The Grid Terms of Service
Last Updated: 14 March 2023
These terms of service (“Terms of Service”) is a binding contract between you (hereinafter “User”, “Visitor”, “you”, “your”) and Darwiin Pte. Ltd., (““DARWIIN”, “The Grid”, “https://sgpgrid.com/”, “Website”, “us”, “we”, or “our”). It is entered into effective as of date of acceptance by the User subscribing for a subscription plan at https://sgpgrid.com/pricing or https://sgpgrid.com/change-plan (the “Subscription Plan”) and/or checking the “I have read and agreed to the Terms of Service” box (the “Effective Date”).
The terms and conditions listed below shall govern the use of the Website, online services, data, contents and materials available therein as provided by DARWIIN (“Service”), including all services on the Website at “https://sgpgrid.com/”. User hereby acknowledges and accept the terms and conditions stated below (including any amendments, changes or modifications that DARWIIN may make) by subscribing for a Subscription Plan and/or checking the “I have read and agreed to the Terms of Service” box.
- Application
- This Terms of Service is applicable to all transactions between User and DARWIIN regarding the provision of the Service by DARWIIN to User. User shall also accept the website’s “Terms of Use” together with this Terms of Service. In the event of any conflict between the terms of this Terms of Service and the website’s Terms of Use, the terms of this Terms of Service shall prevail.
- User
- The term “User” in uppercase or lowercase shall mean the entity (e.g., individual, company, corporation, partnership, sole proprietor, etc.) or government agency entering into this Terms of Service with DARWIIN.
- By subscribing for a Subscription Plan, you hereby warrant and represent to DARWIIN that:
- Individuals or sole proprietorships: If you are entering into these Terms of Service as an individual or sole proprietorship, you have updated your profile page (at https://sgpgrid.com/account-overview) to accurately reflect such details.
- Company, corporation, partnership, etc.: If you are entering into these Terms of Service on behalf of a company, corporation, partnership, or such other entity that is not an individual or sole proprietorship, you have (a) updated your profile page (at https://sgpgrid.com/account-overview) to accurately reflect the relevant details of the entity you are acting for and (b) you have full legal capacity, power and authority to enter into this Terms of Services with DARWIIN on behalf of the entity you are acting for.
- Compliance
- This Terms of Service defines the terms and conditions which User must comply with when using the Service. By continuing to use the Service, the User is deemed to have consented to the terms as stated in this Terms of Service.
- Amendment of this Terms of Service
- DARWIIN may amend or make changes to any part of this Terms of Service by giving prior notice to User by way of (a) email or (b) updating the Terms of Service on the Website.
- By continuing to use the Service, User is deemed to have agreed to the Terms of Service as amended by such notice.
- You undertake to be responsible for ensuring that you are familiar with the latest Terms of Service.
- Duration, RENEWAL AND CANCELLATION
- The Terms of Service shall commence on the Effective Date and shall continue for either one (1) month (for monthly Subscription Plans) or one (1) year (for annual Subscription Plans) from the Effective Date (hereinafter referred to as the“Initial Contracting Term”)
- After the Initial Contracting Term, the Terms of Service shall be automatically renewed for successive periods of (a) in the case of monthly Subscription Plans: one (1) month on each monthly anniversary of the Effective Date or (b) in the case of annual Subscription Plans: one (1) year on each yearly anniversary of the Effective Date (each successive period a“Renewal Period”), unless:
- The User indicates its intention not to renew the Subscription Plan through the Website’s user setting page; or
- Otherwise terminated by DARWIIN in accordance with the provisions of this Terms of Service.
- User may not terminate the Service during the Initial Contracting Term.
- Usage Fee and Method of Payment
- User shall pay usage fee on a monthly or annual basis, as determined by the specific Subscription Plan that the User subscribes to.
- If there is any delay or disruption in the payment of the usage fee by User, DARWIIN may terminate the Service.
- DARWIIN shall not refund any usage fee for the Service paid by User.
- You undertake to keep your contact and billing information accurate and up to date. DARWIIN shall not be liable for any loss caused by a User’s failure to keep such up to date.
