TERMS OF USE

Version: 2.0.1

Effective on: 20 September 2018

The website located at https://pactly.ai/ (the “Site”) is a copyrighted work belonging to Pactly Private Limited (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms set forth the legally binding terms and conditions that govern your use of the site. By accessing or using the site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use the site or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the site.

  1. Accounts

 

  1. Account Creation and User Information.

To use certain features of the Site, you must register for an account (“Account”) and/or provide certain information about yourself as prompted by the relevant registration form. You represent and warrant that: (a) all required information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site and the Company may also suspend or terminate your Account in accordance with Section 8.

 

  1. Account Responsibilities.

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

  1. Access to the Site

  1. License.

Subject to these Terms, the Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your personal use.

  1. Certain Restrictions.

The rights granted to you in these Terms are subject to the following:

  1. you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site;

  1. you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site;

  1. you shall not access the Site in order to build a similar or competitive website, product, or service; and

  1. except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

  1. Prohibited Conduct.

You may not engage in the following prohibited activities:

  1. copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated "scraping",

  1. using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Site,

  1. transmitting spam, chain letters, or other unsolicited emails,

  1. attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site,

  1. taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on Site infrastructure,

  1. uploading invalid data, viruses, worms, or other software agents through the Site,

  1. collecting or harvesting any personally identifiable information, including account names, from the Site,

  1. using the Site for any commercial solicitation purposes,

  1. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity,

  1. interfering with the proper working of the Site,

  1. accessing any content on the Site through any technology or means other than those provided or authorized by the Site, or

  1. bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the service or the content therein.

  1. Modification.

The Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

  1. Ownership.

Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by the Company. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set out in Section 2.1. The Company reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

  1. User Content

  1. User Content.

User Content” means any and all information and content that a user submits to, or uses with, the Site including the documents the User uploads to the Site for analysis. The Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

  1. Security of User Content.

The Company cares about the integrity and security of your information and we follow industry standards to protect your information. However, we cannot guarantee that unauthorized third parties will never be able to defeat the Site's security measures or use any User Content you provide to us for improper purposes.

  1. Licence.

When you upload, submit, store, send or receive content to or through our Site, you give Pactly a worldwide license to use, host, store, reproduce, modify and create derivative works (such as those resulting from adaptations or other changes we make). The rights you grant in this license are for the limited purpose of operating and improving our Site and the services we offer through the Site, and to develop new ones. This license continues even if you stop using our Site.

  1. Feedback.

If you provide the Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

  1. Third-Party Links & Ads

  1. Third-Party Links.

The Site may contain links to third-party websites and services (“Third-Party Links”). Such Third-Party Links are not under the control of the Company, and the Company is not responsible for any Third-Party Links. The Company provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

  1. Advertisements.

Pactly does not serve advertisements through the Site and does not use your data for advertising purposes.

  1. DISCLAIMERS

  1. GENERAL DISCLAIMER

 

THE SITE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. DISCLAIMER: NO LEGAL ADVICE

WE ARE NOT A LAW FIRM AND WE ARE NOT YOUR LAWYERS. YOU UNDERSTAND THAT USING THE SITE DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP NOR IS IT A SOLICITATION TO OFFER LEGAL ADVICE. YOU ALSO AGREE AND ACKNOWLEDGE THAT YOU UNDERSTAND THAT:

  1. THE RESULTS GENERATED BY THE SITE AND THE INFORMATION AND MATERIALS PROVIDED THROUGH THE SITE ARE FOR GENERAL INFORMATION PURPOSES ONLY;

  1. THIS GENERAL INFORMATION DOES NOT CONSTITUTE LEGAL ADVICE AND IS NOT INTENDED TO BE A SUBSTITUTE TO THE COUNSEL OF A QUALIFIED ATTORNEY;

  1. WE USE STATISTICAL ANALYSIS TO DETERMINE WHETHER CONTRACT TERMS ARE MISSING OR IF THEY ARE NOT COMMONLY FOUND IN SIMILAR CONTRACTS WE HAVE SEEN. WE MAY PROVIDE SUGGESTED ACTIONS FOR YOU TO CONSIDER BUT ULTIMATELY WE CANNOT TELL YOU WHAT YOU SHOULD DO SINCE WE DO NOT DEFINITIVELY UNDERSTAND THE SPECIFIC DETAILS OF YOUR SITUATION. IF THIS IS WHAT YOU REQUIRE,  YOU SHOULD CONSULT A LAWYER QUALIFIED IN THE RELEVANT JURISDICTION;

  1. SINCE OUR STATISTICAL ANALYSIS IS BASED ON PAST DATA, WE CANNOT GUARANTEE THAT THE INFORMATION PROVIDED THROUGH, OR AS PART OF, OUR SITE WILL ALWAYS BE CURRENT AND ACCURATE.

  1. LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO NO MORE THAN THE AMOUNT PAID BY YOU TO US DURING THE TWELVE MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

  1. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS SUBSIDIARIES AND AFFILIATED COMPANIES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) AND ALL AMOUNTS PAID IN SETTLEMENT ARISING FROM OR RELATING TO USE OF THE SITE. THE COMPANY MAY ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH USERS HAVE AGREED TO INDEMNIFY THE COMPANY AND YOU AGREES TO ASSIST AND COOPERATE WITH THE COMPANY IN THE DEFENSE OR SETTLEMENT OF ANY SUCH MATTERS.

  1. Term and Termination

 

  1. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 10.

  1. Privacy

  1. For information about how the Company collects, uses, and shares your information, please review our Privacy Policy. You agree that by using the Site you consent to the collection, use, and sharing (as set out in the Privacy Policy) of such information, including the data transfer provision.

  1. General

  1. Changes.

The Company reserves the right, in its sole discretion, to change these Terms ("Updated Terms") from time to time. Unless the Company makes a change for legal or administrative reasons, the Company will provide reasonable advance notice before the Updated Terms become effective. You agree that the Company may notify you of the Updated Terms by posting them on the Site. Your use of the Site after the effective date of the Updated Terms constitutes your agreement to the Updated Terms. You should review these Terms and any Updated Terms before using the Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Site from that point forward.

  1. Electronic Communications.

The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

  1. Governing Law.

These Terms shall be governed by and construed in accordance with the laws of Singapore and that the courts of Singapore shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

  1. Waiver and severability.

Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting our intent as closely as possible.

  1. Assignment.

You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our holding company, affiliates, or subsidiaries, or to any successor in interest of any business associated with the Site.

  1. Entire Agreement.

These Terms constitute the entire agreement between you and Pactly and supersedes all prior or contemporaneous understandings and/or agreements between you and Pactly.

  1. Contact Information.

If you have any question about the Company, the Site, or these Terms, please contact us by email at info@pactly.org.