Terms of Use

General

1. By registering for and/or using the Services in any manner, you agree that you have read, understand and accept these Terms of Use and all other Policies referenced herein, each of which may be updated from time to time.

2. These Terms of Use apply to all users of the Website and other Services, including, without limitation, users who send or submit content, information, and other materials or services, registered or otherwise, through the Services.

3. We may revise these Terms of Use at any time by updating this posting. You should check the Website from time to time to review the current Terms of Use, as they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of the Website.

4. No information contain in the Website shall be construed as advice and information is offered for information purposes only and is not intended for trading purposes. You and your company rely on the information contained on this website at your own risk. If you find an error or omission at this site, please let us know.

5. Any waiver of any breach or default by either Party will not constitute a waiver of any other right or any subsequent breach or default. Failure or delay by either Party to enforce any provision of these Terms of Use will not be deemed a waiver of future enforcement of that or any other provision.


Wavecell Services

1. These Terms of Use apply to:

  1. All Services described on our Website;
  2. Any new Service or feature offered by us;

2. We continually improve our Services and offerings. You acknowledge that we may change our API’s from time to time.

3. You will have a limited, non-exclusive, non-transferable, non-sublicenseable right to use the applicable Services in accordance with these Terms of Use.

4. You will not (and will not allow Service users) to:

  1. Reverse engineer, decompile, copy or disassemble the Services;
  2. Market, sell, sublicense, rent, lease, or otherwise distribute the Services, in whole or in part;
  3. Modify, upgrade, improve, enhance or create derivative works of any portion of the Services for any purpose;
  4. Or remove, obscure, or alter any identification, proprietary, copyright or other notices in the Services.

Use of the Website

1. You further agree not to use the website to send or post any message or material that is unlawful, harassing, defamatory, abusive, indecent, threatening, harmful, vulgar, obscene, sexually orientated, racially offensive, profane, pornographic or violates any applicable law.

2. By accessing the website, you warrant and represent to us that you are legally entitled to do so and to make use of information available via the website.

3. Wavecell is not responsible for any material submitted to the public areas by you (which include bulletin boards, hosted pages, chat rooms, or any other public area found on the website) and any material (whether submitted by you or any other user) which is not endorsed, reviewed or approved by Wavecell.

4. We reserve the right to remove any material submitted or posted by you in the public areas, without notice to you, if it becomes aware and determines, in its sole and absolute discretion that you are or there is the likelihood that you may include, but not limited to:

  1. Defame, abuse, harass, stalk, threaten or otherwise violate the rights of other users or any third parties;
  2. Publish, post, distribute or disseminate any defamatory, obscene, indecent or unlawful material or information;
  3. Post or upload files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of Wavecell’s and/or a third Party’s computer system and/or network;
  4. Violate any copyright, trademark, other applicable Singapore or international laws or intellectual property rights of Wavecell or any other third Party;
  5. Submit contents containing marketing or promotional material which is intended to solicit business.

5. External links may be provided for your convenience, but they are beyond our control and no representation is made as to their content. The use or reliance on any external links and the content thereon provided is at your own risk.


Fees and Payment

1. You will pay us the Fees and Taxes and all other amounts payable to us through prepayments made by you on your Account. The Fees shall be calculated in accordance with the rates and pricing which we make available to you (by means determined by us) from time to time.

2. We use a third-Party Payment Processor (PayPal, the “Payment processor”) to facilitate your payments through a payment account linked to your account on the Services for use of the paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Use. We are not responsible for error by the Payment processor.

3. You acknowledge that we reserve the right to change the pricing used to calculate the fees at any time (with or without notice). Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed amount.

4. No omission or delay by us in deducting any sums shall prohibit us from deducting them at a later date nor shall it relieve you of your liability to pay.

5. Fees and Taxes are non-refundable.


Confidentiality

1. Each Party will, during the Term and thereafter, maintain in confidence the Confidential information of the other Party and will not use such Confidential Information. Each Party will use the same degree of care in protecting such Confidential Information as such Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care.