- If you make payment by a debit or credit card:
- You authorize us to charge your debit or credit card for all usage fees payable for the Initial Contracting Term and any Renewal Period.
- You are solely responsible for any bank fees charged by your bank associated with your payments to DARWIIN.
- You undertake to ensure that you have sufficient funds in your account for any payment of usage fees.
- LICENCE AND USER’S OBLIGATIONS
- Subject to Clauses 7.2 to 7.9 and the other terms of this Terms of Service, User is granted a non-exclusive, non-transferable, non-sublicensable, revocable and limited licence to access our Website in accordance with this Terms of Service, with the content on this Website being provided on an “AS IS” basis and solely and exclusively for the following purposes:
- Where the User is accessing the Website as an individual or as a sole proprietorship: for the User’s private purpose only.
- Where the User is accessing the Website on behalf of a company, corporation, partnership, or such other entity that is not an individual or sole proprietorship: for the company, corporation, partnership or entity’s internal purposes only.
By way of example (non-exhaustive):
- The licence granted to a User allows the company to use the Service to identify potential customers of the specific company entering into the present Terms of Service with DARWIIN.
- However, the licence does not extend to the User identifying potential customers for other third-party entities and providing such third-party entities with the relevant information obtained from the Service.
- Certain features of the Website and Services will be limited based on the subscription plan chosen by the User as stated on the Website (specifically at the “Pricing” or “Change plan” webpages) and the User is responsible for choosing an appropriate plan for its internal purposes.
- User undertakes not to accumulate, store or use via any system that enables periodic, regular or automatic transmission of the data or information (including business contacts, industry and company information) provided through the Service to any computer, storage device, database or system outside of the Service or Website.
- DARWIIN may suspend the use of the Service without prior notice if:
- repair or maintenance of the system or related systems of the Service is necessary, or a failure of the system or any related systems has occurred;
- there has been a disruption of communication channels or electricity used by DARWIIN;
- the Service has become unavailable due to fires, blackouts, etc.; or
- there has been a restriction on data transmission due to regulations as a result of natural disasters, any other emergency or the risk thereof, or DARWIIN has considered such restrictions to be necessary.
- DARWIIN may, at its sole and exclusive discretion, change the content provided on the Service.
- The User shall not engage in any of the following acts during use of the Service:
- Unauthorized downloading of contents (this refers to excessive downloading in terms of quantity and frequency beyond the scope of regular use of the Service);
- Engage in any automated use of the Website, such as using scripts to send comments or messages, or using any data mining, spiders, robots, automated scripts, or other data gathering and/or extraction tools;
- Systematically retrieving data or other content from this Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
- Copy or adapt this Website’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of this Website.
- To create and provide a system similar to the Service by using information obtained through the Service;
- To tamper with, reproduce, recreate, imitate, adapt, or alter all or any part of the Service, information provided on the Service and/or provide such information to a third party;
- Circumvent, disable, or otherwise interfere with security-related features of this Website, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of this Website and/or the content contained therein;
- Use any information obtained from this Website to harass, abuse, or harm another person;
- Use this Website in a manner inconsistent with any applicable laws or regulations and any rights of us and/or any third party, including intellectual property rights, proprietary rights, rights of privacy and/or any obligations of confidence;
- Delete any copyright or other proprietary rights notice on this Website;
- Engage in unauthorized framing of or linking to this Website;
- Attempt to impersonate another user or person or use the username of another user;
- Sell or otherwise transfer your User ID;
- Interfere with, disrupt, or create an undue burden on our Website or the networks or services connected to this Website;
- Posting, transmitting or causing to be posted or transmitted any material that is: (i) unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable (ii) contains malicious content including malware, viruses, trojan horses, or which otherwise may interfere with any user’s access to our Website; and (iii) use the Website for any unsolicited mass mailing or any other form of spam; and
- To do any other act that DARWIIN reasonably assesses to be inappropriate.
- Take notice that unauthorised access to computer materials is an offence under section 3 of the Computer Misuse Act 1993. The use of automated systems or software to extract data from this Website (e.g., scraping and crawling) to set-up a competing database or to offer similar goods and/or services is strictly prohibited.
