WASTED MANAGEMENT OR OFFICE TIME, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL LOSS (HOWSOEVER ARISING), INCURRED IN CONNECTION WITH OR ARISING FROM YOUR ACCESS TO OR USE OF BOARD.VISION, WHETHER OR NOT THEY ARE FORESEEABLE AND EVEN IF WE, OUR AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF (including, without limitation: (i) the use of Board.Vision; (ii) any defect in goods, samples, data, information or services obtained from a User or any other third party through Board.Vision; (iii) statements or conduct of any User of Board.Vision; and (iv) unauthorised access by third parties to private or confidential data or information of any description of any User).
16.4. Notwithstanding any of the foregoing provisions, save as a result of TSV’s fraudulent conduct, in no event shall TSV’s total liability to you for all damages, losses, and causes of action (whether in contract or tort, including but not limited to negligence or otherwise) arising from this TOU or your use of Board.Vision exceed, in the aggregate, S$50,000, or the total amount paid by you during the 6 months period preceding the date of the event which gives rise to the claim, whichever is lower. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against TSV (including any Claims) arising from the use of Board.Vision must be filed within one (1) year from the date the cause of action arose. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
16.5. The limitations and exclusions of liability to you under this TOU shall apply to the maximum extent permitted by law but shall not apply to any claims for Loss in respect solely of death or personal injury, provided we are legally liable for the same.
16.6. You expressly acknowledge and agree that, to the maximum extent permitted by applicable law, use of Board.Vision is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
16.7. Further, nothing in this TOU constitutes any representation or warranty by TSV as to your rights (if any) to use any content submitted by any third parties, including Third Party Content and Submitted Content, all of which representations and warranties are expressly disclaimed.
17.1. Without limiting any indemnity given elsewhere in this TOU and without prejudice to any other rights we may have under this TOU or at law, you agree to fully indemnify and hold harmless us, our affiliates, members, officers, employees and agents (collectively, the “Indemnitees”) from and against any claim, demand, loss, damage, cost, or liability (including reasonable legal fees) which any of the Indemnitees may suffer or suffers in connection with or arising from your breach of this TOU (including, without limitation any warranty or representation made by you under this TOU) and/or your access or use of Board.Vision.
17.2. Under no circumstances shall TSV be held liable for any delay or failure or disruption of the content or services delivered through Board.Vision resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
18.1. All legal notices or demands to or upon TSV shall be made in writing and sent to TSV personally, by courier, certified mail, or email to the following address:
456 Alexandra Road
Fragrance Empire Building #14-01/02
The notices shall be effective when they are received by TSV in any of the above-mentioned manner.
18.2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to TSV, or by posting such notice or demand on those areas of Board.Vision that are publicly accessible without a charge. Notices to the Company can be in respect of any User authorised by the Company including, but not limited to any Admin User.
19.1. If any provision of this TOU is found by a competent court to be invalid, illegal, or unenforceable for any reason, you agree that any remaining portion of that provision, and all other provisions of this TOU, shall remain valid and enforceable to the fullest extent permitted by law in order to give effect to the Parties’ intentions.
19.2. The illegality, invalidity or unenforceability of any provision of this TOU under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
19.3. Any failure or delay by us to enforce or exercise any provision of this TOU or any right or remedy under this TOU shall not operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. Our rights and remedies provided in this TOU are cumulative and are not exclusive of any rights or remedies provided at law.
19.4. Subject to any Additional Policies, and additional agreements that may be executed by the Parties, the text of this TOU constitutes the entire agreement between you and TSV with respect to and governs your use of Board.Vision, superseding any prior written or oral agreements in relation to the same subject matter herein.
19.5. TSV and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this TOU. In particular, TSV is not an agent of any Party to any transaction and does not have the authority to represent any Party and does not purport to do so.
19.6. TSV shall have the right to assign this TOU (including all of our rights, titles, benefits, interests, and obligations and duties in this TOU to any person or entity (including any affiliates of TSV). Except where otherwise agreed in writing, you may not assign, in whole or part, this TOU to any person or entity.
19.7. Save as expressly provided under this TOU, a person who is not a party to this TOU shall have no right under the Contracts (Rights of Third Parties) Act (Rev. Ed. 2002, Chapter 53B) to enforce any of its terms.
19.8. This TOU is governed by and construed in accordance with the laws of the Republic of Singapore. You irrevocably agree to submit any dispute arising out of or relating to this TOU to the non-exclusive jurisdiction of the courts of Singapore.