Terms of Use

Introduction

Thank you for using Autovate's Services. These Terms govern your access to and use of the Services provided by Autovate Private Limited, a company incorporated in Singapore (UEN: 201900188Z) ("APL", "we", "us"), and constitute a binding agreement between you and APL. Please read the Terms and our Privacy Statement carefully before you use any of our Services.

By using any Service, opening an account, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by the Terms and our Privacy Statement, which is incorporated herein by reference. If you do not agree to the Terms or our Privacy Statement, you must not access or use the Services.

 

1.          Definitions

a.     "Confidential Information" means all information of whatever nature and however recorded or preserved) which:

                                               i.     was disclosed or received before, on or after your acceptance of these Terms; and

                                              ii.     is designated as "confidential information" by the Disclosing Party at the time of disclosure; or

                                             iii.     would be regarded as being confidential by a reasonable business person; or

                                             iv.     is clearly confidential from its nature and/or the circumstances in which it was imparted;

and includes:

                                              v.     information which relates to the commercial affairs, business, finances, infrastructure, products, services, developments, inventions, trade secrets, know-how, and any other information relating to the Disclosing Party and its affiliates and customers; and

                                             vi.     any information referred to at paragraphs (i) to (v) above, disclosed on a Disclosing Party's behalf by its authorized representatives.

b.     "Content" means any text, graphics, documents, photographs, images, music, software, audio, video, information, data records, digital or electronic files or other materials that APL makes available through any Service, including any Content licensed by APL from third parties.

c.     "Service" and "Services" means any and all of the following services and descriptions:

Service Name

Description

Frontline

Frontline is a software-as-a-service platform that allows Users to upload data logs of networking, security, storage, compute, and various consumer electronic devices that they have purchased from participating Vendors in Frontline's service network.

Frontline processes the data logs to assist Users with managing their deployments, planning upgrades, troubleshooting issues, and optimizing configuration.

Frontline also shares the data logs with their respective participating Vendors for the purpose of improving their products and services.

Users will receive full support from Vendors subscribed to Frontline, in relation to Vendor Products from subscribed Vendors. Users will receive limited support from APL, on a best-efforts basis and at no charge, in relation to Vendor Products from unsubscribed Vendors.

Frontline is offered and made available only to registered businesses and/or incorporated companies.

Vendors wishing to subscribe to Frontline may contact APL for further enquiries.

 

d.     "User" means an end-user of any Service;

e.     "Intellectual Property Rights" means rights in patents (including utility models), designs (whether or not capable of registration), semi-conductor topography rights, copyright, moral rights, database rights, trademarks, service marks, trade and business names, rights to sue for passing off, rights in the nature of unfair competition rights, trade secrets, confidentiality and other proprietary rights including rights to know-how and other technical information, applications to register any of the foregoing, rights to take action for past infringements in respect of any of the foregoing, and all rights in the nature of any of the foregoing anywhere in the world.

f.      "Personal Data" means data, whether true or not, about an individual who can be identified from that data, or from that data and other information to which the organisation has or is likely to have access.

g.     "Vendor" means a participating hardware vendor which supplies product, proprietary, and other information to APL pursuant to an agreement in writing for the provision of a Service or Services to Users.

h.     "Vendor Products" means a Vendor's networking, security, storage, compute, and various consumer electronic devices or other devices.

 

2.          Registration, Use, and Warranties: By registering a User account or using any Service, you represent and warrant that:

a.     you are of legal age to contract;

b.     you are authorized to contract with APL on behalf of your business entity and bind the business entity to the Terms;

c.     you are authorized to disclose and upload all information required for the provision of the Services, including data logs from your business entity, to APL and its related companies (e.g. holding companies or subsidiaries), and third-party service providers (e.g. hosting servers) for the purposes of providing the Services; and

d.     your business entity is not in the process of, nor do you reasonably foresee it commencing insolvency or winding-up proceedings.

You must meet all the abovementioned requirements to access or use the Services. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between APL and the business entity by these Terms.

 

3.          Prohibitions: By using any Service, you agree not to:

a.     Post, upload, publish, submit, provide access to, or transmit any Content that:

                                               i.     infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

                                              ii.     violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

                                             iii.     is fraudulent, false, misleading or deceptive;

                                             iv.     is defamatory, obscene, pornographic, vulgar or offensive;

                                              v.     promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

                                             vi.     is violent or threatening or promotes violence or actions that are threatening to any other person; or

                                            vii.     promotes illegal or harmful activities or substances.