- In cases where DARWIIN has detected engagement in any of the above unauthorised acts by the User, and without prejudice to DARWIIN’s rights under Clause 7.9, DARWIIN may notify the User and request that the User take steps to rectify such unauthorised acts.
- You agree to indemnify, hold harmless, and defend DARWIIN at all times from and against any claims, actions or demands, including, without limitation, losses, liabilities, cost and expenses (including but not limited to legal costs and expenses on a full indemnity basis) made against, suffered or incurred by DARWIIN arising, directly or indirectly, out of any breach of any of these Terms of Service by you and/or any other person using your User account.
- MANAGEMENT OF USER ACCOUNTS
- The User undertakes to keep any User ID or password to the Service secure and shall:
- Where the User is accessing the Website as an individual or as a sole proprietorship: not disclose, assign or lend to a third party his/her ID or password to the Service, or permit a third party to use the Service.
- Where the User is accessing the Website on behalf of a company, corporation, partnership, or such other entity that is not an individual or sole proprietorship: (a) only permit authorised persons to use the user ID and password and (b) shall not disclose, assign or lend the user ID or password to the Service to any unauthorised third parties or permit an unauthorised third party to use the Service.
- The User shall be responsible for the management and use of his/her ID and password, and DARWIIN shall not be liable in any way for any loss or damage to User or a third party resulting from any use of such ID or password by a third party.
- The User shall immediately notify DARWIIN in the event of any known or suspected loss or theft of any ID or password or misuse of the User’s account to The Grid.
- When accessing and using this Website, the User undertakes to provide DARWIIN with true, current and complete information (including when setting up an account) and further undertakes to promptly update any inaccurate or outdated information so that the information provided to DARWIIN remains true, current and complete.
- INTELLECTUAL PROPERTY
- Unless otherwise indicated, this Website is our proprietary property and all source code, databases, functionality, software, website designs, confidential information and copyrighted materials on this Website (collectively, the“Content”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Singapore, its related international laws and under any similar legislation and/or laws overseas.
- Except as expressly provided in these Terms of Service:
- You agree that no part of this Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
- you agree not to copy, reproduce, republish, translate, transmit, transfer, display, distribute, modify, adapt, rent, license, sell the content to any company, entity or individual, by any method or process, now known or developed hereafter, onto any device or medium.
- You will not acquire any rights, title or interests in or to any of our intellectual property rights in the Website except for the limited licence granted to you to use our Website and/or Services in accordance with these Terms of Service.
- Other company, product, and/or service names and/or logos may be used and displayed on our Website. These may be trademarks or service marks belonging to their respective owners who may not be endorsed by, affiliated with or connected to DARWIIN.
- USER-GENERATED CONTENT
- This Website contains various listings, forums or channels (including APIs) through which you and/or third parties may post reviews, company information, messages, materials, videos, or other items onto this Website. Additionally, you may enable access to or integration with third party services, software or platforms (e.g., access to email accounts or customer relationship management software) with DARWIIN (“Third Party Apps”) to enhance the functionality of the same (“User-Generated Content”). If we provide you with access to such User-Generated Content (as a registered user or otherwise), you are solely responsible for your use of such User-Generated Content and use them at your own risk. By submitting, making, contributing and/or using any User-Generated Content, you expressly agree not to post, link, upload to, transmit, distribute, store, create, or otherwise publish through this Website any message, data, information, text, music, sound, photos, graphics, screenshots, video, code, or any other material that is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, a breach of intellectual property, of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable.
- Without limitation to the foregoing, DARWIIN takes no responsibility and assumes no liability for any content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is DARWIIN liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As a provider of interactive services, we are not liable for any statements, representations, or content provided by our users in any public forum or other User-Generated Content.
- Hyperlinks provided on this Website to websites operated by third parties are provided for your reference only. DARWIIN has no control over content provided by such third party websites and takes no responsibility for the content of these websites and/or the consequences of your accessing of such websites.