2. Each Party:

  1. Will not reproduce such Confidential Information, in any form;
  2. Will only disclose such Confidential Information to its affiliates, employees and consultants who have a need to know such Confidential Information in order to perform its rights and obligations relating to these Terms of Use, and have been informed of the obligation to preserve the confidentiality of such information;

3. Either Party may disclose the Confidential Information of the other Party as required by law, upon prior written notice to the other Party (where allowed by law); provided that such Party will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.


Intellectual Property

1. You may not include or make reference to us, the name Wavecell, or any of our trademarks in connection with your use of the Services or otherwise without our prior written consent in each instance, and you hereby disclaim any and all rights of ownership of or license to our trademarks.

2. No implied licenses are granted by us, and we hereby reserve all rights not so granted.


Limited Warranty and Disclaimer

1. The Services and contents are provided “as is”, “as available” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, quality (e.g. at to latency and throughput), and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed.

2. We, and our suppliers, partners and licensors, and each of our and their respective officers, directors, employees, and agents, do not warrant (and hereby expressly disclaim all warranties) that:

  1. the Services (or any mobile operators) will be secure or available at any particular time or location;
  2. any defects or errors will be corrected;
  3. any content or software available on or through the Services is free of viruses or other harmful components;
  4. the content on the sites or Services (or any third Party sites or services linked thereto) is accurate, error-free, or complete; or
  5. the results of using the Services will meet your requirements.

3. Your use of the Services is solely at your own risk. We do not warrant, endorse, guarantee, or assume responsibility for any content of, communication by, or product or service advertised or offered by, a third Party through the Services, and we will not be a Party to or in any way be responsible for monitoring any transaction between you and third-parties.

4. You acknowledge that there are risks inherent in network connectivity that could result in the loss of your privacy, Data, Confidential Information and property. You further acknowledge that Wavecell does not control networks of third parties and Wavecell is not responsible for the impact on the Services by the action or inaction of such networks or third parties.

5. Wavecell Pte Ltd shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by your or any third Party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the website, any information contained on the website, your or your company's personal information or material and information transmitted over our system. In particular, neither the Website Owner nor any third Party or data or content provider shall be liable in any way to you or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any share price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.


Indemnification, disputes

1. You shall defend and indemnify us, our affiliates, suppliers, and partners, and each of our and their respective employees, contractors, directors, officers, and representatives from and against any and all damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses, including without limitation reasonable attorney’s fees and costs, that arise from or relate to:

  1. your user content,
  2. your use or misuse of, or access to, the Services or content, and/or
  3. your violation of these Terms of Use, or violation or infringement by you, or any third Party using your Account, of any intellectual property, privacy, or other right of any person or entity.
  4. your violation of these Terms of Use, or violation or infringement by you, or any third Party using your Account, of any intellectual property, privacy, or other right of any person or entity.

2. We agree to promptly notify you of any such claim, to permit you to control the defense and/or settlement thereof (except to the extent such claim relates to our platform, other Services, or intellectual property or other rights, in which case we reserve the right to assume the exclusive defense and control of such matters and you will assist and cooperate with us in asserting any available defenses).

3. Any relevant Terms of Use, Policies and notices shall be governed by and construed in accordance with the laws of Singapore without giving effect to any principle of conflict of law. You hereby consent to the exclusive jurisdiction of the courts of Singapore in respect of any disputes arising in connection with the website, or any relevant Terms of Use, Policies and notices or any matter related to or in connection therewith.


Termination, Cession, Suspension

1. These Terms of Use shall remain in full force and effect at all times relevant to your use of the Services.

2. Wavecell shall be entitled to cede, assign and delegate all or any of its rights and obligations in terms of any relevant terms, policies and notices to any third Party.

3. Wavecell may suspend the Services immediately upon notice for cause if:

  1. You violate (or give us reason to believe you have violated) any provision of the Acceptable Policy;
  2. There is an unusual spike or increase in your use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of our Services;
  3. We determine, in our sole discretion, that the provision of any of our Services are prohibited by applicable law, or have become impractical or unfeasible for any legal or regulatory reason; or
  4. Subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding.

Severability

1. All provisions of any relevant terms, policies and notices are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other.

2. Any provision of any relevant Terms, Policies and notices, which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any reason whatsoever, shall, in such jurisdiction, be treated as pro non scripto and the remaining provisions of any relevant Terms, Policies and notices shall remain in full force and effect.

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