b.     Use, display, mirror or frame any Service or any individual element within a Service, the APL name, the name of any Service, any APL trademark or trademark of any Service, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

c.     Access, tamper with, or use non-public areas of any Service, APL’s computer systems, or the technical delivery systems of us or our providers;

d.     Attempt to probe, scan, or test the vulnerability of any Service or our network or breach any of our security or authentication measures;

e.     Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by APL or any of our providers or any other third party (including another User) to protect the Services or Content;

f.      Attempt to access or search any Service or the Content, or download Content from any Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or by other generally available third-party web browsers;

g.     Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

h.     Use any meta tags, hidden text or metadata utilizing an APL or Service trademark, logo, URL, or product name without APL's express written consent;

i.       Use any Service or the Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;

j.       Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use any Service, or the Content to send altered, deceptive or false source-identifying information;

k.     Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;

l.       Interfere with, or attempt to interfere with, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing APL or the Services;

m.    Collect or store any Personal Data from the Services or APL, or from other Users, for any reason whatsoever;

n.     Impersonate or misrepresent your affiliation with any person or entity;

o.     Violate any applicable law or regulation; or

p.     Encourage or enable any other individual to do any of the foregoing.

 

4.          Rights Against Users

a.     We reserve the right to investigate and prosecute any violations of the prohibited actions at clause 3 (Prohibitions) above to the fullest extent of the law.

b.     At any time, we may involve and cooperate with enforcement authorities in prosecuting Users who violate these Terms.

c.     We shall have no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, except as relates to the provision of the Services. However, we shall have the right to review, edit, delay, or remove any Content for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with the law or the order or requirement of a court, administrative agency or other governmental body.

d.     We reserve the right to remove or disable access your access to the Services or any Content, at our sole discretion, should we deem that a violation of these Terms has occurred, or that harm has or will be done to APL or the Services.

e.     We may cancel unconfirmed accounts or accounts that have been inactive for a long time, or modify or discontinue the Services. Additionally, we reserve the right to refuse or terminate all or part of the Services to anyone for any reason at our discretion.

 

5.          User-Generated Content

a.     Grant of License: By providing Content to APL through the Services (the "User-Generated Content"), whether directly or indirectly, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to use the User-Generated Content in connection with the provision of the Services.

b.     Waiver of rights: You further understand and agree to waive any rights you may have against us, our assignees, sublicensees, and their assignees, in relation to the use of any Intellectual Property Rights in the User-Generated Content in connection with the provision of the Services.

c.     Right to license: You represent and warrant that you own or otherwise have all the necessary rights to provide the User-Generated Content submitted to the Services, whether directly or indirectly, and represent and warrant that such User-Generated Content is accurate, and that it does not and will not infringe any Intellectual Property Rights of any third party.

d.     Exclusion of liability: We take no responsibility and shall assume no liability for any User-Generated Content.

 

6.          Confidential Information

a.     Each party (the "Recipient") shall:

                                               i.     keep confidential the other party's (the "Disclosing Party") Confidential Information disclosed to it by or on behalf of the Disclosing Party or otherwise obtained, developed or created by the Recipient;

                                              ii.     use the Confidential Information solely in connection with the performance of its obligations or exercise of its rights under these Terms;

                                             iii.     take all action reasonably necessary to secure the Disclosing Party's Confidential Information against theft, loss or unauthorised disclosure;

b.     The restrictions on use or disclosure of Confidential Information above shall not apply to information which is:

                                               i.     generally available in the public domain, other than as a result of a breach of this clause;

                                              ii.     lawfully acquired from a third party who owes no obligation of confidence in respect of the information; and

                                             iii.     independently developed by the Recipient or was in the Recipient's lawful possession prior to receipt from the Disclosing Party.

 

7.          Personal Data: Please see our Privacy Statement for more information on how we use your Personal Data. By using the Services, you agree to our Privacy Statement and consent to our collection, use, and disclosure of Personal Data (including transfers out of Singapore where necessary) as described in our Privacy Statement.

 

8.          Exclusions and Limitations of Liability

a.     Your use of the Services, Content, and any goods or services obtained through the Services, is at your own risk. The Services, Content, and any goods or services obtained through the Services are provided on an "as is" and "as available" basis, without any warranties from APL of any kind, whether express or implied, including any and all implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither APL, nor any person associated with APL, makes any warranty or representation relating to the completeness, security, reliability, quality, accuracy, or availability of the Services or the Content. The foregoing shall not affect any warranties which cannot be excluded or limited under applicable law.

b.     You understand and agree that we shall not be liable to you, whether in contract (including under any indemnity or warranty), in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms, for indirect or consequential losses of any kind whatsoever and however caused, whether or not reasonably foreseeable, reasonably contemplatable, or actually foreseen or actually contemplated, including where resulting directly or indirectly from:

                                               i.     interruptions or changes to, or cessation of, any Services;

                                              ii.     your use or inability to use any Services;

                                             iii.     delays or disruptions to any Services;

                                             iv.     viruses or other malicious software arising from links posted on any Services;

                                              v.     glitches, bugs, errors, or inaccuracies of any kind on any Services;