- Although we have no obligation to screen, edit, or monitor any of the content, we reserve the right, and have absolute sole discretion, to remove, screen, or edit, without notice, any content posted or stored on this site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any content you post or store on this Website at your sole cost and expense.
- By submitting any User-Generated Content to DARWIIN, including claiming and updating any business listings, posting or providing links (including any product or service reviews in any format, questions, comments, suggestions, ideas, or the like) contained in any submissions (individually or collectively), or enabling integration and access via Third Party Apps (“Submissions”):
- you agree that you are solely responsible for any Submissions that you upload;
- you represent and warrant that the Submissions that you upload are not false, misleading or would infringe any rights of any third party, including intellectual property rights, proprietary rights and/or any obligations of confidence. If you are not properly authorised, please do not provide us with any Submissions;
- you represent that any Third Party Apps you use in connection with the User-Generated Content and Submissions shall not transmit any data, send or upload any material that contains viruses, malware, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- you grant DARWIIN and its affiliates a non-exclusive, irrevocable, royalty-free, perpetual, worldwide, transferable and fully sub-licensable right to:
- host, use, reproduce, modify, adapt, translate, distribute, publish, improve, create derivative works from, and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised, with or without attribution to you and/or the original author of such Submissions; and
- collect, use and disclose the name and other information, including likeness and business contact information, that you submit in connection with each such Submission for any of DARWIIN’s commercial purposes, including to provide Services to any of DARWIIN’s users and you hereby consent to any such collection, use and disclosure by DARWIIN; and
- you irrevocably and unconditionally agree to, so far as is legally possible, to waive absolutely your moral rights and/or any broadly equivalent rights that you may have in any Submissions under any legislation now existing or in future enacted anywhere in the world.
- HANDLING OF PERSONAL INFORMATION
- DARWIIN shall handle User’s personal information in accordance with the Privacy Policy provided on the Service.
- Termination
- DARWIIN may reject subscription to the Service, suspend the use of the Service or cancel User’s registration with the Service without prior written notice if:
- User has committed an act that is significantly contrary to any of the clauses in this Terms of Service;
- any registered matter has been found to be false;
- User has turned out to be a fabricated figure;
- User cannot be contacted at his/her registered contact address such as email address;
- User has attempted to use the Service in a manner that is likely to cause loss or damage to DARWIIN, other users of the Service, or a third party;
- DARWIIN has recognized User as DARWIIN’s competitor;
- User has delayed the payment of or refused to pay his/her usage fee;
- User has suspended payment or become insolvent, or a petition is filed for commencement of bankruptcy, insolvency, judicial management, special liquidation, or any other similar proceedings; or
- any other cases where DARWIIN has made reasonable decision that User is inappropriate for continued use of the Service.
- In the event of termination, all usage fees owed by User to DARWIIN shall become immediately due and payable, and User shall immediately pay to DARWIIN all such usage fees.
- DARWIIN shall not be liable in any way for any loss or damage caused by or arising out of any suspension or termination of the Services under this clause.
- Post Termination
- Upon termination of use of the Service by either party for any reason, User shall expunge all data or information obtained through the Service, although this shall only be the case in the event of a request from DARWIIN. However, this does not apply in cases where preservation of the data is required under laws, regulations, or rulings, orders, decisions or instructions from governmental organizations, financial instruments exchanges and other public organizations.
- In addition to such provisions which survive the termination of this Terms of Service by operation of law, Clauses 6.3, 7.9, 9, 10, 12.2 to 12.3, 14, 15, 16 and 20 shall continue to apply after termination of this Agreement.
- Injunctive Relief
- In the event of a breach or threatened breach of any of the provisions of this Terms of Service by User or any employee or representative of User, DARWIIN and its provider of data shall be entitled to preliminary and/or permanent injunctive relief to enforce the provisions of this Terms of Service, but nothing herein shall preclude DARWIIN and its provider of data from pursuing any other action or seek other remedy for any breach or threatened breach of this Terms of Service, all of which shall be cumulative.
- In the event that DARWIIN or its provider of data prevails in any such action, DARWIIN or its provider of data shall be entitled to recover from User reasonable attorneys’ fees incurred connection therewith on a full indemnity basis.
- DISCLAIMERS AND LIMITATION OF LIABILITY
- The Website and Services, including any information and datasets on our Website, are provided on an "as is" and "as available" basis. To the fullest extent permitted by the law, DARWIIN disclaims any and all warranties (express, implied or otherwise), including without limitation any warranties of accuracy, completeness, reliability, continued availability, timeliness, suitability, merchantability, safety, non-infringement, title, quality, fitness for any particular purpose, and that our Website is free from any errors, inaccuracies, omissions or interruptions, whether arising out of or in connection with any usage, trade practice, course of performance or course of dealing.
- Without prejudice to the generality of this clause 15 and to the maximum extent permitted by law, DARWIIN and our affiliates disclaims any liability, damage and/or loss, whether indirect, consequential, punitive or incidental, or any special loss or damage (including loss of profits, loss of use, and loss of production) however caused (and whether arising out of contract, strict liability, or tort or under any legal or equitable theory of liability), arising out of or in connection with:
- this Website being unavailable (in whole or part) or performing slowly;
- any errors, omissions or inaccuracies in respect of any information made available through this Website;
- any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use this Website and/or any materials on any hyperlinked third-party websites. To avoid doubt, you are responsible for ensuring the process by which you access and use this Website protects you from this; and
- any site linked from this Website. Any link on this Website to other sites does not imply any endorsement, approval, or recommendation of, or responsibility for, those sites or their contents, operations, products, or operators.
- We make no representation or warranty that this Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of this Website is not illegal or prohibited, and for your compliance with applicable local laws.
- To the maximum extent permitted by law:
- your access and use this Website at your own risk; and
- we are not liable or responsible to you or any other person for any loss under or in connection with these Terms of Service, this Website, or your access and use of (or inability to access or use) this Website. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
- If we are found liable for any loss or damage that arises out of or is in any way connected with your use of our Website or Services, then the total liabilities of DARWIIN in the aggregate shall be limited to and not exceed the total usage fees paid by the User during the twelve (12) months immediately preceding the date on which the claim arose.
- Nothing in this clause 15 shall limit or exclude any liability that cannot be limited or excluded under applicable law and DARWIIN shall bear the liability to the extent set forth in accordance with any relevant laws.
- Use of Names
- User shall consent to DARWIIN using the User’s name and such other details required by DARWIIN to show its track record for the implementation of the Service and/or any sales or marketing purpose of DARWIIN.
- Assignment of this TERMS OF SERVICE
- User shall not, without the prior written consent of DARWIIN, assign, novate, transfer, or provide as security to a third party or its affiliates any rights or obligations of User under this Terms of Service.
- DARWIIN may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Terms of Service.
- Severability
- If any provision of this Terms of Service or any part thereof is held to be invalid or unenforceable, the remainder of this Terms of Service shall remain in full force and shall in no way be impaired.
- RIGHTS OF THIRD PARTIES
- A person or entity who is not a party to this Terms of Service shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore.
- Governing Law and Jurisdiction
- This Terms of Service shall be governed by and construed in accordance with the laws of Singapore.
- In the event of any dispute arising out of or in connection with this Terms of Service, including any question regarding its existence, validity or termination, and including any non-contractual claims (whether in tort or otherwise) (the“Dispute”):
- Both parties shall endeavour to reach a resolution of the Dispute satisfactory to both parties. Either party may commence such process by requesting a meeting with the other party, which may take place in person, or remotely. Each party shall nominate a representative who shall meet to try to resolve the Dispute.
- If the Dispute is not resolved within fifteen (15) business days from the meeting between the parties’ representatives (or such longer period as may be agreed between the parties), then User agrees to irrevocably submit the Dispute to the exclusive jurisdiction of the courts of the Republic of Singapore. User further agrees that DARWIIN shall have the right to enforce any judgment obtained in any court of Singapore in the jurisdiction where User resides and/or in the country of the User’s principal place of business and User hereby waives any objection to any jurisdiction exercised by the courts of Singapore.