                                             vi.     damage to your hardware device from the use of any Services;

                                            vii.     User-Generated Content and the actions or inactions of other Users;

                                           viii.     any action taken against you for engaging in prohibited activity as described under clause 3 (Prohibitions) above;

                                             ix.     the duration or manner in which you use any Services;

                                              x.     your responses to, or loss or inability to do business as a result of, changes to these Terms or our policies.

c.     You hereby agree to release APL (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from any and all claims, demands and damages, whether actual or consequential, of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third-parties. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

d.     Notwithstanding the above exclusions of liability, in the event we are found to be liable to you or any third party, our total liability to you collectively for any and all claims, whether in contract (including under any indemnity or warranty), in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms, for any losses incurred or suffered by you or your affiliates, shall be limited in aggregate to SGD 1000.

 

9.          Indemnity: You shall indemnify and hold harmless APL and our related and associated companies in full from and against all actions, proceedings, claims, damages, liabilities, charges, losses, costs and expenses (including without limitation, legal costs and expenses and costs of other professionals and any penalties or other amounts levied,) awarded by a court of competent jurisdiction or imposed or charged by any regulator or regulatory authority, and authorized settlement sums, arising out of or in connection with:

a.     any claim or action by any third party against us for actual or alleged infringement of Intellectual Property Rights in your User-Generated Content; and

b.      your breaches of clause 5(c) (Right to license) and clause 6 (Confidential Information).

 

10.       Fees: The Services are provided to Users on a "freemium" basis – Users will be able to access basic features at no charge, and to enable access to premium services and features for a fee.

 

11.       Force Majeure: Neither APL nor its related and associated companies shall be liable to any User for any delay in performing or any failure to perform, its obligations under these Terms where such delay or failure is caused by events beyond the control of any of the parties, including the failure, shortage or interruption of electrical power or supply, riots or civil commotion, strikes, lock outs or trade or labor disputes or disturbances, plague, epidemic or quarantine, fire, flood, drought or acts of any government or sovereign, changes in any law, acts of war or terrorism (whether real or perceived), civil commotion, blockage or embargo, flight embargoes, inclement or extreme weather conditions, and acts of God.

 

12.       Termination: You may terminate this agreement at any time by going to your User account profile and selecting "Deactivate Account". Once you request for your account to be deactivated, your account will be suspended and you will no longer be able to access or avail yourself of the Services even if you have paid for access to or enabling of premium services or features. For the avoidance of doubt, disabling a particular Service shall not, on its own, terminate this agreement - it will merely disable your access to that particular Service. If you wish to terminate this agreement, you must do it by way of deactivating your account.

 

13.       Applicable Law: This agreement shall be governed by and construed in accordance with the laws of Singapore.

 

14.       Dispute Resolution: Any dispute among the parties arising out of or in connection with this agreement, or in the performance thereof shall in the first instance be referred to the authorised representatives of the parties for resolution, failing which, the parties shall and hereby submit to the exclusive jurisdiction of the Singapore courts to adjudicate the dispute.

 

15.       Third-Party Rights: A person not party to this agreement (other than an assignee to whom rights have been assigned) shall have no right under any legislation for the enforcement of contractual terms by a third party (whether in force now or to be enacted in the future and as the same may be modified, adapted or supplemented from time to time) to enforce any term of this agreement.

 

16.       Severability: If any term or provision in these Terms shall be held to be invalid, illegal or unenforceable, the remaining terms and provisions in these Terms shall not be affected by such invalidity, illegality, or unenforceability, and shall remain in force and effect, and such invalid, illegal, or unenforceable term or provision shall be deemed not to be part of these Terms.

 

17.       Survival: The following clauses shall survive the termination or expiration of this agreement:

a.     Clause 1: Definitions

b.     Clause 3: Prohibitions

c.     Clause 4: Rights Against Users

d.     Clause 5: User-Generated Content

e.     Clause 6: Confidential Information

f.      Clause 7: Personal Data

g.     Clause 8: Exclusions and Limitations of Liability

h.     Clause 9: Indemnity

i.       Clause 11: Force Majeure

j.       Clause 12: Termination

k.     Clause 13: Applicable Law

l.       Clause 14: Dispute Resolution

m.    Clause 15: Third-Party Rights

n.     Clause 16: Severability

o.     Clause 17: Survival

p.     Clause 18(a): No waiver

 

18.       Miscellaneous

a.     No waiver: The failure of either party to enforce at any time the provisions of these Terms shall in no way be interpreted as a waiver of such provision.

b.     Entire agreement: These Terms, including the Privacy Statement, contain the entire agreement between the parties and supersede all previous agreements and understandings between the parties relating to the subject matter herein. Updates to these Terms may be made from time to time and shall be notified to all users by way of a notice published on the relevant Service or by email to the User's registered email address where appropriate.